Common use of Stock Assignment Clause in Contracts

Stock Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby sell, transfer, convey and assign to ProPhase Labs, Inc, a Nevada corporation (the “Issuer”) an aggregate of Two Hundred Ninety-Five Thousand (295,000) shares of the common stock of the Issuer, $0.0005 par value (the “Transferred Shares”), standing in the name of the undersigned on the books and records of the Issuer and the books and records of any transfer agent of the Issuer, represented by Stock Certificate No. BK*26. The undersigned hereby appoints the Chief Financial Officer of the Issuer as attorney in fact to transfer the Transferred Shares on the books and records of the Issuer with full power of substitution. This stock assignment (the “Stock Assignment”) is executed and delivered in accordance with the Settlement Agreement dated August ___ , 2014, among and between the undersigned, the Issuer, and certain other parties thereto (the “Settlement Agreement”). The Undersigned has executed and delivered the Stock Power annexed hereto with respect to the transfer and assignment of the Transferred Shares. The undersigned hereby represents and warrants that the undersigned possesses and is hereby delivering to Issuer good and marketable title, free and clear of all liens and encumbrances, to the Transferred Shares. The undersigned covenants that the undersigned shall take such further actions and execute any and all additional documents as are reasonably necessary to transfer and convey the Transferred Shares to Issuer in accordance with the terms and conditions of the Settlement Agreement and this Stock Assignment. Dated: August ____ , 2014 By: Name: Title:

Stock Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby sell, transfer, convey and assign to ProPhase Labs, Inc, a Nevada corporation (the “Issuer”) an aggregate of One Million One Hundred Twenty-Eight Thousand One Hundred Thirty-Two Hundred Ninety-Five Thousand (295,0001,128,132) shares of the common stock of the Issuer, $0.0005 par value (the “Transferred Shares”), standing in the name of the undersigned on the books and records of the Issuer and the books and records of any transfer agent of the Issuer, represented by Stock Certificate NoNos. BK*26TQC673, TQC2558, TQC2879, and TQC2880. The undersigned hereby appoints the Chief Financial Officer of the Issuer as attorney in fact to transfer the Transferred Shares on the books and records of the Issuer with full power of substitution. This stock assignment (the “Stock Assignment”) is executed and delivered in accordance with the Settlement Agreement dated August ___ , 2014, among and between the undersigned, the Issuer, and certain other parties thereto (the “Settlement Agreement”). The Undersigned has executed and delivered the Stock Power annexed hereto with respect to the transfer and assignment of the Transferred Shares. The undersigned hereby represents and warrants that the undersigned possesses and is hereby delivering to Issuer good and marketable title, free and clear of all liens and encumbrances, to the Transferred Shares. The undersigned covenants that the undersigned shall take such further actions and execute any and all additional documents as are reasonably necessary to transfer and convey the Transferred Shares to Issuer in accordance with the terms and conditions of the Settlement Agreement and this Stock Assignment. Dated: August ____ , 2014 By: Name: Title:G▇▇ ▇▇▇▇▇▇▇

Stock Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby sell, transfer, convey and assign to ProPhase Labs, Inc, a Nevada corporation (the “Issuer”) an aggregate of Two Four Hundred Ninety-Three Thousand Seven Hundred Five Thousand (295,000403,705) shares of the common stock of the Issuer, $0.0005 par value (the “Transferred Shares”), standing in the name of the undersigned on the books and records of the Issuer and the books and records of any transfer agent of the Issuer, represented by Stock Certificate NoNos. BK*26TQC675, TQC1389, TQC1390, TQC1393, TQC1394, TQC2557, TQC2881, TQC2882, TQC676, TQC1422, TQC1423, TQC1424 and TQC1425. The undersigned hereby appoints the Chief Financial Officer of the Issuer as attorney in fact to transfer the Transferred Shares on the books and records of the Issuer with full power of substitution. This stock assignment (the “Stock Assignment”) is executed and delivered in accordance with the Settlement Agreement dated August ___ , 2014, among and between the undersigned, the Issuer, and certain other parties thereto (the “Settlement Agreement”). The Undersigned has executed and delivered the Stock Power annexed hereto with respect to the transfer and assignment of the Transferred Shares. The undersigned hereby represents and warrants that the undersigned possesses and is hereby delivering to Issuer good and marketable title, free and clear of all liens and encumbrances, to the Transferred Shares. The undersigned covenants that the undersigned shall take such further actions and execute any and all additional documents as are reasonably necessary to transfer and convey the Transferred Shares to Issuer in accordance with the terms and conditions of the Settlement Agreement and this Stock Assignment. Dated: August ____ , 2014 By: Name: Title:W▇▇▇▇ ▇▇▇▇▇▇▇

