Exhibit
4.3


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK AND WARRANTS ISSUABLE UPON EXERCISE OF
THIS UNIT PURCHASE OPTION MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION Error!
Reference source not found. OF THIS WARRANT.


 


BIOFRONTERA
INC.


UNIT
PURCHASE OPTION 


 


FOR
THE PURCHASE OF [    ] UNITS


EACH
UNIT CONSISTING OF ONE SHARE OF COMMON STOCK


AND
ONE WARRANT TO PURCHASE COMMON STOCK


 


Unit
Purchase Option No. [   ]


Number
of Units: [   ]


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


 


BIOFRONTERA
INC. (THE “COMPANY”) HEREBY CERTIFIES THAT, in consideration of $[      ] duly paid by or
on behalf of all of the recipients of Unit Purchase Options, [           ] (“Holder”),
as registered owner of this Unit Purchase Option (“Unit Purchase Option” or “UPO”), Holder is entitled,
subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise
of this UPO (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the Stockholder Approval Date (as defined in the Securities Purchase Agreement), but not after 11:59
p.m., New York time, on the Expiration Date (as defined below), up to [        ] units (subject to
adjustment as provided herein) consisting of (i) one fully paid and non-assessable share of Common Stock (as defined below) and (ii)
one warrant to purchase one fully paid and non-assessable share of Common Stock (each a “Warrant Share”, and such number
of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have
the meanings set forth in Section 15. This Warrant is being issued pursuant to the Placement Agent Agreement among Roth Capital Partners,
LLC and The Benchmark Company, LLC, qua Placement Agents, and the Company dated November 29, 2021, and solely for the purposes
of this UPO shall be considered one of the Warrants to Purchase Units (the “SPA Warrants”) issued pursuant to Section 1 of
that certain Securities Purchase Agreement, dated as of November 29, 2021 (the “Subscription Date”), by and among the Company
and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”).
During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the UPO. This UPO is
initially exercisable at $[    ] per Unit (or [         ]% of the purchase
price of the Units being sold in the Offering) so purchased; provided, however, that upon the occurrence of any of the events specified
in Section 2 hereof, the rights granted by this UPO, including the exercise price per Unit and the number of Units to be received upon
such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price
or the adjusted exercise price, depending on the context. This UPO is one of the UPOs issued pursuant to Section 2.3(a)(ii) of the Placement
Agency Agreement, dated as of November 29, 2021, by and among the Company and Roth Capital Partners, LLC and The Benchmark Company, LLC.


 






    	 



     


    




 


1.
EXERCISE OF UPO.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, this UPO may be exercised by the Holder on any day on or after
the Exercisability Date, on one or more occasions, in whole or in part (but not as to fractional shares), by delivery of a written notice,
in the form attached hereto as Exhibit A (the “Exercise Notice”) of the Holder’s election to exercise
this UPO. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise form be required. Within two (2) Trading Days of the delivery of such Exercise Notice, if the Holder is not
electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this UPO, the Holder shall pay to the Company an amount equal
to the applicable Exercise Price multiplied by the number of Units as to which this UPO is being exercised (the “Aggregate Exercise
Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”). The Holder shall not
be required to surrender this UPO in order to effect an exercise hereunder; provided, however, that in the event that this UPO is exercised
in full or for the remaining unexercised portion hereof, the Holder shall deliver this UPO to the Company for cancellation within a reasonable
time after such exercise. On or before the first Trading Day following the date on which the Company has received the Exercise Notice
(the date upon which the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit
by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s
transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise
Notice on or before the second Trading Day following the date on which the Company has received the Exercise Notice. On or before the
second Trading Day following the date on which the Company has received the Exercise Notice, provided the Aggregate Exercise Price has
been received by the Company prior to such Trading Day (the “Share Delivery Date”), the Company shall, (X) provided
that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding
restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock and Warrants included
in the Units to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account
with DTC through its Deposit Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program
or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier
to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the
Holder or its designee, for the number of Shares and Warrants to which the Holder is entitled pursuant to such exercise. Upon delivery
of the Exercise Notice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Shares and Warrants with respect to which this UPO has been exercised, irrespective of the date such Shares
and Warrants are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Shares and Warrants,
as the case may be. If this UPO is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Units represented
by this UPO submitted for exercise is greater than the number of Units being acquired upon an exercise, then the Company shall as soon
as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue a new UPO (in accordance
with Section 7(d)) representing the right to purchase the number of Units purchasable immediately prior to such exercise under this UPO,
less the number of Units with respect to which this UPO has been and/or is exercised. The Company shall pay any and all taxes and other
expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Units
upon exercise of this UPO; provided, however, that the Company shall not be required to pay any tax which may be payable
in respect of any transfer involved in the registration of any certificates for Shares, Warrants or UPOs in a name other than that of
the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding
or transferring this UPO or receiving Units upon exercise hereof.


