Exhibit
10.12


 


Biofrontera
Inc


 


2021
OMNIBUS INCENTIVE PLAN


 


1.
Purpose


 


The
purpose of the Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in
the employ of the Company and its Affiliates and to provide a means whereby employees, directors and consultants of the Company and its
Affiliates can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value of Common
Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of interest
between stockholders and these persons.


 


This
Plan document is an omnibus document which may include, in addition to the Plan, separate sub-plans (“Sub Plans”)
that permit offerings of grants to employees of certain Designated Foreign Subsidiaries. Offerings under the Sub Plans may be made in
particular locations outside the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions.
The Plan shall be a separate and independent plan from the Sub Plans, but the total number of shares of Stock authorized to be issued
under the Plan applies in the aggregate to both the Plan and the Sub Plans.


 


So
that the appropriate incentive can be provided, the Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Phantom Stock Awards, Stock Bonuses and Cash Bonus Awards, or any combination
or variation of the foregoing.


 


The
Plan is effective upon the date approved by the Company’s stockholders.


 


2.
Definitions


 


The
following definitions shall be applicable throughout the Plan.


 


(a)
“Affiliate” means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the
Company and (ii) to the extent provided by the Committee, any entity in which the Company has a significant equity interest.


 


(b)
“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Phantom Stock Award, Stock Bonus or Cash Bonus Award granted under the Plan.


 


(c)
“Award Agreement” means an agreement pursuant to which an Award is granted.


 


(d)
“Board” means the Board of Directors of the Company.


 


(e)
“Cash Bonus Award” means an Award of a cash bonus pursuant to Section 11(a) of the Plan.


 


(f)
“Cause” shall mean, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Company
or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any existing employment,
consulting or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or,
in the absence of such an employment, consulting or other agreement, upon (i) the good faith determination by the Committee that the
Participant has ceased to perform his duties to the Company or an Affiliate (other than as a result of his incapacity due to physical
or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties to such party, provided that
no such failure shall constitute Cause unless the Participant has been given notice of such failure (if cure is reasonably possible)
and has not cured such act or omission within 15 days following receipt of such notice, (ii) the Committee’s good faith determination
that the Participant has engaged or is about to engage in conduct materially injurious to the Company or an Affiliate, (iii) the Participant
having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty,
(iv) the consistent failure of the Participant to follow the lawful instructions of the Board or his direct superiors, which failure
amounts to an intentional and extended neglect of his duties to such party, or (v) in the case of a Participant who is a non-employee
director, the Participant ceasing to be a member of the Board in connection with the Participant engaging in any of the activities described
in clauses (i) through (iv) above.


 




    	 



     


    

 


(g)
“Change in Control” shall, unless in the case of a particular Award the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i)
the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis)
of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common
Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar
right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute
a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored
or maintained by the Company or any Affiliate, (III) any acquisition which complies with clauses (A), (B) and (C) of subsection (v) of
this Section 2(f) or (IV) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of
persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);


 


(ii)
individuals who, on the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination
for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or
by approval of a registration statement of the Company describing such person’s inclusion on the Board, or a proxy statement of
the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result
of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of
proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;


 


(iii)
the dissolution or liquidation of the Company;


 


(iv)
the sale, transfer or other disposition of all or substantially all of the business or assets of the Company; or


 


(v)
the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the
issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:
(A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the “Surviving Company”),
or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities
eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the
“Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior
to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted
pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the
voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B)
no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company, or one or more
Designated Holders), is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the outstanding
voting securities eligible to elect members of the board of directors of the Parent Company (or the analogous governing body) (or, if
there is no Parent Company, the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous
governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business
Combination were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such
Business Combination.


 




    	 	2	 



     


    

 


(h)
“Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed
to include any amendments or successor provisions to such section and any regulations under such section.


 


(i)
“Committee” means the Compensation Committee of the Board, or if the Board is acting as the Committee, the individuals constituting
Eligible Directors of the Board.


 


(j)
“Common Stock” means the common stock, par value $0.001 per share, of the Company and any stock into which such common stock
may be converted or into which it may be exchanged.


 


(k)
“Company” means Biofrontera Inc and any successor thereto.


 


(l)
“Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in
such authorization or, if there is no such date, the date indicated on the applicable Award Agreement.


 


(m)
“Designated Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country other than
the United States of America that may be designated by the Board or the Committee from time to time.


 


(n)
“Disability” means, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Company
or an Affiliate having cause to terminate a Participant’s employment or service on account of “disability,” as defined
in any existing employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the
absence of such an employment, consulting or other agreement, a condition entitling the Participant to receive benefits under a long-term
disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced,
as determined by the Committee based upon medical evidence acceptable to it.


