Exhibit
4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


Registration
Rights Agreement (the “Agreement”), dated as of July 30, 2015, by and between PROPHASE LABS, INC., a corporation
organized under the laws of Delaware, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware
Limited Partnership (the “Investor”).


 


Whereas,
in connection with the Investment Agreement by and between the Company and the Investor of this date (the “Investment
Agreement”), the Company has agreed to issue and sell to the Investor up to 3,200,000 shares of the Company’s
Common Stock, $.0005 par value per share (the “Common Stock”), to be purchased pursuant to the terms and subject
to the conditions set forth in the Investment Agreement; and


 


Whereas,
to induce the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of Common
Stock issuable pursuant to the Investment Agreement.


 


Now
therefore, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


Section
1. DEFINITIONS. 


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“Execution
Date” means the date of this Agreement set forth above.


 


“Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


“Principal
Market” shall mean Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Market, the
Nasdaq Global Select Market or the OTC Bulletin Board, whichever is the principal market on which the Common Stock of the Company
is listed.


 


“Register,”
“Registered,” and “Registration” refer to the Registration effected by preparing and filing
one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable
Securities” means (i) the shares of Common Stock issued or issuable pursuant to the Investment Agreement, and (ii) any
shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in the Registration
Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions
of Rule 144 (or any similar provision then in force) under the 1933 Act.


 




    	 



    	 



    


 


“Registration
Statement” means the registration statement or statements of the Company filed under the 1933 Act covering the Registrable
Securities.


 


All
capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the
Investment Agreement.


 


Section
2. REGISTRATION. 


 


(a)
Subject to Section 3(g), the Company shall, within thirty (30) days after the date of this Agreement, file with the
SEC the Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such
a registration, on Form S-1 or such other form as is available for such registration), covering the resale of all of the Registrable
Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such
Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon
stock splits, stock dividends or similar transactions. The Company shall initially register for resale 3,200,000 shares of Common
Stock, except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness. 


 


(b)
Intentionally Omitted.


 


(c)
The Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities without
the Investor’s prior written consent which the Investor may withhold in its sole discretion. Furthermore, the Company agrees
that it will not file any other Registration Statement for other securities, until thirty calendar days after the Registration
Statement for the Registrable Securities is declared effective by the SEC. 


 


Section
3. RELATED OBLIGATIONS. 


 


At
such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a),
the Company shall have the following obligations with respect to the Registration Statement:


 


(a)
The Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable
Securities to become effective within ninety (90) days after the date that the Registration Statement is filed and shall keep
such Registration Statement effective until the earlier to occur of the date on which (A) the Investor shall have sold all the
Registrable Securities; or (B) the Company has no right to sell any additional shares of Common Stock under the Investment Agreement
(the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading. The Company shall use all commercially reasonable efforts to respond to all SEC comments within ten (10) business
days from receipt of such comments by the Company. The Company shall use all commercially reasonable efforts to cause the Registration
Statement relating to the Registrable Securities to become effective no later than five (5) business days after notice from the
SEC that the Registration Statement may be declared effective. The Investor agrees to provide all information which it is required
by law to provide to the Company, including the intended method of disposition of the Registrable Securities, and the Company’s
obligations set forth above shall be conditioned on the receipt of such information. 


 




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(b)
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the
Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such
Registration Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant
to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration
Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover
all of the Registrable Securities, in each case, as soon as practicable, but in any event within fifty (50) calendar days after
the necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company
reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within fifty
(50) calendar days after such shares are authorized. The Company shall use commercially reasonable efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable following the filing thereof. 


 


(c)
The Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and
its legal counsel without charge (i) if requested by the Investor, promptly after the same is prepared and filed with the SEC
at least one (1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including
each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company
to the SEC or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives;
and (ii) upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via
EDGAR, included in such Registration Statement and all amendments and supplements thereto. 


 


(d)
The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the
Registration Statement under such other securities or “blue sky” laws of such states in the United States as the Investor
reasonably requests; (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period;
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(d), or (y) subject itself to general taxation in any such jurisdiction. The Company shall promptly notify the Investor who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. 