 




    	-2-



     


    

 


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


 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the
Holder within five (5) Business Days of the Exercise Date certificates for the number of Shares and Warrants included in the Units to
which the Holder is entitled and register such Shares and Warrants on the Company’s share and warrant register, or to credit the
Holder’s balance account with DTC for such number of Shares and Warrants included in the Units to which the Holder is entitled
upon the Holder’s exercise of this UPO, and if on or after such Trading Day the Holder purchases, or another Person purchasers
on the Holder’s behalf or for the Holder’s account (in an open market transaction or otherwise) Shares and Warrants to deliver
in satisfaction of a sale by the Holder of Shares and Warrants issuable upon such exercise that the Holder anticipated receiving from
the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s written
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase
price (including brokerage commissions, if any) for the Shares and Warrants so purchased (the “Buy-In Price”), at
which point the Company’s obligation to deliver such certificates (and to issue such Shares and Warrants) shall terminate, or (ii)
promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Shares and Warrants and pay cash
to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Shares and Warrants,
respectively, times (B) the Weighted Average Price (as reported by Bloomberg) of the Shares and Warrants, respectively, on the date of
the event giving rise to the Company’s obligation to deliver such certificates.


 






    	-3-



     


    




 


(d)
Cashless Exercise. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this UPO is exercisable
(and in lieu of being entitled to receive Units) in the manner required by Section 1(a), the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this UPO into Units (the “Conversion Right”)
as follows:


 


(A)
Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise
Price in cash) that number of Units equal to the quotient obtained by dividing (x) the Value of the portion of the UPO being converted
by (y) the combined Current Market Price of a Share and a Warrant.


 


(B)
The “Value” of the portion of the UPO being converted shall equal the remainder derived by subtracting (a)
(i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this UPO being converted, from (b) the combined
Current Market Value of a Share and a Warrant multiplied by the number of Units underlying the portion of the UPO being converted.


 


(C)
As used herein, the term “Current Market Value” per Unit at any date means the remainder derived by subtracting
(x) the exercise price per Unit from (y) the combined Current Market Price of a Share and a Warrant.


 


(D)
The “Current Market Price” of a Share or a Warrant shall mean (i) if the Shares or Warrants are listed on a
national securities exchange or quoted on the OTCQB or OTCQX (or any successor exchange or entity), the closing or last sale price of
the Shares or Warrants (as applicable) in the principal trading market for the Shares or the Warrants on the last trading day preceding
the day in question as reported by the exchange, the OTCQB or OTCQX, as the case may be; (ii) if the Shares or Warrants are not listed
on a national securities exchange or quoted on the OTCQB or OTCQX, but are traded in the residual over-the-counter market, the closing
bid price for the Shares or Warrants (as applicable) on the last trading day preceding the date in question for which such quotations
are reported in the “Pink Sheets” published by OTC Markets Group, Inc. or similar publisher of such quotations; and (iii)
if the fair market value of the Shares or Warrants cannot be determined pursuant to clause (i) or (ii) above, such price as the Board
of Directors of the Company shall determine, in good faith.


 
(E)
The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Sales Commencement Date and not later
than the Expiration Date by delivering the UPO with the duly executed exercise form attached hereto with the cashless exercise section
completed to the Company, exercising the Cashless Exercise Right and specifying the total number of Units the Holder will purchase pursuant
to such Cashless Exercise Right.


 






    	-4-



     


    

 


(e)
Rule 144. For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended, as in effect on the date hereof,
assuming the Holder is not an affiliate of the Company, it is intended that the Units issued in a Cashless Exercise shall be deemed to
have been acquired by the Holder, and the holding period for the Units shall be deemed to have commenced, on the Issuance Date.


 


(f)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Units, the
Company shall promptly issue to the Holder the number of Units that are not disputed.


 


(g)
Beneficial Ownership. The Company shall not effect the exercise of this UPO, and the Holder shall not have the right to exercise
this UPO, to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially
own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
such Person and its affiliates shall include the number of shares of Common Stock and Warrants issuable upon exercise of this UPO with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock and Warrants which would
be issuable upon (i) exercise of the remaining, unexercised portion of this UPO beneficially owned by such Person and its affiliates
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of this UPO, in determining the number of outstanding shares
of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s
most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the
case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting
forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the
Company shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this UPO, by the Holder and its affiliates since the date as of which such number of outstanding shares of
Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage
to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until
the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the
Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation.


 




    	-5-



     


    

 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The Exercise Price and the number of Units shall be adjusted from time to time
as follows:


 


(a)
Voluntary Adjustment by Company. The Company may at any time during the term of this UPO reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b)
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Units will be proportionately increased. If the Company at any time on or after the Issuance Date combines
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Units will be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at
the close of business on the date the subdivision or combination becomes effective.


