0001493152-18-002422 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • February 21st, 2018 • ProPhase Labs, Inc. • Pharmaceutical preparations • Nevada

This AMENDMENT NO. 2 (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 February 20, 2018. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Rights Agreement.

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ProPhase Labs, Inc. Amended and Restated
Executive Employment Agreement • February 21st, 2018 • ProPhase Labs, Inc. • Pharmaceutical preparations • New York

This Employment Agreement (the “Agreement”) is made as of February 23, 2018 (“Effective Date”) by and between ProPhase Labs, Inc., a corporation organized under the laws of the State of Delaware (“PPL” or the “Company”), and Ted Karkus (“Executive”) and, subject to Section 1(b) below, amends and restates the May 29, 2015 Executive Employment Agreement between PPL and Executive (“2015 Employment Agreement”).

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