0001144204-11-054972 Sample Contracts

REDEMPTION AGREEMENT
Redemption Agreement • September 27th, 2011 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York

THIS REDEMPTION AGREEMENT (this “Agreement”) is made and entered into this 23rd day of September, 2011, by and between Phosphagenics Ltd., an Australian corporation (“Phosphagenics”), and ProPhase Labs, Inc., a Nevada corporation (the “Company”). Phosphagenics and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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PRIVATE RESALE AGREEMENT AND REPRESENTATION LETTER
Private Resale Agreement and Representation Letter • September 27th, 2011 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York

THIS PRIVATE RESALE AGREEMENT AND REPRESENTATION LETTER (this “Agreement”) is entered into as of September 23, 2011 by and between Phosphagenics Ltd., an Australian corporation (“Seller”), ______________ (“Purchaser”), and ProPhase Labs, Inc., a Nevada corporation (the “Issuer”).

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