 


(c)
Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then the Company’s
Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Units so as to protect the rights of the
Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Units
as otherwise determined pursuant to this Section 2.


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company, at any time while this UPO is outstanding, shall distribute to all holders
of Common Stock (and not to the Holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or UPOs
to subscribe for or purchase any security other than the Common Stock (including, without limitation, any distribution of cash, stock
or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement
or other similar transaction), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which
the denominator shall be the Weighted Average Price determined as of the record date mentioned above, and of which the numerator shall
be such Weighted Average Price on such record date less the then per share fair market value at such record date of the portion of such
assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board
of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of
assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 




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4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this UPO (without regard to any limitations on the exercise of this UPO)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.


 


(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity
assumes in writing (unless the Company is the Successor Entity) all of the obligations of the Company under this UPO in accordance with
the provisions of this Section (4)(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders
and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of the UPOs
in exchange for such UPOs securities of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this UPO, including, without limitation, an adjusted exercise price equal to the value for the Units reflected by the terms of such
Fundamental Transaction, and exercisable for a corresponding number of units of securities equivalent to the shares of Common Stock and
Warrants acquirable and receivable upon exercise of this UPO (without regard to any limitations on the exercise of this UPO) prior to
such Fundamental Transaction, and reasonably satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this UPO referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this UPO with the same effect as if such Successor Entity
had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this UPO at any time after the consummation of the Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the UPO prior
to such Fundamental Transaction, such shares of the publicly traded common stock or common shares (or its equivalent) and warrants (or
its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had this UPO been converted immediately prior to such Fundamental Transaction, as adjusted in accordance
with the provisions of this UPO. In addition to and not in substitution for any other rights hereunder, prior to the consummation of
any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with
respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision
to insure that the Holder will thereafter have the right to receive upon an exercise of this UPO at any time after the consummation of
the Corporate Event but prior to the Expiration Date, in lieu of shares of Common Stock and Warrants (or other securities, cash, assets
or other property) purchasable upon the exercise of this UPO prior to such Corporate Event, such shares of stock, securities, cash, assets
or any other property whatsoever (including UPOs or other purchase or subscription rights) which the Holder would have been entitled
to receive upon the happening of such Corporate Event had this UPO been exercised immediately prior to such Corporate Event. Provision
made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions
of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied
without regard to any limitations on the exercise of this UPO.


 




    	-7-



     


    

 


(c)
Applicability to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive Fundamental
Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this UPO.


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation,
Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this UPO, and
will at all times in good faith comply with all the provisions of this UPO and take all actions consistent with effectuating the purposes
of this UPO. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common
Stock receivable upon the exercise of this UPO or the Warrant issuable upon exercise of the UPO above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this UPO, and (iii) shall, so long as this UPO is outstanding, take all
action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting
the exercise of this UPO and the Warrants issuable upon exercise of the UPO, 100% of the number of shares of Common Stock and Warrants
issuable upon exercise of this UPO then outstanding (without regard to any limitations on exercise).


 


6.
UPO HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this UPO, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the
Company for any purpose, nor shall anything contained in this UPO be construed to confer upon the Holder, solely in such Person’s
capacity as the Holder of this UPO, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of
the Shares which such Person is then entitled to receive upon the due exercise of this UPO. In addition, nothing contained in this UPO
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this UPO or otherwise) or as
a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.





 



    	-8-



     


    




 


7.
REISSUANCE OF UPOS.


 


(a)
Transfer of UPO. If this UPO is to be transferred, the Holder shall surrender this UPO to the Company and deliver the completed
and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith issue and deliver
upon the order of the Holder a new UPO (in accordance with Section 7(d)), registered as the Holder may request, representing the right
to purchase the number of Units being transferred by the Holder and, if less than the total number of Units then underlying this UPO
is being transferred, a new UPO (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Units
not being transferred.


 


(b)
Lost, Stolen or Mutilated UPO. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this UPO, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this UPO, the Company shall execute
and deliver to the Holder a new UPO (in accordance with Section 7(d)) representing the right to purchase the Units then underlying this
UPO.


 


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


 


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


 




    	-9-



     


    

 


8.
NOTICES. The Company shall provide Holder with prompt written notice of all actions taken pursuant to this UPO. Whenever notice
is required to be given under this UPO, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if
within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier,
postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and
(c) will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed,
(ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt, and will be delivered
and addressed as follows:


 


(i)
if to the Company, to:


 


Erica
Monaco


Chief
Executive Officer


Biofrontera
Inc.


120
Presidential Way, Suite 330


Woburn,
MA 01801


 


with
a copy to:


 


Stephen
E. Older, Esq.


