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
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:
Definitions . Capitalized terms used but not otherwise defined h