Execution
Copy

       

      SHARE
TRANSFER RESTRICTION AGREEMENT

       

      This
SHARE TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated as
of March 22, 2010 (the “Effective Date”), is
made by and between The Quigley Corporation, a Nevada corporation (“Quigley”), and
Phosphagenics Ltd., an Australian corporation (“PSI Parent” and,
collectively with Quigley, the “Parties”).

       

      A.          Quigley
and PSI Parent are party to a license agreement, dated as of the Effective Date,
an executed copy of which is attached as Exhibit A (the
“License
Agreement”), pursuant to which, among other things, (i) PSI Parent
granted to Quigley a perpetual, paid-up, global, exclusive license to exploit
Products (as defined in the License Agreement) embodying Phosphagenics
Intellectual Property (as defined in the License Agreement), as more
specifically set forth in the License Agreement, and (ii) in exchange
therefor, Quigley paid to PSI Parent $1,000,000 and issued to PSI Parent
1,440,000 shares (such shares, collectively, the “Acquired Shares”) of
Quigley’s common stock, par value $0.0005 per share (such class of Quigley’s
stock, “Common
Stock”).

       

      B.           The
Parties desire to set forth herein, and that PSI Parent acknowledge,
(i) certain transfer restrictions with respect to, and other terms
applicable to, the Acquired Shares and the acquisition thereof by PSI Parent and
(ii) certain restrictions on PSI Parent’s acquisition of Additional Shares
(as defined in Section 5(b)).

       

      C.           Contemporaneously
with their entry into this Agreement, the Parties are entering into a limited
liability company agreement (the “LLC Agreement”) of
Phusion Laboratories, LLC, a Delaware limited liability company (the “Company”), by and
among Quigley, Phosphagenics Inc., a Delaware corporation, PSI Parent (for the
purposes stated therein), and the Company.

       

      The
Parties therefore hereby agree as follows:

       

      
        	
                1.

              	
                Definitions.
      Capitalized terms used but not otherwise defined herein have the
      respective meanings given to such terms in the LLC
    Agreement.

              


      

       

      
        	
                2.

              	
                Restrictions on
      Transfer of Acquired Shares.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Without
      the prior written consent of Quigley, prior to June 1, 2012, PSI
      Parent shall not, directly or indirectly, Transfer the Acquired Shares, in
      whole or in part; provided, however, that,
      subject to Section 2(b),
      PSI Parent may Transfer any or all of the Acquired Shares in connection
      with, and contemporaneously upon the consummation of, a Company
      Sale.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                PSI
      Parent shall not Transfer any of the Acquired Shares in contravention of
      applicable law.

              


      

       

      
        
           


        

        
          - 1
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                (c)

              	
                “Company Sale”
      means any arm’s-length transaction in which (i) Quigley sells all or
      substantially all of its assets to a Third Party, (ii) a Third Party
      purchases outstanding Common Stock such that, upon the consummation
      thereof, such Third Party will own more than 50% of the shares of capital
      stock of Quigley entitled to vote generally in the election of Quigley’s
      directors, or (iii) a Third Party merges with Quigley such that,
      immediately upon consummation of such merger, the equityholders of such
      Third Party will own, in the aggregate, more than 50% of the shares of
      capital stock of Quigley entitled to vote generally in the election of
      Quigley’s directors.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                “Third Party”
      means any Person that is not an Affiliate of Quigley immediately prior to
      the consummation of a transaction of the type described in Section 2(c).

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Any
      purported Transfer in contravention of this Section 2
      will be null and void ab
      initio.

              


      

       

      
        	
                3.

              	
                PSI Parent
      Representations and
Acknowledgments.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In
      order to induce Quigley to issue the Acquired Shares to PSI Parent, PSI
      Parent represents and warrants to Quigley
that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                PSI
      Parent has such knowledge and experience in financial and business matters
      as to be capable of evaluating the merits and risks of its investment in
      the Acquired Shares;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                no
      broker has acted on behalf of PSI Parent in connection with this Agreement
      or the License Agreement, and there are no brokerage commissions, finders’
      fees or commissions payable in connection herewith or therewith based on
      any agreement, arrangement or understanding with PSI Parent or any action
      taken by PSI Parent;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                PSI
      Parent is acquiring the Acquired Shares for investment purposes only, for
      its own account and not with a view to, or for resale in connection with,
      any distribution thereof within the meaning of the Securities Act of 1933,
      as amended (the “Securities
      Act”);