 


(o)
“Effective Date” means the date on which this Plan is approved by the Company’s stockholders.


 


(p)
“Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation, and (ii) an “independent
director” under the rules of the stock exchange on which the Stock is listed or the National Association of Securities Dealers
Automated Quotation System (the “Nasdaq”), as applicable;.


 


(q)
“Eligible Person” means any (i) individual regularly employed by the Company or Affiliate who satisfies all of the requirements
of Section 6; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible
Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument
relating thereto; (ii) director of the Company or an Affiliate or (iii) consultant or advisor to the Company or an Affiliate who may
be offered securities pursuant to Form S-8.


 


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


 


(s)
“Fair Market Value,” on a given date, means (i) if the Stock is listed on a national securities exchange, the closing price
reported as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed
on any national securities exchange but is quoted in the Nasdaq National Market on a last sale basis, the last sale price on such date,
or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not
listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Committee to be
the fair market value based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations
of the Internal Revenue Service.


 




    	 	3	 



     


    

 


(t)
“Good Reason” shall mean, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Participant
having “good reason” to terminate the Participant’s employment or service, as defined in any existing employment, consulting
or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or, in the absence
of such an employment, consulting or other agreement, upon (i) a material diminution in the Participant’s base compensation or
target bonus below the amount as of the date of the award, totaling more than 20% in the aggregate provided, however, that such exclusion
shall not apply if the material diminution in the Participant’s base compensation occurs in connection with a Change in Control;
(ii) a material diminution in the Participant’s authority, duties or responsibilities; (iii) a material change in the geographic
location at which the Participant must perform services; or (iv) any action or inaction that constitutes a material breach by the Company
of the Plan or an Award Agreement entered into with the Participant; provided, however, that for the Participant to be able to terminate
his or her employment with the Company on account of “Good Reason” the Participant must provide notice of the occurrence
of the event constituting Good Reason and his or her desire to terminate his or her employment with the Company on account of such Good
Reason, and the Company must have a period of thirty (30) days following receipt of such notice to cure the condition. If the Company
does not cure the event constituting Good Reason within such thirty (30) day period, the Participant’s employment will terminate
the day immediately following the end of such thirty (30) day period, unless the Company provides for an earlier employment termination
date.


 


(u)
“Incentive Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by
the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth herein.


 


(v)
“Nonqualified Stock Option” means an Option granted by the Committee to a Participant under the Plan which is not designated
by the Committee as an Incentive Stock Option.


 


(w)
“Option” means an Award granted under Section 7 of the Plan.


 


(x)
“Option Period” means the period described in Section 7(c) of the Plan.


 


(y)
“Option Price” means the exercise price for an Option as described in Section 7(a) of the Plan.


 


(z)
“Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an
Award pursuant to Section 6 of the Plan.


 


(aa)
“Parent” means any parent of the Company, as defined in Section 424(e) of the Code.


 


(bb)
“Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing
the Performance Goal(s) for a Performance Period with respect to any Award under the Plan. The Performance Criteria that may be used
to establish the Performance Goal(s) may be based on the achievement of specific levels of performance of the Company (or Affiliate,
division or operational unit of the Company). Performance Criteria, may include, without limitation, any of the following: (i) net earnings
or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue
growth; (iv) gross revenue; (v) new client revenue; (vi) gross profit or gross profit growth; (vii) net operating profit (before or after
taxes; (viii) return measures (including, but not limited to, return on assets, capital, invested capital, equity or sales); (ix) cash
flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (x) earnings before or after
taxes, interest, depreciation and/or amortization; (xi) share price (included, but not limited to, growth measures and total stockholder
return); and (xii) any other objective or subjective criterion or criteria that the Committee may select from time to time.


 




    	 	4	 



     


    

 


Without
limiting the Committee’s authority to select any Performance Criteria as it determines appropriate, any Performance Criteria may
be used on an absolute or relative basis to measure the performance of the Company and/or an Affiliate as a whole or any business unit
of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any Performance Criteria as
compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion,
deems appropriate, or the Company may select Performance Criterion as compared to a selected peer group or published index. Performance
goals may also be based on individual performance goals. The Committee also has the authority to provide for accelerated vesting of any
Award based on the achievement of Performance Goals pursuant to the Performance Criteria.


 


(cc)
“Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance
Period based upon the Performance Criteria. The Committee is authorized at any time during a Performance Period, in its sole and absolute
discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period based on the occurrence of any of following
events: (i) asset write downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting
principles, or other laws or regulatory rules affecting reported result; (iv) any reorganization or restructuring programs; (v) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) or unusual or
infrequently occurring items pursuant to Accounting Standards Update 2015-01 (or any successor pronouncement thereto) and/or in management’s
discussion and analysis of financial conditions and results of operations appearing in the Company’s annual report to stockholders
for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable
category thereof; (viii) foreign exchange gains or losses; (ix) a change in the Company’s fiscal year; or (x) any other event or
circumstance the Committee deems appropriate.


