BFRI · Biofrontera Inc. · Debt

B. Each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate principal amount of 10.0% Senior Secured Convertible Notes Due November 22, 2027 of the Company (the “**Senior Convertible Note**”), set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate principal amount for all Purchasers together shall $4,200,000 and shall be collectively referred to herein as the “**Notes**”).

Issuer evidence: This Securities Purchase Agreement (this “**Agreement**”) is dated as of November 21, 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**”).

Supporting evidence: B. Each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate principal amount of 10.0% Senior Secured Convertible Notes Due November 22, 2027 of the Company (the “**Senior Convertible Note**”), set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate principal amount for all Purchasers together shall $4,200,000 and shall be collectively referred to herein as the “**Notes**”).

Supporting evidence: B. Each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate principal amount of 10.0% Senior Secured Convertible Notes Due November 22, 2027 of the Company (the “**Senior Convertible Note**”), set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate principal amount for all Purchasers together shall $4,200,000 and shall be collectively referred to herein as the “**Notes**”).

On November 21, 2024, Biofrontera Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with its principal stockholders (the “Purchasers”) providing for the private placement (the “Private Placement”) to the Purchasers of $4,200,000 in aggregate principal amount of the Company’s 10.0% Senior Secured Convertible Notes due November 22, 2027 (the “Notes”). The closing of the Private Placement occurred on November 22, 2024 (the “Closing Date”).

Issuer evidence: On November 21, 2024, Biofrontera Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with its principal stockholders (the “Purchasers”) providing for the private placement (the “Private Placement”) to the Purchasers of $4,200,000 in aggregate principal amount of the Company’s 10.0% Senior Secured Convertible Notes due November 22, 2027 (the “Notes”). The closing of the Private Placement occurred on November 22, 2024 (the “Closing Date”).

Supporting evidence: The Notes bear interest at 10.0% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2025. Accrued interest on the Notes is paid on each such quarterly scheduled interest payment date by increasing the outstanding principal amount of the Notes in the amount of the interest accrued for the applicable interest period ending on such date and from and after such date interest shall accrue on the aggregate outstanding principal amount so increased. Upon written notice from the holder of the Notes to the Company that an Event of Default (as defined in the Notes) has occurred and is continuing, the interest will increase to 15% per annum from the date of such notice.

Supporting evidence: The Notes mature on November 22, 2027, unless earlier converted or repurchased. The Company may not redeem the Notes at its option prior to maturity. Upon maturity, the Company will pay to the holders of the Notes an amount in cash representing all of the outstanding aggregate principal amount of the Notes, together with any accrued and unpaid interest.

Supporting evidence: On November 21, 2024, Biofrontera Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with its principal stockholders (the “Purchasers”) providing for the private placement (the “Private Placement”) to the Purchasers of $4,200,000 in aggregate principal amount of the Company’s 10.0% Senior Secured Convertible Notes due November 22, 2027 (the “Notes”). The closing of the Private Placement occurred on November 22, 2024 (the “Closing Date”).