 




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(e)
As promptly as practicable after becoming aware of such event, the Company shall notify the Investor in writing of the happening
of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (“Registration Default”)
and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary
steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be
filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated
by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or
amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective;
(ii) of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information,
(iii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate,
(iv) in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is stale as a result
of the Company’s failure to timely file its financials or otherwise. If a Registration Default occurs during the period
commencing on the Put Notice Date and ending on the Closing Date, the Company acknowledges that its failure to cure such a Registration
Default within ten (10) business days will cause the Investor to suffer damages in an amount that will be difficult to ascertain.



 


(f)
The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale
in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the
earliest possible moment and to notify the Investor holding Registrable Securities being sold of the issuance of such order and
the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness
of the Registration Statement. 


 


(g)
The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the
Registration Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the
SEC. However, any postponement of a filing of a Registration Statement or any postponement of a request for acceleration or any
postponement of the effective date or effectiveness of a Registration Statement by written request of the Investor (collectively,
the “Investor’s Delay”) shall not act to trigger any penalty of any kind, or any cash amount due or any
in-kind amount due the Investor from the Company under any and all agreements of any nature or kind between the Company and the
Investor. The event(s) of an Investor’s Delay shall act to suspend all obligations of any kind or nature of the Company
under any and all agreements of any nature or kind between the Company and the Investor. 


 


(h)
Intentionally Omitted.


 




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(i)
The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, (iv)
such information has been made generally available to the public other than by disclosure in violation of this Agreement or any
other agreement, or (v) the Investor has consented to such disclosure. The Company agrees that it shall, upon learning that disclosure
of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order covering such information. 


 


(j)
The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the Principal Market. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(j). 


 


(k)
Intentionally Omitted.


 


(l)
The Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first
Registration Statement filed pursuant hereto. 


 


(m)
If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement
or post-effective amendment such information as the Investor reasonably determines should be included therein relating to the
sale and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the
Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement
or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by
the Investor. 


 


(n)
The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate
the disposition of such Registrable Securities. 


 


(o)
The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of
the SEC in connection with any registration hereunder. 


 


(p)
Within one (1) business day after the Registration Statement which includes Registrable Securities is declared effective by
the SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, a written
notification that such Registration Statement has been declared effective by the SEC. 


 




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Section
4. OBLIGATIONS OF THE INVESTOR. 


 


(a)
At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement the Company shall
notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall
be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect
to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable
Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the
registration of the resale of such Registrable Securities and the Investor shall execute such documents in connection with such
registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable
Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of
the then current prospectus relating to such Registration Statement. 


 


(b)
The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any Registration Statement hereunder. 


 


(c)
The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described
in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s) covering the resale of such Registrable Securities until the
Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first
sentence of Section 3(e). 


 


Section
5. EXPENSES OF REGISTRATION. 


 


All
reasonable expenses, other than underwriting discounts and commissions and other than as set forth in the Investment Agreement,
incurred in connection with registrations including comments, filings or qualifications pursuant to Section 2 and Section
3, including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and fees
and disbursements of counsel for the Company shall be paid by the Company.


 


Section
6. INDEMNIFICATION. 


 


In
the event any Registrable Securities are included in the Registration Statement under this Agreement:


 


(a)
To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless
and defend the Investor, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if
any, who controls, the Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934
Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which the Investor has requested
in writing that the Company register or qualify the Shares (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus for the offer of the Registrable Securities (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively,
“Violations”). Subject to the restrictions set forth in Section 6(c) the Company shall reimburse each
Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim arising
out of or based upon a Violation which is due to the inclusion in the Registration Statement of the information furnished to the
Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on (A) a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by the Company; (B) the Indemnified Person’s
use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus;
(C) the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure to register as a dealer
under applicable securities laws; (D) any omission of the Investor to notify the Company of any material fact that should be stated
in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (E) any amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement; and
(iii) shall not be available to the extent the Claim arises out of the gross negligence or willful misconduct of the Indemnified
Person. 


 




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(b)
In connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a),
the Company, each of its directors, officers, employees, counsel, agents and representatives and each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any
Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent,
that such Violation is due to (i) the inclusion in the Registration Statement of the written information furnished to the Company
by the Investor expressly for use in connection with such Registration Statement; (ii) a failure of the Investor to deliver or
to cause to be delivered the prospectus made available by the Company or the Investor’s use of an incorrect prospectus despite
being timely advised by the Company in writing not to use such incorrect prospectus; (iii) the Investor’s failure to register
as a dealer under applicable securities laws; (iv) the Investor’s gross negligence or willful misconduct; or (v) any omission
of the Investor to notify the Company of any material fact that should be stated in the Registration Statement or prospectus relating
to the Investor or the manner of sale; and, subject to Section 6(c), the Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall
not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor,
which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Investor pursuant
to the Registration Statement. 