 


(dd)
“Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of
one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of an Award.


 


(ee)
“Phantom Stock Award” shall mean a cash award whose value is determined based on the change in the value of the Company Common
Stock from the Effective Date.


 


(ff)
“Plan” means this Biofrontera Inc 2021 Omnibus Incentive Plan, as may be amended from time to time.


 


(gg)
“Restricted Period” means, with respect to any Award of Restricted Stock or any Restricted Stock Unit, the period of time
determined by the Committee during which such Award is subject to the restrictions set forth in Section 9 or, as applicable, the period
of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(hh)
“Restricted Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions
set forth in Section 9 of the Plan.


 


(ii)
“Restricted Stock Unit” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award
made under Section 9.


 


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


 


(kk)
“Senior Participant” means each employee of the Company or an Affiliate holding the office of vice president or any office
senior to the office of vice president.


 


(ll)
“Stock” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to
time authorize for use under the Plan.


 


(mm)
“Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(nn)
“Stock Bonus” means an Award granted under Section 10 of the Plan.


 




    	 	5	 



     


    

 


(oo)
“Stock Option Agreement” means any agreement between the Company and a Participant who has been granted an Option pursuant
to Section 7 which defines the rights and obligations of the parties thereto.


 


(pp)
“Strike Price” means, (i) in the case of a SAR granted in tandem with an Option, the Option Price of the related Option,
or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.


 


(qq)
“Subsidiary” means any subsidiary of the Company, as defined in Section 424(f) of the Code.


 


(rr)
“Substitute Award” means an Award granted or issued to a Participant in assumption or substitution of outstanding awards
by an entity acquired by the Company or any Affiliate or Subsidiary or with which the Company, an Affiliate or a Subsidiary combines.


 


(ss)
“Vested Unit” shall have the meaning ascribed thereto in Section 9(d).


 


3.
Effective Date, Duration and Stockholder Approval


 


The
Plan is effective as of the Effective Date. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved
by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(i) of
the Code; provided, that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure
to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.


 


The
expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date;
provided, however, that the administration of the Plan shall continue in effect until all matters relating to Awards previously granted
have been settled.


 


4.
Administration


 


(a)
The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority
of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be
deemed the acts of the Committee.


 


(b)
Subject to the provisions of the Plan and applicable law, the Committee shall have the power, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards
to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights,
or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities,
other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Stock,
other securities, other Options, other property and other amounts payable with respect to an Award shall be deferred either automatically
or at the election of the holder thereof or of the Committee; (vii) accelerate the exercisability of any option or SAR and to remove
any restriction on any Award; (viii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission
in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (ix) establish, amend, suspend, or waive such
rules and regulations; (x) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (xi) make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


 


(c)
Notwithstanding the foregoing, the Committee may delegate to any officer or officers of the Company or any Affiliate the authority to
act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is
allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons subject to
Section 16 of the 1934 Act.


 




    	 	6	 



     


    

 


(d)
Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation,
the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder.


 


(e)
No member of the Board, Committee or any officer or employee to whom authority has been delegated administrative authority shall be liable
for any action or determination made in good faith with respect to the Plan or any Award hereunder.


 


5.
Grant of Awards; Shares Subject to the Plan


 


The
Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Phantom
Stock Awards, Stock Bonuses and/or Cash Bonus Awards to one or more Eligible Persons; provided, however, that:


 


(a)
Subject to Section 13, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan as of the Effective
Date is 2,750,000 shares of Stock.


 


(b)
Shares of Stock shall not be deemed to have been used in settlement of Awards in the event the Award is settled in cash. Shares of Stock
delivered (either directly or by means of attestation) in full or partial satisfaction of applicable tax withholding obligations or withheld
by the Company in full or partial satisfaction of applicable tax withholding obligations for any Award, other than an Option or a SAR,
shall be deducted from the number of shares of Stock delivered to a Participant pursuant to such Award for purposes of determining the
number of shares of Stock acquired pursuant to the Plan. If and to the extent an Award under the Plan expires, terminates or is canceled
for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award shall again
become available for future Awards under the Plan. For purposes of the foregoing sentence, a Participant shall not be deemed to have
received any “benefit” (i) in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights and
dividend rights prior to the date of forfeiture or (ii) in the case of an Award canceled pursuant to Section 5(e) by reason of a new
Award being granted in substitution therefor.


