BIOFRONTERA INC. COMMON STOCK PURCHASE WARRANTBiofrontera Inc. • January 29th, 2024 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______]. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biofrontera Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BIOFRONTERA INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2022 • Biofrontera Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2022, between Biofrontera Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2022 • Biofrontera Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2022, between Biofrontera Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
BIOFRONTERA INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANTBiofrontera Inc. • January 29th, 2024 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______]. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biofrontera Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • New York
The undersigned, Biofrontera Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Biofrontera, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC and The Benchmark Company, LLC are acting as representatives to the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as “Underwriter”) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 29th, 2024 • Biofrontera Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2024 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2024, by and among Biofrontera Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Biofrontera Inc. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Stockholder Rights Agreement Dated as of October 13, 2022Stockholder Rights Agreement • October 14th, 2022 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
As soon as practicable after the Distribution Date, one or more certificates evidencing Rights (the “Right Certificates”) will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock or Series A Preferred Stock issued prior to the Distribution Date will be issued with Rights.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 3rd, 2021 • Biofrontera Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (“Warrant Agreement”) is made as of November 2, 2021, by and among Biofrontera Inc., a Delaware corporation, with offices at 120 Presidential Way, Suite 330, Woburn, Massachusetts 01801 (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary Computershare Trust Company, N.A. a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 23rd, 2024 • Biofrontera Inc. • Pharmaceutical preparations • New York
Amended and Restated License and Supply AgreementLicense and Supply Agreement • July 6th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated License and Supply Agreement (the “Amendment”) is made effective as of June 16, 2021, by and between Biofrontera Pharma GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“PHARMA”), Biofrontera Bioscience GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“BIOSCIENCE”) and Biofrontera Inc., a Delaware corporation with its principal place of business at 120 Presidential Way, Suite 330, Woburn, MA 01801, USA (“INC”). PHARMA and INC may collectively be referred to as the “Original Parties.” PHARMA, BIOSCIENCE, and INC may collectively be referred to as the “Parties” or individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the LSA.
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • April 28th, 2023 • Biofrontera Inc. • Pharmaceutical preparations
This Amendment No. 1 to Stockholder Rights Agreement, effective as of April 26, 2023 (this “Amendment”), amends that certain Stockholder Rights Agreement, dated October 13, 2022, by and between Biofrontera Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), (the “Rights Agreement”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.
AMENDED EMPLOYMENT AGREEMENTAmended Employment Agreement • October 1st, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made effective as described below in Section 1 by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Hermann Luebbert (the “Executive”) of Hoehenstrasse 59, 51381 Leverkusen, Germany.
LOAN AND SECURITY AGREEMENT between MIDCAP BUSINESS CREDIT LLC, as Lender, and BIOFRONTERA INC., as Borrower May 8, 2023 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2023 • Biofrontera Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as amended or modified from time to time, this “Agreement”), is entered into as of the date set forth above by and between MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company, the secured party hereunder (together with its successors and assigns, hereinafter called the “Lender”), BIOFRONTERA INC., a Delaware corporation (“Borrower”).
AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENTBusiness Loan and Security Agreement • March 15th, 2024 • Biofrontera Inc. • Pharmaceutical preparations • Virginia
THIS AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of December 21, 2023 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and BIOFRONTERA INC. (“BFRIW” or “Parent”), a Domestic Delaware Corporation, and the other entities that are joined hereto from time to time as a Borrower, individually and collectively, jointly and severally, (“Borrower”), and provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders the loans described herein. This Agr
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2024 • Biofrontera Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_______], 2024, between Biofrontera Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including each purchaser’s successors and assigns, individually, a “Purchaser”, in the aggregate, the “Purchasers”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Placement Agency Agreement.
BIOFRONTERA INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • October 12th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of [________], 2021 (the “Date of Grant”), is made by and between Biofrontera Inc. (the “Company”), and [_______] (the “Participant”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • January 3rd, 2024 • Biofrontera Inc. • Pharmaceutical preparations
This Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into effective as of December 22, 2023 (the “Effective Date”) by and among Biofrontera Inc. (“B- Inc.”), a Delaware corporation (on behalf of itself and as successor to Biofrontera Newderm LLC, a Delaware limited liability company (“B-Newderm”) and as successor to Cutanea Life Sciences, Inc., a Delaware corporation (“Cutanea”)), and Maruho Co., Ltd. (“Maruho”), a Japanese corporation, all collectively referred to as the “Parties.”