 


(c)
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to
the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party, as the case may be,
shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable
opinion of counsel retained by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person
or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying
party shall pay for only one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable,
and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company,
if the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding affected without its written consent; provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect
to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such action. 


 




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(d)
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law. 


 


Section
7. CONTRIBUTION. 


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; provided, however, that: (i) no contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller
of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registrable Securities.


 


Section
8. REPORTS UNDER THE 1934 ACT. 


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration
(“Rule 144”), provided that the Investor holds any Registrable Securities which are eligible for resale under
Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company
agrees to:


 


(a)
make and keep public information available, as those terms are understood and defined in Rule 144; 


 


(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934
Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for
the applicable provisions of Rule 144; and 


 


(c)
furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 Act applicable to the Company, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration. 


 


Section
9. NO ASSIGNMENT OF REGISTRATION RIGHTS. 


 


This
Agreement and the rights, agreements or obligations hereunder may not be assigned, by operation of law, merger or otherwise, and
without the prior written consent of the other party hereto, and any purported assignment by a party without prior written consent
of the other party will be null and void and not binding on such other party. Subject to the preceding sentence, all of the terms,
agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit
of and are enforceable by, the parties and their respective successors and assigns.


 




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Section
10. AMENDMENT OF REGISTRATION RIGHTS. 


 


The
provisions of this Agreement may be amended only with the written consent of the Company and the Investor.


 


Section
11. MISCELLANEOUS. 


 


(a)
Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
or email with the signed document attached in PDF format (provided a confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
shall be: 


 


If
to the Company:


 


PROPHASE
LABS, INC.


621
N. Shady Retreat Road


Doylestown,
Pennsylvania 18901


Telephone:
(215) 345-0919


 


with
a copy to (which shall not constitute notice):


 


Reed
Smith LLP


599
Lexington Avenue


New
York, NY 10022


Facsimile:
(212) 521-5450


Attention:
Herbert Kozlov, Esq.


 


If
to the Investor:


 


Dutchess
Opportunity Fund, II, LP


50
Commonwealth Ave, Suite 2


Boston,
MA 02116


Telephone:
(617) 301-4700


 


Each
party shall provide five (5) business days prior notice to the other party of any change in address, phone number, facsimile number
ore-mail address.


 


(b)
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising
such right or remedy, shall not operate as a waiver thereof. 


 




    	9



    	 



    

 


(c)
This Agreement and the Investment Agreement constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to herein and therein. 


 


(d)
This Agreement and the Investment Agreement supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof. 


 


(e)
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.
This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared
the same. 


 


(f)
This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party
hereto by facsimile transmission or by e-mail delivery of a PDF format of a copy of this Agreement bearing the signature of the
party so delivering this Agreement. 


 


(g)
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.



 


(h)
In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected
or impaired thereby. 


 


Section
12. DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. 


 


All
disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York,
without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement
to arbitration in New York City, Borough of Manhattan, before a single arbitrator of the American Arbitration Association (“AAA”).
The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such
arbitrator shall be an attorney admitted to practice law in the State of New York. No party to this agreement will challenge the
jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining
an injunction.


 


*.*.*


 




    	10



    	 



    

 


Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement
and the Registration Rights Agreement as of the date first written above.


 


The
undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations
made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.


 


	 	DUTCHESS
    OPPORTUNITY FUND, II, LP, 
	 	 	 
	 	By:
    	
	 	 	Douglas
    H. Leighton
	 	 	Managing
    Member of:
	 	 	Dutchess
    Capital Management, II, LLC
	 	 	General
    Partner to:
	 	 	Dutchess
    Opportunity Fund, II, LP
	 	 	 
	 	PROPHASE
    LABS, INC.
	 	 	 
	 	By:	
	 	 	Ted
    Karkus
	 	 	Chairman
    of the Board and Chief Executive Officer
	 	 	 
	 	By:	
	 	 	Robert
    V. Cuddihy, Jr.
	 	 	Chief
    Operating Officer and Chief Financial Officer


 





[Signature
Page to Registration Rights Agreement]