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      offer of the Acquired Shares to PSI Parent was not made by any public or
      general means or pursuant to any public or general
      solicitation;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                PSI
      Parent is an “accredited investor” within the meaning of Rule 501 of
      Regulation D under the Securities
Act;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                PSI
      Parent is not purchasing the Acquired Shares for the account or on behalf
      of any U.S. Person (which, for the purposes of this Agreement, shall have
      the definition ascribed thereto in Regulation S promulgated under the
      Securities Act (“Regulation
      S”));

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                PSI
      Parent is not a U.S. Person, was not formed under the laws of any United
      States jurisdiction and was not formed for the purpose of investing in
      securities not registered under the Securities
  Act;

              


      

       

      
        
           


        

        
          - 2
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                (viii)

              	
                PSI
      Parent has not made any pre-arrangement to transfer any of the Acquired
      Shares to a U.S. Person or to return any of the Acquired Shares to the
      United States securities markets (which includes short sales and hedging
      transactions in the United States within the periods restricted under
      Regulation S (the “Restricted
      Periods”) to be covered by delivery of any of the Acquired Shares)
      and is not acquiring the Acquired Shares as part of any plan or scheme to
      evade the registration requirements of the Securities
  Act;

              


      

       

      
        	
                 
      

              	
                (ix)

              	
                PSI
      Parent acknowledges and understands that (A) all offers and sales of any
      of the Acquired Shares by PSI Parent in the United States or to U.S.
      Persons or otherwise, whether prior to the expiration or after the
      expiration of the Restricted Periods, shall be made only pursuant to a
      registration of such Acquired Shares under the Securities Act or an
      exemption from registration requirements of the Securities Act and (B)
      Quigley will, in order to approve removal of the restrictive legend from
      certificates evidencing the Acquired Shares, require from PSI Parent
      (i) certain written representations to indicate that the sale of the
      Acquired Shares was made in a transaction that complies with the
      provisions of Regulation S, pursuant to a registration of the Acquired
      Shares under the Securities Act or pursuant to an exemption from the
      registration requirements of the Securities Act and (ii) require a
      legal opinion that removal of the legend is
  appropriate;

              


      

       

      
        	
                 
      

              	
                (x)

              	
                PSI
      Parent has not engaged in any “directed selling efforts” (as defined in
      Regulation S) in the United States regarding any of the Acquired Shares,
      nor has it engaged in any act intended to or that reasonably might have
      the effect of preconditioning the U.S. market for the resale of any of the
      Acquired Shares;

              


      

       

      
        	
                 
      

              	
                (xi)

              	
                PSI
      Parent is not a “distributor” as defined in Regulation S and is not an
      officer, director or “affiliate” (as that term is defined in Rule 405
      under the Securities Act) of Quigley or an “underwriter” or “dealer” (as
      such terms are defined in the federal securities laws of the United
      States); and

              


      

       

      
        	
                 
      

              	
                (xii)

              	
                PSI
      Parent does not have a short position in, or other hedged position with
      respect to, the Acquired Shares or any other shares of the Common Stock
      and will not have a short position in, or other hedged position with
      respect to, such securities at any time prior to the expiration of the
      Restricted Periods.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                PSI
      Parent acknowledges:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                that
      the Acquired Shares have not been registered under (and that Quigley has
      no present intention to register the Acquired Shares under) the Securities
      Act or applicable state securities law and that the offering and sale of
      the Acquired Shares have been made in reliance on the exemption from the
      registration requirements provided by Section 4(2) of the Securities
      Act and the regulations promulgated thereby and analogous provisions of
      certain state securities laws or in accordance with Regulation S
      under the Securities Act;

              


      

       

      
        
           


        

        
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                (ii)

              	
                that
      the Acquired Shares may not be sold or otherwise transferred unless, among
      other things, the Acquired Shares have been registered under the
      Securities Act and applicable state securities laws or are sold or
      transferred in a transaction exempt therefrom;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                that
      it may have to bear the economic risk associated with its ownership of the
      Acquired Shares for an indefinite period of time or to suffer a complete
      loss of its investment;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                that:
      (A) it has received and reviewed this Agreement; (B) it, its
      attorney and its accountant have had access to, and an opportunity to
      review, all documents and other materials requested of Quigley; and
      (C) it and they have been given an opportunity to ask any and all
      questions of, and receive answers from, Quigley concerning the terms and
      conditions of the offering and issuance of Acquired Shares and to obtain
      all information that it or they believe necessary or appropriate to invest
      in Quigley and to purchase the Acquired Shares, to verify the accuracy of
      documents and materials requested of Quigley and to evaluate the
      suitability of an investment in the Acquired Shares;
  and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                that,
      in evaluating the suitability of an investment in the Acquired Shares, it
      has not relied upon any representations, warranties or other information
      (whether oral or written), other than such information as has been made
      publicly available in Quigley’s periodic reports, as filed with the United
      States Securities and Exchange Commission (such information, “Public
      Information”).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                PSI
      Parent hereby waives, to the maximum extent permitted by law, any claim,
      or potential claim, it has or may have against Quigley and its officers,
      directors, shareholders, partners, successors and assigns, relating to any
      such person’s possession of information that is not Public
      Information.

