Exhibit
10.15


 


BIOFRONTERA
INC.

NONQUALIFIED STOCK OPTION

AWARD AGREEMENT


 


THIS
NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of [________], 2021 (the “Date of Grant”),
is made by and between Biofrontera Inc. (the “Company”), and [_______] (the “Participant”).


 


1.
Grant of Option.


 


(a)
Grant. The Company hereby grants to the Participant an Option to purchase a total of [_______] shares of Stock (the “Option
Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan (the “Option”).
The Option is not intended to qualify as an incentive stock option under Section 422 of the Code.


 


(b)
Option Price. The Option Price shall be $[_______] per Option Share.


 


(c)
Incorporation by Reference, Etc. The provisions of the Biofrontera, Inc. 2021 Omnibus Incentive Plan (the “Plan”)
are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance
with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to
time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the
Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations
under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any
questions arising under the Plan or this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan
and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. Without limiting the
foregoing, the Participant acknowledges that the Option and the Option Shares are subject to provisions of the Plan under which, in certain
circumstances, an adjustment may be made to the number of Option Shares and/or the applicable Option Price of the Option.


 


2.
Vesting; Exercisability; Forfeiture. Provided the Participant provides continuous services to the Company or one of its Affiliates
from the Date of Grant through the applicable Vesting Date identified below, the Option shall become vested and exercisable as follows:


 


	Percentage
    of Option Vesting	 	Vesting
    Date
	33%	 	First
    Anniversary of the Date of Grant
	33%	 	Second
    Anniversary of the Date of Grant
	34%	 	Third
    Anniversary of the Date of Grant


 


3.
Method of Exercise; Tax Withholding. 


 


(a)
The Participant may exercise the vested and exercisable portion of the Option, in whole or in part, by notifying the Company in writing
of the whole number of Option Shares to be purchased thereunder and complying with the method of exercise set forth in this paragraph.
Unless otherwise provided by the Company, the method of exercising the Option shall be a “net exercise” procedure effected
by withholding the applicable number of shares of Stock otherwise deliverable in respect of an Option that are needed to pay for the
aggregate Option Price for such shares of Stock and all applicable required withholding taxes; provided that the number of shares
of Stock so withheld to satisfy applicable withholding and employment taxes shall not have an aggregate Fair Market Value on the date
of such withholding in excess of the applicable withholding obligation. The Company may, however, require or permit the Participant to
exercise the Option by (i) delivering with the notice of exercise an amount equal to the aggregate Option Price for such number of shares
of Stock (calculated based on the number of shares of Stock acquired that are covered by the Option, as applicable) and/or all applicable
withholding taxes in cash (certified check, wire transfer or bank draft) or, if permitted by the Company in its sole discretion, in whole
shares of Stock already owned by the Participant, (ii) using a broker-assisted “cashless exercise” pursuant to which the
Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Stock otherwise deliverable upon the exercise
of the Option and to deliver promptly to the Company an amount equal to the aggregate Option Price for such shares of Stock and all applicable
required withholding taxes, or (iii) a combination of any of the methods prescribed in this paragraph or any other method identified
by the Company.


 




    	 



     


    

 


(b)
Exercise of this Option shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations
and non-U.S. tax withholding obligations. Unless otherwise provided by the Company, tax withholding shall in no event exceed the applicable
maximum statutory rate. Except as expressly provided pursuant to Section 3(a), as a condition to the exercise of the Option, the Participant
must remit an amount in cash, shares of Stock or other property (as elected by the Participant) sufficient to satisfy all Federal, state
and local or other applicable withholding and employment taxes relating thereto. In addition, the Company shall have the right and is
hereby authorized to withhold from the shares of Stock otherwise deliverable upon exercise of the Option, or from any compensation or
other amount owing to the Participant, the amount (in cash or, in the discretion of the Company, shares of Stock or other property) of
any applicable withholding and employment taxes in respect of the exercise of the Option and to take such other action as may be necessary
in the discretion of the Company to satisfy all obligations for the payment of such taxes. 


