ProPhase Labs, Inc. Sample Contracts

WHEREAS:
Registration Rights Agreement • October 7th, 2004 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
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AGREEMENT
Agreement • April 4th, 1997 • Quigley Corp • Sugar & confectionery products • Pennsylvania
COMMON STOCK PURCHASE WARRANT PROPHASE LABS, Inc.
ProPhase Labs, Inc. • January 30th, 2023 • 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).

and
Rights Agreement • September 18th, 1998 • Quigley Corp • Sugar & confectionery products • Nevada
AGREEMENT
Agreement • April 4th, 1997 • Quigley Corp • Sugar & confectionery products • Pennsylvania
SECURITIES PURCHASE AGREEMENT
Securities 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”).

PROPHASE LABS, INC. Common Stock ($0.0005 par value per share) Sales Agreement
ProPhase Labs, Inc. • December 29th, 2021 • 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:

TERM NOTE [GRAPHIC OMITTED]
Quigley Corp • October 7th, 2004 • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT
Registration 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”).

AGREEMENT
Agreement • February 18th, 2003 • Quigley Corp • Pharmaceutical preparations • Pennsylvania
INVESTMENT AGREEMENT
Investment 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”).

COMMON STOCK PURCHASE WARRANT PROPHASE LABS, Inc.
ProPhase Labs, Inc. • January 7th, 2021 • 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).

UNDERWRITING AGREEMENT between
Underwriting Agreement • January 20th, 2021 • 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, a division of Fordham Financial Management, Inc. (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:

PROPHASE LABS, INC. COMMON STOCK SALES AGREEMENT
Sales 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:

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WARRANT NO. 2015-[___] PROPHASE LABS, INC.
ProPhase Labs, Inc. • December 16th, 2015 • 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).

INDEMNIFICATION AGREEMENT
Indemnification 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 AGREEMENT
Stock 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”).

EMPLOYMENT AGREEMENT
Employment 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 Restated
Separation Agreement and General Release • 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.

PROPHASE LABS, INC. OPTION AWARD AGREEMENT
Option 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”):

LICENSE AGREEMENT
License 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.”

PROPHASE LABS, INC. OPTION AWARD AGREEMENT
2022 Equity Compensation Plan • 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”):

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 AGREEMENT
Employment 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 AGREEMENT
Stock 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”).

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