Stock Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby sell, transfer, convey and assign to ProPhase Labs, Inc, a Nevada corporation (the “Issuer”) an aggregate of Two Hundred Ninety-Five Forty Thousand (295,00040,000) shares of the common stock of the Issuer, $0.0005 par value (the “Transferred Shares”), standing in the name of the undersigned on the books and records of the Issuer and the books and records of any transfer agent of the Issuer, represented by Stock Certificate No. BK*26. The undersigned hereby appoints the Chief Financial Officer of the Issuer as attorney in fact to transfer the Transferred Shares on the books and records of the Issuer with full power of substitution. This stock assignment (the “Stock Assignment”) is executed and delivered in accordance with the Settlement Agreement dated August ___ , 2014, among and between the undersigned, the Issuer, and certain other parties thereto (the “Settlement Agreement”). The Undersigned has executed and delivered the Stock Power annexed hereto with respect to the transfer and assignment of the Transferred Shares. The undersigned hereby represents and warrants that the undersigned possesses and is hereby delivering to Issuer good and marketable title, free and clear of all liens and encumbrances, to the Transferred Shares. The undersigned covenants that the undersigned shall take such further actions and execute any and all additional documents as are reasonably necessary to transfer and convey the Transferred Shares to Issuer in accordance with the terms and conditions of the Settlement Agreement and this Stock Assignment. Dated: August ____ , 2014 ByG▇▇▇▇▇ ▇▇▇▇▇ September _____, 2014 M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer Matrixx Initiatives, Inc. 1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 4▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: NameStock Option Agreement By and Between G▇▇ ▇. Q▇▇▇▇▇▇ and Matrixx Dear M▇. ▇▇▇▇▇▇: TitleI am writing with reference to the above agreement. Please be advised that should Matrixx Initiatives, Inc. (“Matrixx”) decide to exercise the Option conferred by the agreement, I have given T▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, Esquire, of the law firm of E▇▇▇▇▇▇▇ & G▇▇▇, P.C. in Doylestown, Pennsylvania, a power of attorney to act on my behalf to carry out my obligations thereunder. Matrixx is hereby authorized and directed by me to pay all funds due as a result of its exercise into the “E▇▇▇▇▇▇▇ & G▇▇▇ Escrow Account”. In the event that Matrixx should have decided not to pursue the Option, please advise me accordingly as soon as possible. Sincerely yours, G▇▇ ▇. Q▇▇▇▇▇▇ September _____, 2014 M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer Matrixx Initiatives, Inc. 1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 4▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Stock Option Agreement By and Between G▇▇ ▇. Q▇▇▇▇▇▇ and Matrixx Dear M▇. ▇▇▇▇▇▇: I am writing with reference to the above agreement. Please be advised that I have given ProPhase Labs my consent to contact Matrixx Initiatives, Inc. in order to reach a determination that the option referenced above is no longer in force or will not be exercised. Sincerely yours, G▇▇ ▇. Q▇▇▇▇▇▇ : PROPHASE LABS, INC. f/k/a : THE Q▇▇▇▇▇▇ CORPORATION, : : Plaintiff, : NO. 2010-0827 :