WHEREAS:Registration Rights Agreement • October 7th, 2004 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2021 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 5, 2021, between ProPhase Labs, 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”).
AMENDED AND RESTATED WARRANT AGREEMENT -------------------------------------- This AMENDED AND RESTATED WARRANT AGREEMENT dated as of February 2, 2003 between The Quigley Corporation, a Nevada corporation (the "Company"), and Forrester Financial, LLC,...Warrant Agreement • February 18th, 2003 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
UNDERWRITING AGREEMENT between PROPHASE LABS, INC. and ThinkEquity LLC as Representative of the Several Underwriters PROPHASE LABS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2024 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
The undersigned, ProPhase Labs, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Prophase Labs, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT PROPHASE LABS, Inc.Security Agreement • January 30th, 2023 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JXVII TRUST 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 time) on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROPHASE LABS, INC. (the “Company”), up to SEVENTY-SIX THOUSAND (76,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0005 per share (“Common Stock”). If the Termination Date is not a Business Day, then this Warrant may be exercised before 5:00 P.M. (New York time), on the next succeeding Business Day. 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).
CONSULTING AGREEMENT This Agreement is made and entered into as of this 7th day of March, 2002, by and between The Quigley Corporation, a Nevada corporation (the "Company"), and Forrester Financial LLC, a New Jersey limited liability company (the...Consulting Agreement • April 11th, 2002 • Quigley Corp • Sugar & confectionery products • Pennsylvania
SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 31st day of December, 2002, (the "Effective Date") by and between THE QUIGLEY CORPORATION, a Nevada corporation ("Quigley"), and SUNCOAST...Share Exchange Agreement • February 6th, 2003 • Quigley Corp • Pharmaceutical preparations • Delaware
EXHIBIT 10.11 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT WHEREAS, THE QUIGLEY CORPORATION, a Nevada corporation with offices at 621 Shady Retreat Road, Doylestown, PA 18901 (hereinafter referred to as "Company"), and Eric H. Kaytes (hereinafter...Executive Employment Agreement • February 28th, 2002 • Quigley Corp • Sugar & confectionery products • Nevada
PROPHASE LABS, INC. Common Stock ($0.0005 par value per share) Sales AgreementSales Agreement • December 29th, 2021 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
ProPhase Labs, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (“ThinkEquity” or “Agent”), as follows:
EXHIBIT 10.6 LICENSING AGREEMENT AND NOW, this 24TH day of AUGUST , 1996, it is hereby stipulated and agreed by and between GEORGE A. EBY III and GEORGE EBY RESEARCH (hereinafter referred to as "Licensor(s)" or "Eby"), residing at 2109 Paramount...Licensing Agreement • April 4th, 1997 • Quigley Corp • Sugar & confectionery products • Pennsylvania
COMMON STOCK PURCHASE WARRANT PROPHASE LABS, Inc.Common Stock Purchase Warrant • January 7th, 2021 • ProPhase Labs, Inc. • Pharmaceutical preparations
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 the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROPHASE LABS, 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).
AGREEMENTWarrant Agreement • February 18th, 2003 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2015 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
Registration Rights Agreement (the “Agreement”), dated as of July 30, 2015, by and between PROPHASE LABS, INC., a corporation organized under the laws of Delaware, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
andRights Agreement • September 18th, 1998 • Quigley Corp • Sugar & confectionery products • Nevada
INVESTMENT AGREEMENTInvestment Agreement • August 5th, 2015 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of July 30, 2015 by and between PROPHASE LABS, INC. a Delaware corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
Exhibit 10.1 ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT is made this 18th day of August, 2004, by and between JOEL, INC., a Pennsylvania corporation (hereinafter called "Seller"), and THE QUIGLEY CORPORATION, a Nevada...Asset Purchase and Sale Agreement • August 20th, 2004 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 1st day of October, 2004, between QUIGLEY MANUFACTURING INC., a Delaware corporation, as employer (hereinafter "Employer"), and DAVID HESS (hereinafter...Employment Agreement • October 7th, 2004 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
PROPHASE LABS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • September 23rd, 2020 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
ProPhase Labs, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 1st day of October, 2004, between QUIGLEY MANUFACTURING INC., a Delaware corporation, as employer (hereinafter "Employer"), and DAVID B. DECK (hereinafter...Employment Agreement • October 7th, 2004 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNITED STATES EXCLUSIVE SUPPLY AGREEMENT ---------------------------------------- This Agreement dated March 17, 1997, is made by...Exclusive Supply Agreement • September 29th, 1997 • Quigley Corp • Sugar & confectionery products
Lebanon Co.) OPEN-END MORTGAGE AND SECURITY AGREEMENT [OBJECT OMITTED] (THIS MORTGAGE SECURES FUTURE ADVANCES) THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT (this "MORTGAGE") is made as October 1, 2004, by QUIGLEY MANUFACTURING INC., a Delaware...Open-End Mortgage and Security Agreement • October 7th, 2004 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
WARRANT NO. 2015-[___] PROPHASE LABS, INC.Warrant Agreement • December 16th, 2015 • ProPhase Labs, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, John E. Ligums, Jr. (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 December 11, 2015 (the “Issuance Date”) and on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ProPhase Labs, Inc., a Delaware corporation (the “Company”), up to [ ] shares (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).