 


(c)
Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company,
Stock purchased on the open market or by private purchase, or a combination of the foregoing.


 


(d)
Subject to Section 13, (i) no person may be granted Options or SARs under the Plan during any calendar year with respect to more than
900,000 shares of Stock, (ii) the maximum number of time-based Restricted Stock, Restricted Stock Units, Phantom Stock Awards or Stock
Bonuses that may be granted to any one Participant under the Plan in a calendar year is 900,000 shares of Stock or, in the event such
Award is paid in cash, the equivalent cash value thereof on the date of vesting, and (iii) the maximum number of performance-based Restricted
Stock, Restricted Stock Units, Phantom Stock Awards or Stock Bonuses that may be granted to any one Participant under the Plan in a calendar
year is 900,000 shares of Stock or, in the event such Award is paid in cash, the equivalent cash value thereof on the date of vesting.
The maximum amount that can be paid in any calendar year to any Participant pursuant to a Cash Bonus Award described in Section 11 shall
be $1,500,000.


 


(e)
Without limiting the generality of the preceding provisions of this Section 5, the Committee may, but solely with the Participant’s
consent, agree to cancel any Award under the Plan and issue a new Award in substitution therefor upon such terms as the Committee may
in its sole discretion determine, provided that the substituted Award satisfies all applicable Plan requirements as of the date such
new Award is granted.


 


(f)
Substitute Awards shall not be counted against the shares of Stock available for granting Awards under the Plan.


 


(g)
In the event the Company or any Subsidiary or Affiliate acquires or combines with a company that has shares available under a pre-existing
plan, such shares shall be available for grant of Awards under this Plan, subject to applicable listing exchange requirements and shall
not be counted against the shares of Stock available for granting Awards under the Plan.


 




    	 	7	 



     


    

 


(h)
Notwithstanding any other provision in the Plan to the contrary, the maximum number of shares of Stock subject to Awards granted during
a single calendar year to any Eligible Director, taken together with any cash fees paid during the calendar year to the Eligible Director
in respect of the Eligible Director’s service as a member of the Board during such year (including service as a member or chair
of any committees of the Board), shall not have an aggregate Fair Market Value on the Date of Grant (computed as of the Date of Grant
in accordance with applicable financial accounting rules) in excess of $300,000. The independent members of the Board may make exceptions
to this limit for a non-executive chair of the Board, provided that the Eligible Director receiving such additional compensation may
not participate in the decision to award such compensation.


 


6.
Eligibility


 


Participation
shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee,
or from a person designated by the Committee, that they have been selected to participate in the Plan.


 


7.
Options


 


The
Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided,
however, that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the Company or a Parent
or Subsidiary. Each Option so granted shall be subject to the conditions set forth in this Section 7, or to such other conditions as
may be reflected in the applicable Stock Option Agreement.


 


(a)
Option Price. Except with respect to an Option that is a Substitute Award, the exercise price (“Option Price”)
per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market Value
of a share of Stock on the Date of Grant.


 


(b)
Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment
in full of the Option Price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of
written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable (i) in cash,
check, cash equivalent and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means
of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company), (ii)
in the discretion of the Committee, either (A) in other property having a fair market value on the date of exercise equal to the Option
Price or (B) by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an
amount of loan proceeds, or proceeds from the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iii) by
such other method as the Committee may allow. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise
an Option in the manner described in clause (ii) or (iii) of the preceding sentence if the Committee determines that exercising an Option
in such manner would violate the Sarbanes-Oxley Act of 2002, any other applicable law or the applicable rules and regulations of the
Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter dealer quotation system
on which the securities of the Company or any Affiliates are listed or traded. Options may be exercised only with respect to whole shares
of Stock or their equivalents.


 


(c)
Vesting, Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined
by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option
Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may,
in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of
such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof
which become exercisable shall remain exercisable until the Option expires.


 




    	 	8	 



     


    

 


(d)
Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement.
Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to the
following terms and conditions:


 


(i)
Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.


 


(ii)
Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall
cease to be exercisable, as to any share of Stock, when the Participant purchases the share or exercises a related SAR or when the Option
expires.


 


(iii)
Subject to Section 12(l), Options shall not be transferable by the Participant except by will or the laws of descent and distribution
and shall be exercisable during the Participant’s lifetime only by him.


 


(iv)
Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee
and set forth in the Stock Option Agreement.


 


(v)
At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee
a written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for resale
or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance with all
applicable federal and state securities laws. Upon such a request by the Committee, delivery of such representation prior to the delivery
of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to
purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation
has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such
representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.


 


(vi)
Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or
she makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying
disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive
Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company
may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Stock acquired pursuant
to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding
sentence, subject to complying with any instructions from such Participant as to the sale of such Stock.