 


4.
Expiration. The Option may be subject to earlier cancellation, termination or expiration but in no event shall all or any portion
of the Option be exercisable after the tenth annual anniversary of the Date of Grant (the “Option Period”).


 


5.
Termination of Employment.


 


(a)
Termination of Employment due to Death or Disability. If, on or prior to an applicable Vesting Date, the Participant’s employment
with the Company and its Affiliates is terminated (1) by the Company or one of its Affiliates due to the Participant’s Disability,
or (2) due to the Participant’s death, then, with respect to any unexpired portion of this Option which is outstanding at the time
of Participant’s Disability or death:


 


(i)
any unvested portion of this Option shall be forfeited as of the date of termination of employment; and


 


(ii)
the vested portion of the Option shall expire on the earlier of (A) the last day of the Option Period or (B) the 365th day
following the date of such termination.


 


For
the avoidance of doubt, this Section 5(a) shall not apply to any death or Disability of the Participant occurring after the date of termination
of the Participant’s employment for any reason.


 


(b)
Termination of Employment for Cause. If, prior to the final Vesting Date, the Participant’s employment with the Company
and its Affiliates is terminated by the Company or one of its Affiliates for Cause, the unvested and vested portion of the Option shall
be cancelled immediately and the Participant shall immediately forfeit any rights to the Option Shares subject to the Option.


 


(c)
Other Termination of Employment. Except as set forth in Section 6 below, if, prior to the final Vesting Date, the Participant’s
employment with the Company and its Affiliates terminates for any reason other than as set forth in Sections 5(a) or (b) above (including
any termination of employment by the Company without Cause), then:


 


(i)
the unvested portion of the Option shall be cancelled immediately and the Participant shall immediately forfeit any rights to the Option
Shares subject to such unvested portion; and


 


(ii)
the vested portion of the Option shall expire on the earlier of the last day of the Option Period or the 90th day following
the date of such termination. For the avoidance of doubt, the vested portion of the Option shall remain exercisable by the Participant
until its expiration only to the extent the Option was exercisable at the time of such termination. When a Participant’s employment
with the Company is terminated for any reason other than due to death or Disability, the participant is responsible for exercising and
moving all of Participant’s Options, that are vested as of the termination date, to Participant’s own personal brokerage
account; this step must be completed within 90 days following the employment termination date. Participant’s access to the E*Trade
Equity Edge Online platform, or any similar system, will be eliminated on the 90th day following the date of Participant’s
employment termination date.


 




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6.
Change in Control. Notwithstanding anything herein to the contrary, in the event of a Change in Control, treatment of this Option
shall be governed by Section 14 of the Plan.


 


7.
Rights as a Shareholder. The Participant shall not be deemed for any purpose, nor have any of the rights or privileges of, a shareholder
of the Company in respect of any shares of Stock subject to this Option unless, until and to the extent that (i) such Option shall have
been exercised pursuant to its terms, (ii) the Company shall have issued and delivered such shares of Stock to the Participant and (iii)
the Participant’s name shall have been entered as a shareholder of record with respect to such Option Shares on the books of the
Company. The Company shall cause the actions described in clauses (ii) and (iii) of the preceding sentence to occur promptly following
exercise as contemplated by this Agreement, subject to compliance with applicable laws and compliance with the requirements of this Agreement.


 


8.
Compliance with Legal Requirements. The granting and exercising of the Option, and any other obligations of the Company under this
Agreement, shall be subject to all applicable Federal, provincial, state, local and foreign laws, rules and regulations and to such approvals
by any regulatory or governmental agency as may be required. The Committee shall have the right to impose such restrictions on the Option
as it deems reasonably necessary or advisable under applicable Federal securities laws, the rules and regulations of any stock exchange
or market upon which shares of Stock are then listed or traded, and/or any blue sky or state securities laws applicable to such shares
of Stock. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary
or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. The Participant
agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of
Federal and state securities law in exercising his or her rights under this Agreement.