AGREEMENTEmployment Agreement • April 4th, 1997 • Quigley Corp • Sugar & confectionery products • Pennsylvania
PROPHASE LABS, INC. OPTION AWARD AGREEMENTOption Award Agreement • March 29th, 2024 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the ____th day of _______ (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and _____________ (hereinafter called the “Participant”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2009 • Quigley Corp • Pharmaceutical preparations
This AGREEMENT is made and entered into as of August 19, 2009, between THE QUIGLEY CORPORATION, a corporation organized under the laws of the State of Nevada (the "Corporation"), and _____________________ ("Indemnitee").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 14th, 2017 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), is entered into as of June 12, 2017 by and between ProPhase Labs, Inc., a Delaware corporation (the “Company”), and The Mark S. and Donna R. Family Foundation, Inc., a Massachusetts corporation (“Seller”, and together with the Company, the “Parties” and each a “Party”).
PROPHASE LABS, INC. INDUCEMENT OPTION AWARD AGREEMENTInducement Option Award Agreement • May 20th, 2024 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the 1st day of January 2024 (hereinafter called the “Date of Grant”), between ProPhase Labs, Inc., a Delaware corporation (hereinafter called the “Company”), and Jed Latkin (hereinafter called the “Optionee”):
AGREEMENTEmployment Agreement • April 4th, 1997 • Quigley Corp • Sugar & confectionery products • Pennsylvania
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2009 • Quigley Corp • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”), is made as of August 19, 2009, effective as of July 15, 2009 by and between THE QUIGLEY CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”), and TED KARKUS (“Executive”).
ProPhase Labs, Inc. Amended and RestatedExecutive Employment Agreement • June 1st, 2015 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”), is made as of May 29, 2015 (“Effective Date”) by and between ProPhase Labs, Inc. a corporation organized under the laws of the State of Nevada (“PPL” or the “Company”), and Robert V. Cuddihy, Jr. (“Executive”) and supersedes and terminates the January 1, 2015 Employment Agreement between PPL and Executive.
TERM NOTE [GRAPHIC OMITTED]Term Note • October 7th, 2004 • Quigley Corp • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • July 21st, 2022 • ProPhase Labs, Inc. • Pharmaceutical preparations • Texas
This LICENSE AGREEMENT (the “Agreement”), made and effective as of July 18, 2022 (the “Effective Date”), is by and between ProPhase BioPharma, Inc. (“ProPhase”), a corporation organized and existing under the laws of the State of Delaware, having its principal office at 711 Stewart Ave, Suite 200, Garden City, NY, 11530 and Global BioLife, Inc. (“Global BioLife” or “Licensor”), a corporation organized and existing under the laws of the State of Nevada, having its principal office at 1400 Broadfield Blvd., Suite 100, Houston, Texas 77084. Each of ProPhase and Licensor are referred to herein as a “Party” and collectively as the “Parties.”
LEASE AGREEMENT LANDLORD: BRG OFFICE L.L.C. and UNIT 2 ASSOCIATES L.L.C., as tenants in common, TENANT: PROPHASE DIAGNOSTICS, INC.Lease Agreement • June 13th, 2022 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York
This LEASE (“Lease”) is made as of the 10th day of June, 2022, by and between BRG OFFICE L.L.C. and UNIT 2 ASSOCIATES L.L.C., as tenants in common (“Landlord”), and PROPHASE DIAGNOSTICS, INC. (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • ProPhase Labs, Inc. • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (the “Agreement”), effective as of the 1st day of January, 2012, by and between ProPhase Labs, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Robert V. Cuddihy, Jr. (“Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 16th, 2021 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 10, 2021, is made by and among Nebula Genomics, Inc., a Delaware corporation (the “Company”), all of the shareholders of the Company, a list of which is contained on Schedule 4.3(a) (each a “Seller Party” and collectively, the “Seller Parties”), Kamal Obbad in the capacity as Seller Party Representative, ProPhase Labs, Inc., a Delaware corporation (“Parent”), and ProPhase Precision Medicine, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”).