McGuireWoods
LLP


1251
Avenue of the Americas, 20th Floor


New
York, NY 10020-1104


Attn:
Stephen E. Older, Esq.


          
Facsimile: [    ]


 


(ii)
if to the Holder, at the address of the Holder appearing on the books of the Company.





 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this UPO may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Required Holders. Any such amendment shall apply to all UPOs and be binding upon all registered holders of such
UPOs.


 




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10.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This UPO shall be governed by, and construed in accordance with,
the internal laws of the State of New York, without reference to the choice of law provisions thereof. The Company and, by accepting
this UPO, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York
County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this UPO and the transactions contemplated hereby. Service of process in connection with any such
suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this UPO. The Company and, by accepting this UPO, the Holder, each irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this UPO, the Holder,
each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH
OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
TO THIS UPO AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


11.
CONSTRUCTION; HEADINGS. This UPO shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any person as the drafter hereof. The headings of this UPO are for convenience of reference and shall not form part of, or affect
the interpretation of, this UPO.


 


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the
Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of
receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation of the Exercise Price or the Units within three Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile (a)
the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by
the Holder, which approval shall not be unreasonably withheld, or (b) the disputed arithmetic calculation of the Units to the Company’s
independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than ten Business Days from the time it receives the disputed
determinations or calculations. The prevailing party (which, for purposes of this UPO, is the party whose determinations or calculations
is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this Section 12
shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation
to the resolution of such dispute. Such investment bank’s or accountant’s determination or calculation, as the case may be,
shall be binding upon all parties absent demonstrable error.


 


13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this UPO shall be cumulative and in addition
to all other remedies available under this UPO, at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with
the terms of this UPO.


 




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14.
Registration rights. Unless all of the Shares issuable upon exercise of the UPO
and issuable upon exercise of the Warrants issuable upon exercise of the UPO (collectively, the “Registrable Securities”)
are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration
Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than
in connection with a transaction contemplated by Rule 145 promulgated under the 1933 Act or pursuant to Forms S-8, S-4 or any equivalent
forms); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company,
the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities
which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate
such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement
only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter
shall reasonably permit. In the event of such a proposed registration, the Company shall furnish the then Holder of outstanding Registrable
Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such
notice to the Holder shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable
Securities have been sold by the Holder. The holder of the Registrable Securities shall exercise the “piggy-back” rights
provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to
file a registration statement. Except as otherwise provided in this Warrant, there shall be no limit on the number of times the Holder
may request registration under this section. For the avoidance of doubt, the registration rights provided pursuant to this section shall
expire on the Expiration Date.


 


(a)
Expenses of Registration. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant
to this section, but the Holder shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the
Holder to represent them in connection with the sale of the Registrable Securities.


(b)
Indemnification. The Company shall indemnify the Holder of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holder within the meaning of Section 15 of the 1933 Act or Section 20
(a) of the 1934 Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject
under the 1933 Act, the 1934 Act or otherwise, arising from such registration statement.


 


15.
CERTAIN DEFINITIONS. For purposes of this UPO, the following terms shall have the following meanings:


 


(a)
“Bloomberg” means Bloomberg Financial Markets.


 


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


 




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(c)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the
Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the
last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade
price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of
the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets”
by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be,
of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations
to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.


 


(d)
“Common Stock” means (i) the Company’s shares of Common Stock, par value $0.01 per share, and (ii) any share
capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.


 


(e)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into
or exercisable or exchangeable for shares of Common Stock.


 


(f)
“Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Market
or The NASDAQ Global Select Market.


 


(g)
“Expiration Date” means the fifth (5th) anniversary of the Exercisability Date or, if such date falls on a day other
than a Trading Day or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded (a “Holiday”), the next date that is not a Holiday.


 




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(h)
“Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related transactions,
(i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a migratory
merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow
another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares
of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated
with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common
Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party
to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi)
any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act)
is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50%
of the aggregate ordinary voting power represented by issued and outstanding Common Stock.


 


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


 


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


 


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


 


(l)
“Principal Market” means The Nasdaq Capital Market.


 


(m)
“Required Holders” means, as of any date, the holders of at least a majority of the UPOs outstanding as of such date.


 


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


 




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(o)
“Trading Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market
is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the
Common Stock are then traded; provided that “Trading Day” shall not include any day on which the Common Stock are
scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of
trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(p)
“Warrants” means the Warrants included in the Units for offer and sale pursuant to the UPO.


 


(q)
“Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such
security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market
publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or,
if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market
publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported
for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of
the market makers for such security as reported in the “pink sheets” by OTC Markets LLC. If the Weighted Average Price cannot
be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted
Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


[signature
page follows]


 




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


 


	 	BIOFRONTERA
    INC.
	 	 	 
	 	By:
    	                  
	 	Name:	 
	 	Title:
    	 


 




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