 


9.
Clawback. The Option and/or the Option Shares shall be subject (including on a retroactive basis) to clawback, forfeiture or similar
requirements (and such requirements shall be deemed incorporated by reference into this Agreement) to the extent required or permitted
by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act); provided that such requirement is in effect at the relevant time, and/or the rules and regulations
of any applicable securities exchange or inter-dealer quotation system on which the shares of Stock may be listed or quoted or if so
required pursuant to a written policy adopted by the Company.


 


10.
Miscellaneous.


 


(a)
Transferability. The Option shall be subject to the transfer restrictions contained in Section 12(l) of the Plan.


 


(b)
Amendment. The Committee at any time, and from time to time, may amend the terms of this Agreement; provided, however,
that the rights of the Participant shall not be materially adversely affected without the Participant’s written consent.


 


(c)
Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right
hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent
occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held
to constitute a waiver of any other breach or a waiver of the continuation of the same breach.


 


(d)
Section 409A. The Option is not intended to be subject to Section 409A of the Code and shall be interpreted accordingly. Notwithstanding
the foregoing or any provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A
of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Committee may,
in its sole reasonable discretion, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or
to avoid the incurrence of taxes, interest and penalties under Section 409A of the Code and (ii) maintain, to the maximum extent practicable,
the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the
Company or contravening the provisions of Section 409A of the Code. This Section 10(d) does not create an obligation on the part of the
Company to modify the Plan or this Agreement and does not guarantee that the Option or the Option Shares will not be subject to interest
and penalties under Section 409A.


 




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(e)
Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to be sufficient
if contained in a written instrument and shall be deemed to have been duly given when delivered in person, by telecopy, by nationally-recognized
overnight courier, or by first class registered or certified mail, postage prepaid, addressed to such party at the address set forth
below or such other address as may hereafter be designated in writing by the addressee to the addresser:


 








(i) if to the Company, to:


 


Biofrontera Inc.


120 Presidential Way, Suite 330


Woburn, Massachusetts 01801


Attention: Stock Plan Administrator

 





(ii)
if to the Participant, to the Participant’s home address on file with the Company.


 


All
such notices, requests, consents and other communications shall be deemed to have been delivered in the case of personal delivery or
delivery by telecopy, on the date of such delivery, in the case of nationally-recognized overnight courier, on the next business day,
and in the case of mailing, on the third business day following such mailing if sent by certified mail, return receipt requested.


 


(f)
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.


 


(g)
No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained,
in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way
the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at
any time for any reason whatsoever.


 


(h)
Fractional Shares. In lieu of issuing a fraction of a share of Stock resulting from any exercise of the Option, the Company shall
be entitled to pay to the Participant an amount equal to the Fair Market Value of such fractional share.


 


(i)
Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed
by the Committee and may, from time to time, amend or revoke such designation. If no beneficiary is designated, if the designation is
ineffective, or if the beneficiary dies before the balance of a Participant’s benefit is paid, the balance shall be paid to the
Participant’s estate. Notwithstanding the foregoing, however, a Participant’s beneficiary shall be determined under applicable
state law if such state law does not recognize beneficiary designations under Awards of this type and is not preempted by laws which
recognize the provisions of this Section 10(i).


 


(j)
Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns,
and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.


 


(k)
Entire Agreement. This Agreement, the Plan and the Restrictive Covenant Agreements contain the entire agreement and understanding
of the parties hereto with respect to the subject matter contained herein, and supersede all prior communications, representations and
negotiations in respect thereto.


 


(l)
Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without
regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the
application of the laws of any jurisdiction other than the State of Delaware.


 


(m)
Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation
or construction, and shall not constitute a part, of this Agreement.


 


(n)
Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)),
each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.


 


[Signature
Page to Follow]


 




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IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first written above.


 


	 	BIOFRONTERA
    INC.
	 	 	 
	 	
	 	By:	 
	 	Its:
    	 
	 	 	 
	 	
	 	[Participant
    Name]