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).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2015 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITY AGREEMENT (the “Security Agreement”), dated as of the 11th day of December, 2015, is made by and among PROPHASE LABS, INC., a Delaware corporation, Pharmaloz Manufacturing Inc., a Delaware corporation, and Quigley Pharma Inc., a Delaware corporation, each with an address of 621 N. Shady Retreat Road, Doylestown PA 18901 (each an “Obligor” and collectively, the “Obligors”), and John E. Ligums, Jr., as collateral agent for the secured parties identified on Schedule A (in such capacity as collateral agent, together with its successors and assigns, the “Collateral Agent”).
ProPhase Labs, Inc. 12% Secured Promissory Note – Series A and Warrant SUBSCRIPTION AGREEMENTSubscription Agreement • December 16th, 2015 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware
ContractProPhase Labs, Inc. • December 16th, 2015 • Pharmaceutical preparations • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND HAS NOT OTHERWISE QUALIFIED FOR SALE IN RELIANCE UPON EXCEPTIONS FROM THE REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER HEREOF IS SUBJECT TO COMPLIANCE WITH THE CONDITIONS SPECIFIED HEREIN AND NO TRANSFER SHALL BE VALID OR EFFECTIVE, NOR SHALL THE OBLIGOR (DEFINED BELOW) OR ITS TRANSFER AGENT BE REQUIRED TO TRANSFER SUCH NOTE OF RECORD, UNLESS AND UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