              


      

       

      
        	
                4.

              	
                Legends on Share
      Certificates. PSI Parent hereby consents to the placement of the
      following legends on the stock certificate or certificates representing
      the Acquired Shares:

              


      

       

      
        
           


        

        
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      “THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY
NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON
BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION
FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL
FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE
EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES,
UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN
SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S.
PERSON.  EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE
SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT NO HEDGING TRANSACTION
INVOLVING SUCH SECURITIES IS PERMITTED TO BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.  TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT.”

       

      “TRANSFER
OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A
SHARE TRANSFER RESTRICTION AGREEMENT, DATED AS OF MARCH 22, 2010, TO
WHICH THE ISSUER IS PARTY. A COPY OF THE SHARE TRANSFER RESTRICTION AGREEMENT
WILL BE FURNISHED TO ANY HOLDER OF SECURITIES EVIDENCED BY THIS CERTIFICATE UPON
WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE DAYS AFTER THE ISSUER’S RECEIPT
OF A WRITTEN REQUEST THEREFOR.”

       

      
        	
                5.

              	
                Restrictions on
      Acquisition of Additional
Shares.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Without
      the prior written consent of Quigley, PSI Parent shall not, and shall not
      cause any of its Subsidiaries to, directly or indirectly: (i) acquire
      any (A) Additional Shares, (B) Common Stock Equivalents, and/or
      (C) beneficial or other interest (whether with respect to voting
      rights, economic rights, or otherwise) in any Additional Shares or in any
      Common Stock Equivalents; and/or (ii) enter into any Contract with
      respect to any of the actions described in the immediately foregoing
      clause (i).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                “Additional
      Shares” means any shares of Common Stock other than the Acquired
      Shares.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                “Common Stock
      Equivalents” means (i) any warrant, option, subscription or
      purchase right with respect to one or more shares of Common Stock,
      (ii) any Security convertible into, exchangeable for or otherwise
      entitling the holder thereof to acquire one or more shares of Common
      Stock, or (iii) any warrant, option, subscription or purchase right
      with respect to any Security described in the immediately foregoing
      clause (ii).

              


      

       

      
        
           


        

        
          - 5
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                6.

              	
                Piggyback
      Rights.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If,
      at any time after June 1, 2012, Quigley proposes to register any
      Common Stock (such Common Stock, “Offered
      Securities”) under the Securities Act in connection with an
      underwritten public offering by Quigley of such Offered Securities solely
      for cash and on any form that would permit the registration of the
      Acquired Shares (other than a registration (i) relating solely to the
      sale of securities to participants in a stock grant, option or purchase
      plan or other employee stock incentive program or agreement, (ii) on
      any form that does not include substantially the same information as would
      be required to be included in a registration statement covering the sale
      of Acquired Shares, (iii) in which such Offered Securities constitute
      all or part of the consideration in connection with a Company Sale (or
      analogous transaction with respect to any Subsidiary of Quigley) or
      (iv) in which such Offered Securities are being registered in
      connection with a private investment in Quigley’s securities or a
      transaction commonly referred to as a “PIPE” transaction), then, on or
      before the date that is 20 days prior to the filing of a registration
      statement in connection with such registration (any such registration, a
      “Registration”),
      Quigley shall give written notice (such notice, a “Registration
      Notice”) of such proposed Registration to PSI Parent, specifying in
      such Registration Notice the number of Offered Securities that Quigley
      intends to register.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                PSI
      Parent may elect to participate (subject to the terms of this Section 6)
      in such Registration, with respect to the Acquired Shares, by giving
      written notice to Quigley (such notice, a “Registration
      Participation Notice”) on or before the date that is 15 days after
      Quigley gives a Registration Notice, specifying in such Registration
      Participation Notice the number of Acquired Shares that it elects to
      include in such Registration (such Acquired Shares, as specified in such
      Registration Participation Notice and as may thereafter be reduced in
      number pursuant to Section 6(d),
      the “Registration Requested
      Acquired Shares”).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      PSI Parent elects to participate in a given Registration in accordance
      with this Section 6,
      then (i) PSI Parent shall enter into an underwriting agreement in
      usual and customary form with the underwriter or underwriters selected by
      Quigley for such underwriting (including, if applicable, provisions
      relating to a lock-up period after such Registration is effected with
      respect to the sale of Registration Requested Acquired Shares) and
      (ii) PSI Parent shall complete and execute all questionnaires, powers
      of attorney, indemnities and other documents, each in customary form,
      reasonably required under the terms of such underwriting agreement; provided, however, that
      (x) PSI Parent will not be required to make any representations or
      warranties in connection with any such underwriting agreement other than
      customary representations and warranties with respect to itself and the
      Registration Requested Acquired Shares, and (y) any obligation of PSI
      Parent to indemnify any Person pursuant to any such underwriting agreement
      will be limited to the net amount received by PSI Parent from the sale of
      its Registration Requested Acquired Shares pursuant to such
      Registration.