 


(vii)
An Option Agreement may, but need not, include a provision whereby a Participant may elect, at any time before the termination of the
Participant’s employment with the Company, to exercise the Option as to any part or all of the shares of Stock subject to the Option
prior to the full vesting of the Option. Any unvested shares of Stock so purchased may be subject to a share repurchase option in favor
of the Company or to any other restriction the Committee determines to be appropriate. The Company shall not exercise its repurchase
option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting
purposes) have elapsed following the exercise of the Option unless the Committee otherwise specifically provides in an Stock Option Agreement.


 


(e)
Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive
Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock
of the Company or of a Subsidiary or Parent, the Option Period shall not exceed five years from the Date of Grant of such Option and
the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.


 


(f)
$100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the
Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year
(under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.


 




    	 	9	 



     


    

 


8.
Stock Appreciation Rights


 


Any
Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent
amendment. The Committee also may award SARs to Eligible Persons independent of any Option. A SAR shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following:


 


(a)
Vesting, Transferability and Expiration. A SAR granted in connection with an Option shall become exercisable, be transferable
and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option.
A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule,
transferability rules and expiration provisions as established by the Committee and reflected in an Award Agreement.


 


(b)
Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject
to the SAR multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price.
The Company shall pay such excess in cash (taking into consideration any adverse tax consequences to the Participant under Section 409A
of the Code), in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional
shares shall be settled in cash.


 


(c)
Method of Exercise. A Participant may exercise a SAR at such time or times as may be determined by the Committee at the time of
grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and
the date on which such SARs were awarded.


 


(d)
Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, a SAR shall expire on a date
designated by the Committee which is not later than ten years after the Date of Grant of the SAR.


 


(e)
Tax Considerations. The Committee shall take into account Section 409A of the Code and applicable regulatory guidance thereunder
before granting a SAR.


 


9.
Restricted Stock and Restricted Stock Units


 


(a)
Award of Restricted Stock and Restricted Stock Units.


 


(i)
The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or
transfer Restricted Stock to Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock
and Restricted Stock Units, including the Restricted Period and any applicable Performance Goals, as applicable, which may differ with
respect to each grantee, the time or times at which Restricted Stock or Restricted Stock Units shall be granted or become vested and
the number of shares or units to be covered by each grant.


 


(ii)
Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted
Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the
applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement
satisfactory to the Committee, if applicable, and (B) the appropriate blank stock power with respect to the Restricted Stock covered
by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an
escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth in Section 9(b), the Participant
generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted
Stock.


 




    	 	10	 



     


    

 


(iii)
Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued
and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If an escrow arrangement
is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it,
registered in the name of the Participant.


 


(iv)
The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award Agreement. No shares of Stock shall
be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of
any such Award. At the discretion of the Committee and subject to Section 12(b), each Restricted Stock Unit (representing one share of
Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Stock (“dividend equivalents”).


 


(b)
Restrictions.


 


(i)
Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period,
and to such other terms and conditions, including and without limitation, the satisfaction of any applicable Performance Goals during
such period, as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the Participant shall not be
entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the
Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 9(c) and the applicable Award Agreement;
and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant
to such shares and as a stockholder with respect to such shares shall terminate without further obligation on the part of the Company.


 


(ii)
Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and
satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award Agreement, and to
the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without
further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.


 


(iii)
The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever
it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted
Stock or Restricted Stock Units are granted, such action is appropriate.


 


(c)
Restricted Period. With respect to Restricted Stock and Restricted Stock Units, the Restricted Period shall commence on the Date
of Grant and end at the time or times set forth on a schedule established by the Committee in the applicable Award Agreement.


 


(d)
Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect
to any shares of Restricted Stock, the restrictions set forth in Section 9(b) and the applicable Award Agreement shall be of no further
force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used,
upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the stock certificate evidencing
the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the
nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted
Stock and the interest thereon, if any.


 


Subject
to the applicable Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units,
the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Stock for each such outstanding Restricted
Stock Unit (“Vested Unit”) and cash equal to any dividend equivalents credited with respect to each such Vested Unit
in accordance with Section 9(a)(iv) hereof and the interest thereon or, at the discretion of the Committee, in shares of Stock having
a Fair Market Value equal to such dividend equivalents and interest thereon, if any; provided, however, that, the Committee may, in its
sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock for Vested Units or (ii)
delay the delivery of Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration of the Restricted Period.
If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be equal to the Fair Market Value of
the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.


