0001641172-25-021109 Sample Contracts

20% OID SENIOR SECURED CONVERTIBLE NOTE
Convertible Security Agreement • July 28th, 2025 • ProPhase Labs, Inc. • Pharmaceutical preparations

THIS 20% OID SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued senior secured promissory notes of ProPhase Labs, Inc., a Delaware corporation (the “Company”), designated as its 20% OID Senior Secured Convertible Notes (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 28th, 2025 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2025 and is by and between ProPhase Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).

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Registration Rights Agreement
Registration Rights Agreement • July 28th, 2025 • ProPhase Labs, Inc. • Pharmaceutical preparations
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COMMON SHARE PURCHASE WARRANT PROPHASE LABS, INC.
Common Share Purchase Warrant • July 28th, 2025 • ProPhase Labs, Inc. • Pharmaceutical preparations • Delaware

This COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received in connection with the issuance of the senior secured convertible promissory note of even date in the principal amount of $3,125,000 (the “Note”) by ProPhase Labs, Inc., a corporation organized under the laws of the state of Delaware (the “Company”), REDACTED (including any permitted and registered assigns, each a “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 the date of issuance hereof, to purchase from the Company up to 4,375,000 shares of common stock, $0.0005 par value, (the “Common Shares”; and such Common Shares issuable upon exercise of this Warrant, the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company in connection with that certai

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Security Agreement
Security Agreement • July 28th, 2025 • ProPhase Labs, Inc. • Pharmaceutical preparations

THIS SECURITY AGREEMENT, dated as of July 22, 2025 (this “Agreement”), is by and among (1) ProPhase Labs, Inc., a Delaware corporation (the “Company”), and each of its Subsidiaries who shall have executed this Agreement below (collectively with the Company, “Debtor”), on the one hand, and (2) the holder(s) of the Company’s 20% OID Senior Secured Convertible Notes in the aggregate Original Principal Amount (as defined in the Purchase Agreement) of $3,750,0000 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively, the “Secured Parties”), on the other. Each of the Company and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.

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