AMENDMENT TO AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2022 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
This Amendment to Amended Employment Agreement (the “Amendment”) is made effective as of the date described in Section 1 below, by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Prof. Dr. Hermann Luebbert (the “Executive”) of Hoehenstrasse 59, 51381 Leverkusen, Germany.
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made effective as described below in Section 1 by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Hermann Luebbert (the “Executive”) of Hoehenstrasse 59, 51381 Leverkusen, Germany.
AMENDED AND RESTATED MASTER CONTRACT SERVICES AGREEMENTServices Agreement • September 16th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Massachusetts
THIS MASTER CONTRACT SERVICES AGREEMENT (together with any Statement(s) of Work, the “Agreement”) is made effective as of the date described below in Section 9.5 by and between Biofrontera, Inc., a company with an office at 120 Presidential Way, Suite 330, Woburn, MA 01801 (“COMPANY”) and Biofrontera AG, a German corporation with a principal office at Hemmelrather Weg 201, 51377 Leverkusen, together with its wholly owned subsidiaries Biofrontera Pharma GmbH, a German company with a principal office at Hemmelrather Weg 201, 51377 Leverkusen, and Biofrontera Bioscience GmbH, a German company with a principal office at Hemmelrather Weg 201, 51377 Leverkusen (collectively, the “Service Provider”). Throughout this Agreement, COMPANY and Service Provider may be referred to as a “Party” or collectively as the “Parties.”
Addendum to Amended and Restated License and Supply AgreementSupply Agreement • December 15th, 2023 • Biofrontera Inc. • Pharmaceutical preparations
This Addendum to Amended and Restated License and Supply Agreement (the “Addendum”) is made effective as of December 5, 2023, by and between Biofrontera AG (“AG”), Biofrontera Pharma GmbH (“PHARMA”), and Biofrontera Bioscience GmbH (“BIOSCIENCE”), each a German corporation/company with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany, and Biofrontera Inc., a Delaware corporation with its principal place of business at 120 Presidential Way, Woburn, MA 01801, USA (“INC”). AG, PHARMA, BIOSCIENCE, and INC may collectively be referred to as the “Parties” or individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement, as defined below.
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2022 • Biofrontera Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made as of October 3, 2022 by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Fred Leffler (the “Executive”).
BIOFRONTERA INC. RESTRICTED STOCK UNIT EXECUTIVE AWARD AGREEMENTRestricted Stock Unit • October 12th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [_________], 2021 (the “Date of Grant”), is made by and between Biofrontera Inc. (the “Company”), and [_______] (the “Participant”).
BIOFRONTERA INC. NONQUALIFIED STOCK OPTION EXECUTIVE AWARD AGREEMENTNonqualified Stock Option Executive Award Agreement • October 12th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of [________], 2021 (the “Date of Grant”), is made by and between Biofrontera Inc. (the “Company”), and [_______] (the “Participant”).
Release of ClaimsRelease of Claims • February 20th, 2024 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
This Release of Claims (the “Agreement”) dated February 13, 2024 by and between Biofrontera Pharma GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“PHARMA”), Biofrontera Bioscience GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“BIOSCIENCE”) (collectively the “Releasees”) and Biofrontera Inc., a Delaware corporation with its principal place of business at 120 Presidential Way, Suite 330, Woburn, MA 01801, USA (“the Releasor”). The Releasor and the Releasees are referred to herein individually as a Party and collectively as the Parties. This Agreement is effective as of the date it is signed by the last Party to sign it, as indicated by the date next to such Party’s signature (“Effective Date”).
Second Amended and Restated License and Supply AgreementLicense and Supply Agreement • February 20th, 2024 • Biofrontera Inc. • Pharmaceutical preparations • Delaware
This Second Amended and Restated License and Supply Agreement (the “Amendment”) is made effective as of February 13, 2024, by and between Biofrontera Pharma GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“PHARMA”), Biofrontera Bioscience GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“BIOSCIENCE”) and Biofrontera Inc., a Delaware corporation with its principal place of business at 120 Presidential Way, Suite 330, Woburn, MA 01801, USA (“INC”). PHARMA and INC may collectively be referred to as the “Original Parties.” PHARMA, BIOSCIENCE, and INC may collectively be referred to as the “Parties” or individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the LSA (as hereafter defined).