 




    	 	11	 



     


    

 


(e)
Stock Restrictions. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in
the form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company
deems appropriate:


 


Transfer
of this certificate and the shares represented hereby is restricted pursuant to the terms of the Biofrontera Inc 2021 Omnibus Incentive
Plan and a Restricted Stock Award Agreement, dated as of _____________, between Biofrontera Inc and __________________. A copy of such
Plan and Agreement is on file at the offices of Biofrontera Inc.


 


Stop
transfer orders shall be entered with the Company’s transfer agent and registrar against the transfer of legended securities.


 


10.
Stock Bonus Awards


 


The
Committee may issue unrestricted Stock, or other Awards denominated in Stock, including and without limitation, fully-vested deferred
stock units, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and
conditions as the Committee shall from time to time in its sole discretion determine. A Stock Bonus Award under the Plan shall be granted
as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.


 


11.
Cash Bonus Awards and Certain Limitations


 


The
Committee shall have the authority to make an Award of a cash bonus to any Participant. Any such Award may be subject to a Performance
Period, Performance Goals or such other terms and conditions as the Committee may designate in the applicable Award Agreement.


 


12.
General


 


(a)
Additional Provisions of an Award. Awards to a Participant under the Plan also may be subject to such other provisions (whether
or not applicable to Awards granted to any other Participant) as the Committee determines appropriate, including, without limitation,
provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee determines
that providing such financing does not violate the Sarbanes-Oxley Act of 2002), adding dividend equivalent rights or other protections
to Participants in respect of dividends paid on Stock underlying any Award (in addition to and subject to those provisions of Section
9, including the prohibition on currently paying dividends or dividend equivalents prior to the release of restrictions or settlement
of the corresponding Restricted Stock or Restricted Stock Units), provisions for the forfeiture of or restrictions on resale or other
disposition of shares of Stock acquired under any Award, provisions giving the Company the right to repurchase shares of Stock acquired
under any Award in the event the Participant elects to dispose of such shares, provisions allowing the Participant to elect to defer
the receipt of payment in respect of Awards for a specified period or until a specified event, and provisions to comply with Federal
and state securities laws and Federal and state tax withholding requirements; provided, however, that any such deferral
does not result in acceleration of taxability of an Award prior to receipt, or tax penalties, under Section 409A of the Code. Any such
provisions shall be reflected in the applicable Award Agreement.


 


(b)
Treatment of Dividends and Dividend Equivalents on Unvested Awards. In no event shall dividends or dividend equivalents (whether
paid in cash or shares of Stock) be paid with respect to Options or Stock Appreciation Rights. Notwithstanding any other provision of
the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends
are declared during the period that an Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or
credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable
Award and shall only be paid at the time or times such vesting requirement(s) are satisfied and the Award is settled (as applicable).


 




    	 	12	 



     


    

 


(c)
Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges
of ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person.


 


(d)
Government and Other Regulations. The obligation of the Company to settle Awards in Stock shall be subject to all applicable laws,
rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of
any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering
to sell or selling, any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the
Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to
the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms
and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the
Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under
the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer
of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability
of any such exemption.


 


(e)
Tax Withholding.


 


(i)
A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby
authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts
owing to a Participant, the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in respect
of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes.


 


(ii)
Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding (at a tax withholding rate that will not result in adverse accounting implications for the Company)
by (A) the delivery of shares of Stock owned by the Participant having a Fair Market Value equal to such withholding liability, (B) having
the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number
of shares with a Fair Market Value equal to such withholding liability, (C) by delivering to the Committee a copy of irrevocable instructions
to a stockbroker to deliver promptly to the Company an amount of loan proceeds, or proceeds from the sale of the Stock subject to the
Option, sufficient to pay the withholding liability or (D) by such other method as the Committee may allow.


 


(f)
Claim to Awards and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right
to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award.
Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or
service of the Company or an Affiliate.


 


(g)
Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons
as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his
death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary
by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the
Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is
filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death,
his or her estate.


 


(h)
Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the
Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person
or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs
the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.


 




    	 	13	 



     


    

 


(i)
No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument
executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith,
and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company
to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost
or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission
to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however,
that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.


 


(j)
Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable
to contracts made and performed wholly within the State of Delaware.


 


(k)
Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to
purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets,
nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors
of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services,
they shall have the same rights as other employees under general law.


 


(l)
Nontransferability.


 


(i)
Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the Company and subject to
the approval of the Committee or a duly authorized officer of the Company, an Option may be transferred pursuant to a domestic relations
order.


 


(ii)
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred
by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement
to preserve the purposes of the Plan, to:


 


A.
any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively,
the “Immediate Family Members”);


 


B.
a trust solely for the benefit of the Participant and his or her Immediate Family Members;


 


C.
a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members;
or


 




    	 	14	 



     


    

 


D.
other transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable
Award Agreement;


 


(each
transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the
Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii)
The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the shares of Stock to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate, (C) the Committee or
the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have
been required to be given to the Participant under the Plan or otherwise, and (D) the consequences of the termination of the Participant’s
employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue
to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.


