ProPhase Labs Inc (PRPH)

[investtemp]

Written Consent of the Independent Bankruptcy Committee of
ProPhase Diagnostics NY, Inc.
The undersigned, Derek DeStefano, sole member and Chair of the Independent Bankruptcy
Committee of ProPhase Diagnostics NY, Inc., a Delaware corporation, acting pursuant to Section
141(f) of the Delaware General Corporation Code, does hereby adopt the following resolutions
by unanimous written consent in lieu of a meeting and directs that this consent be filed with the
minutes of proceedings of the board of directors of the Corporation.
WHEREAS, the Board of Directors has delegated authority to the Independent Bankruptcy
Committee (“IBC”); and
WHEREAS, Mr. DeStefano is the sole member and Chair of the IBC;
IT IS THEREFORE resolved as follows:
RESOLVED, that it is in the best interests of the Corporation to initiate a case in Chapter 11
Reorganization under the U.S. Bankruptcy Code;
FURTHER RESOLVED, that the Corporation shall intiate a Chapter 11 Reorganization under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of New Jersey (Trenton vicinage), including seeking joint administration with cases of
affiliated entities if advisable, and to execute, deliver, and file all petitions, schedules, motions,
applications, and other documents in connection therewith.
FURTHER RESOLVED, that the Corporation is authorized to employ and retain Thaddeus R.
Maciag, Esq. and Maciag Law LLC as bankruptcy counsel to the Corporation, and to retain such
other professionals as may be necessary or desirable, including qualified accounting firms and
special litigation counsel, in each case on such terms as may be approved by the Bankruptcy
Court; and
FURTHER RESOLVED, pursuant to the foregoing, that the Corporation is further authorized
to, if the IBC deems it necessary, retain on behalf of the Corporation (a) qualified accounting
firm to render accounting and other services to the Corporation; and (b) Special Litigation
Counsel, to render litigation services to the Corporation, in connection with the Chapter 11
proceedings, the restructuring of the Corporation’s assets and liabilities, and other related
matters, on such terms as the Bankruptcy Court may approve.
IN WITNESS WHEREOF, the undersigned sole member and Chair of the IBC has executed
this Unanimous Written Consent as of September 21, 2025.
PROPHASE DIAGNOSTICS NY, INC.
a Delaware corporation
(as Sole Member and Chair of the IBC)



     
Case 25-19836-CMG Doc 2 Filed 09/22/25 Entered 09/22/25 02:38:37 Desc Main
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