AMENDED SETTLEMENT ALLOCATION AGREEMENTSettlement Allocation Agreement • April 5th, 2022 • Biofrontera Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED SETTLEMENT ALLOCATION AGREEMENT (the “Agreement”) is made this 31st day of March, 2022, between Biofrontera Inc., a Delaware Corporation (“Inc”), and Biofrontera Bioscience GmbH, Biofrontera Pharma GmbH, Biofrontera Development GmbH, Biofrontera Neuroscience GmbH, each a limited liability company organized under the laws of Germany, and Biofrontera AG (collectively, “AG”), a corporation organized and existing under the laws of Germany. Inc and AG may be individually referred to as a “Party” or collectively as the “Parties.”
Quality Agreement between Biofrontera Incorporated hereinafter referred to as “Biofrontera” and Biofrontera Pharma GmbH hereinafter referred to as “Pharma”Quality Agreement • July 26th, 2021 • Biofrontera Inc. • Pharmaceutical preparations
The information contained in this Agreement of Responsibilities has been reviewed and approved by the following individuals:
Corrected Amendment to Amended and Restated License and Supply AgreementLicense and Supply Agreement • October 13th, 2021 • Biofrontera Inc. • Pharmaceutical preparations
This Corrected Amendment to License and Supply Agreement (the “Amendment”) is made effective as of October 8, 2021, by and between Biofrontera Pharma GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“PHARMA”), Biofrontera Bioscience GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“BIOSCIENCE”) and Biofrontera Inc., a Delaware corporation with its principal place of business at 120 Presidential Way, Woburn, MA 01801, USA (“INC”). PHARMA, BIOSCIENCE, and Inc may collectively be referred to as the “Parties” or individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the LSA.
Amended and Restated Addendum to Amended and Restated License and Supply AgreementBiofrontera Inc. • February 2nd, 2024 • Pharmaceutical preparations
This Amended and Restated Addendum to Amended and Restated License and Supply Agreement (the “Amended Addendum”) is made effective as of January 26, 2024, by and between Biofrontera AG (“AG”), Biofrontera Pharma GmbH (“PHARMA”), and Biofrontera Bioscience GmbH (“BIOSCIENCE”), each a German corporation/company with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany, and Biofrontera Inc., a Delaware corporation with its principal place of business at 120 Presidential Way, Woburn, MA 01801, USA (“INC”). AG, PHARMA, BIOSCIENCE, and INC may collectively be referred to as the “Parties” or individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement, as defined below.
COURTESY TRANSLATION [OPTION HOLDER] Biofrontera Inc. (“parties”) Exchange contract from (“contract”) COURTESY TRANSLATION EXCHANGE CONTRACTExchange Contract • October 31st, 2022 • Biofrontera Inc. • Pharmaceutical preparations
MASTER CONTRACT SERVICES AGREEMENTMaster Contract Services Agreement • July 6th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Massachusetts
THIS MASTER CONTRACT SERVICES AGREEMENT (together with any Statement(s) of Work, the “Agreement”) is made as of July 2, 2021 (the “Effective Date”) by and between Biofrontera, Inc., a company with an office at 120 Presidential Way, Suite 330, Woburn, MA 01801 (“COMPANY”) and Biofrontera AG, a German corporation with a principal office at Hemmelrather Weg 201, 51377 Leverkusen, together with its wholly owned subsidiaries Biofrontera Pharma GmbH, a German company with a principal office at Hemmelrather Weg 201, 51377 Leverkusen, and Biofrontera Bioscience GmbH, a German company with a principal office at Hemmelrather Weg 201, 51377 Leverkusen (collectively, the “Service Provider”). Throughout this Agreement, COMPANY and Service Provider may be referred to as a “Party” or collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made effective as described below in Section 1 by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Erica Monaco (the “Executive”) currently employed as Chief Financial Officer for Biofrontera Inc.
UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2021 • Biofrontera Inc. • Pharmaceutical preparations • New York
The undersigned, Biofrontera Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Biofrontera, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC and The Benchmark Company, LLC are acting as representatives to the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as “Underwriter”) on the terms and conditions set forth herein.