 


(m)
Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made
by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the
Plan by any person or persons other than himself.


 


(n)
Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other
plan.


 


(o)
Expenses. The expenses of administering the Plan shall be borne by the Company and Affiliates.


 


(p)
Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.


 


(q)
Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event
of any conflict, the text of the Plan, rather than such titles or headings shall control.


 


(r)
Termination of Employment. Unless an applicable Award Agreement provides otherwise, for purposes of the Plan, a person who transfers
from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated
employment or service with the Company or an Affiliate.


 


(s)
Severability. If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.


 


(t)
Compliance with Applicable Law. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to
add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable
in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.


 




    	 	15	 



     


    

 


13.
Changes in Capital Structure


 


Awards
granted under the Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated
in Section 5(a) and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period
stated in Sections 5(d) or 11(b) shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion,
as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee
to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or
extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any
change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement
of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with
the intended operation of the Plan. Any adjustment in Incentive Stock Options under this Section 13 shall be made only to the extent
not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section
13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The
Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding
for all purposes.


 


Notwithstanding
the above, if the Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is
received by stockholders of the Company in a form other than stock or other equity interests of the surviving entity then the Committee
may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause the
holders thereof to be paid, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of
Stock received or to be received by other stockholders of the Company in the event.


 


The
terms of this Section 13 may be varied by the Committee in any particular Award Agreement.


 


14.
Effect of Change in Control


 


(a)
The Committee may, but is not required to, provide in any particular Award Agreement:


 


(i)
In the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, and
either in or not in combination with another event such as a termination of the applicable Participant by the Company without Cause,
all Options and SARs subject to such Award shall become immediately exercisable with respect to 100 percent of the shares subject to
such Option or SAR, and/or that the Restricted Period shall expire immediately with respect to 100 percent of such shares of Restricted
Stock or Restricted Stock Units subject to such Award (including a waiver of any applicable Performance Goals) and, to the extent practicable,
such acceleration of exercisability and expiration of the Restricted Period (as applicable) shall occur in a manner and at a time which
allows affected Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their
Awards.


 


(ii)
In the event of a Change in Control, all incomplete Performance Periods in respect of such Award in effect on the date the Change in
Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which Performance Goals with
respect to each such Award Period have been met based upon such audited or unaudited financial information then available as it deems
relevant, (B) cause to be paid to the applicable Participant partial or full Awards with respect to Performance Goals for each such Award
Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and (C) cause the Award, if previously
deferred, to be settled in full as soon as possible.


 


(b)
In addition, in the event of a Change in Control, the Committee may in its discretion, cancel any outstanding Awards and pay to the holders
thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Stock received or to
be received by other stockholders of the Company in the event.


 




    	 	16	 



     


    

 


(c)
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all
of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’
rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization
or transfer of assets.


 


(d)
If (i) within 12 months following a Change in Control or (ii) in contemplation of a Change in Control, a Senior Participant’s employment
with the Company or any Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason, all
Awards held by such Senior Participant, irrespective of the vesting schedule, shall become fully vested and immediately exercisable and,
if applicable, the Restricted Period shall end at the time of such termination.


 


15.
Nonexclusivity of the Plan


 


Neither
the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed
as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally
or only in specific cases.


 


16.
Amendments and Termination


 


(a)
Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion
thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without
stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including
as necessary to comply with any applicable stock exchange listing requirement); and provided, further that any such amendment,
alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of
any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.
The termination date of the Plan, following which no Awards may be granted hereunder, the tenth anniversary of the Effective Date; provided,
that such termination shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such
Awards.


 


(b)
Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted
or the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary; and
provided further that, other than in connection with an equitable adjustment under Section 13 or a Change in Control, without stockholder
approval, (i) no amendment or modification may reduce the Option Price of any Option or the Strike Price of any SAR, (ii) the Committee
may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Option Price or Strike Price, as the
case may be) in a manner which would either (A) (if the Company is subject to the reporting requirement of the Exchange Act) be reportable
on the Company’s proxy statement as Options which have been “repriced” (as such term is used in Item 402 of Regulation
S-K promulgated under the Exchange Act), or (B) result in any Option being accounted for under the “variable” method for
financial statement reporting purposes and (iii) the Committee may not take any other action which is considered a “repricing”
for purposes of the stockholder approval rules of the applicable stock exchange on which the Stock is listed, if any. In no event may
the Company buyout for cash any Option or SAR whose Option Price or Strike Price (as applicable) on the date of purchase exceeds the
Fair Market Value of the Company’s Stock.