              


      

       

      
        
           


        

        
          - 6
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                (d)

              	
                Notwithstanding
      anything in this Section 6
      to the contrary, if the managing underwriter for such Registration (such
      underwriter, the “Managing
      Underwriter”) advises Quigley that marketing factors require a
      limitation of the number of securities to be underwritten in such
      Registration, then Quigley shall give written notice thereof to PSI Parent
      and the number of Registration Requested Acquired Shares that PSI Parent
      will be entitled to include in such Registration and the number of other
      securities (such other securities, collectively with the Registration
      Requested Acquired Shares, “Participating
      Securities”) offered for the account of other Persons (such other
      Persons, collectively with PSI Parent, “Participating
      Stockholders”) will be collectively reduced on a pro rata basis
      based upon the number of securities that each Participating Stockholder
      has elected to include in such Registration, such that the aggregate
      number of Participating Securities included in such Registration can be
      sold (in the opinion of the Managing Underwriter) in light of such
      marketing factors.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Notwithstanding
      anything in this Section 6
      to the contrary, Quigley may elect to abandon any given Registration,
      whether or not PSI Parent has elected to participate in such Registration,
      by providing written notice to PSI Parent that it would be detrimental to
      Quigley or its stockholders to proceed with such
    Registration.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                The
      rights afforded to PSI Parent pursuant to this Section 6 will
      extend to any Person that acquires Acquired Shares in accordance with this
      Agreement and applicable law.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Notwithstanding
      anything in this Section 6 to
      the contrary, the rights afforded pursuant to this Section 6 will
      not apply with respect to Acquired Shares that have been registered and
      sold pursuant to the Securities Act, that have been sold pursuant to Rule
      144 under the Securities Act (or any similar rules promulgated pursuant to
      the Securities Act), or that are eligible for sale pursuant to Rule 144(k)
      under the Securities Act.

              


      

       

      
        	
                7.

              	
                Miscellaneous.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Amendments. Any
      provision of this Agreement may be amended if, and only if, such amendment
      is in writing and is signed by each
Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Incorporation of
      Provisions in LLC Agreement. The following provisions of the LLC
      Agreement are hereby incorporated by reference as if set forth herein in
      full, mutatis
      mutandis: Sections 1.2 (Construction);
       20.1 (Notices); 20.5 (Waivers); 20.6 (Successors and
      Assigns); 20.7 (Governing Law); 20.8 (Dispute Resolution and
      Arbitration); 20.9 (Counterparts); 20.11 (No Third-Party
      Beneficiaries); 20.13 (Captions); 20.14 (Severability);
      20.15 (Interpretation); 20.16 (Consent to Jurisdiction and
      Venue); 20.17 (Specific Performance); 20.18 (Further
      Assurances); 20.19 (Signed Writings); and 20.21 (Access to
      Counsel).

              


      

       

      [Signature
page follows.]

       

      
        
           

        

        
          - 7
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      The
Parties are signing this Agreement as of the Effective Date.

       

      
        
          	
                  THE
      QUIGLEY CORPORATION

                
	 
      	 
      
	
                  By: 

                	
                  /s/ Ted Karkus

                
	 
      	
                  Name:
      Ted Karkus

                
	 
      	
                  Title:
      Chief Executive Officer

                
	 
      	 
      
	
                  PHOSPHAGENICS
      LTD.

                
	 
      	 
      
	
                  By: 

                	
                  /s/ Fred Banti

                
	 
      	
                  Name:
      Fred Banti

                
	 
      	
                  Title:
      Senior Vice President and Chief Business
Officer

                


        

      

      


      Signature
Page to Share Transfer Restriction Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit A

       

      License
Agreement