0001493152-17-000280 Sample Contracts

AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • January 9th, 2017 • ProPhase Labs, Inc. • Pharmaceutical preparations • Nevada

This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Rights Agreement, dated as of June 18, 2014 (the “Rights Agreement”), by and between ProPhase Labs, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), is entered into January 6, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.

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VOTING AGREEMENT
Voting Agreement • January 9th, 2017 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 6, 2017 by and between Meda Consumer Healthcare Inc., a Delaware corporation (the “Buyer”), and the undersigned stockholder (“Stockholder”) of ProPhase Labs, Inc., a Delaware corporation (the “Company”).

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