 


17.
Compliance with Section 409A.


 


(a)
It is intended that any amounts payable under this Plan shall either be exempt from or comply with Section 409A of the Code (including
the Treasury regulations and other published guidance relating thereto) so as not to subject a Participant to payment of any interest
or additional tax imposed under Section 409A of the Code. To the extent that any amount payable under this Agreement would trigger the
additional tax, penalty or interest imposed by Section 409A of the Code, this Plan shall be modified to avoid such additional tax, penalty
or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant. In no event shall
the Company, any member of the Board of Directors, or any employee, agent or other service provider have any liability to any Participant
for any tax, fine or penalty associated with any failure to comply with the requirements of Section 409A of the Code.


 




    	 	17	 



     


    

 


(b)
To the extent a payment or benefit is nonqualified deferred compensation subject to Section 409A of the Code, a termination of employment
shall not be deemed to have occurred for purposes of any provision of this Plan or any Award Agreement providing for the payment of any
amounts upon or following a termination of employment unless such termination is also a “separation from service” within
the meaning of Section 409A of the Code and, for purposes of any such provision of this Plan and any Award Agreement, references to a
“termination,” “termination of employment” or like terms shall mean “separation from service.” If
a Participant is deemed on the date of a separation from service (within the meaning of Section 409A of the Code) to be a “specified
employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology
and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Section 409A
of the Code), then with regard to any payment or the provision of any benefit that is “nonqualified deferred compensation”
within the meaning of Code Section 409A and which is paid as a result of the Participant’s “separation from service,”
such payment or benefit shall not be made or provided prior to the date which is the earlier of (A) the expiration of the six-month period
measured from the date of such “separation from service” of the Participant, and (B) the date of the Participant’s
death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this clause
(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed
to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance
with the normal payment dates specified for them herein.


 


(c)
For purposes of Section 409A of the Code, the Participant’s right to receive any installment payments pursuant to this Plan or
any Award Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under the Plan
or any Award Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty
days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion
of the Company.


 


(d)
With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect
the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing
clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely
because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made
on or before the last day of the Participant’s taxable year following the taxable year in which the expense was incurred.


 


18.
Forfeiture and Recoupment.


 


Without
limiting in any way the generality of the Committee’s power to specify any terms and conditions of an Award consistent with law,
and for greater clarity, the Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with
respect to an Award, including any payment of Shares received upon exercise or in satisfaction of an Award under the Plan shall be subject
to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable
vesting or performance conditions, without limit as to time. Such events shall include, but not be limited to, failure to accept the
terms of the Award Agreement, termination of service under certain or all circumstances, violation of material Company policies, misstatement
of financial or other material information about the Company, fraud, misconduct, breach of noncompetition, confidentiality, nonsolicitation,
noninterference, corporate property protection, or other agreements that may apply to the Participant, or other conduct by the Participant
that the Committee determines is detrimental to the business or reputation of the Company and its Affiliates, including facts and circumstances
discovered after termination of service. Awards granted under the Plan shall be subject to any clawback, compensation recovery policy
or minimum stock holding period requirement as may be adopted or amended by the Company from time to time.


 




    	 	18	 



     


    

 


 


19.
Whistleblower Provisions.


 


Nothing
contained herein prohibits the Participant from: (1) reporting possible violations of federal law or regulations, including any possible
securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the whistleblower
provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs, including but not
limited to any such programs managed by the U.S. Securities and Exchange.


 


20.
Broker-Assisted Sales.


 


In
the event of a broker-assisted sale of Stock in connection with the payment of amounts owed by a Participant under or with respect to
the Plan or Awards: (a) any Stock to be sold through the broker-assisted sale will be sold on the day the payment first becomes due,
or as soon thereafter as practicable; (b) such Stock may be sold as part of a block trade with other Participants in the Plan in which
all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs
of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages,
or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount
owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its
designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are
insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand
to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 


21.
Data Privacy


 


As
a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of personal data as described in this section by and among the Company and its Subsidiaries and Affiliates exclusively
for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and
Affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number;
birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Stock held in the
Company or its Subsidiaries and Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”).
The Company and its Subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage
a Participant’s participation in the Plan, and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties
assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s
country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required
Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Stock. The Data related
to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in
the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information
about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the
Participant or refuse or withdraw the consents in this Section 21 in writing, without cost, by contacting the local human resources representative.
The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant
may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 21. For more information on the
consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.


 


*
* *


 


As
adopted by the Board of Directors of


Biofrontera
Inc as of July 23, 2021.






 




    	 	19