Exhibit 10.5
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of October 1, 2004, by and among The Quigley Corporation, a Nevada
corporation (the "COMPANY"), and the undersigned shareholders (each, a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS").
WHEREAS:
A. In connection with that certain Asset Purchase and Sale Agreement by and
between Joel, Inc. ("JOEL") and the Company (the "PURCHASE AGREEMENT"), the
Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to issue 113,097 shares of the Company's common stock, $.0005 par
value per share (the "COMMON STOCK") to the Shareholders as part of the
consideration for the Acquired Assets (as such term is defined in the Purchase
Agreement);
B. To induce the Shareholders to execute and deliver the Purchase
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 "SECURITIES
ACT"), and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Shareholders
hereby agree as follows.
1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:
"BUYBACK DATE" means the 180th day following the Closing Date, PROVIDED,
HOWEVER, that the Buyback Date shall be extended beyond the 180th day following
the Closing Date for any time period of delay that is the result solely of
Joel's need to address any regulatory agency concerns regarding the adequacy of
Joel's financial statements.
"CALL RIGHT" shall have the meaning set forth in Section 2(b).
"CASH PAYMENT" shall have the meaning set forth in Section 2(b).
"CLOSING DATE" means the date on which the closing of the transactions
contemplated by the Purchase Agreement occurs.
"COMMISSION" means the Securities and Exchange Commission.
"EFFECTIVE REGISTRATION DATE" means the date on which the Commission
declares the Registration Statement to be effective.
"EFFECTIVENESS DATE" means the 120th day following the Closing Date,
PROVIDED, however, that the Effectiveness Date shall be extended beyond the
120th day following the Closing Date for any time period of delay that is the
result solely of Joel's need to address any regulatory agency concerns regarding
the adequacy of Joel's financial statements.
"EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2(a).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, or any similar successor statute.
"INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).
"INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).
"PROCEEDING" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.
"PROSPECTUS" means the prospectus included in the Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.
"PUT RIGHT" shall have the meaning set forth in Section 2(c).
"REGISTRABLE SECURITIES" means the shares of Common Stock issued upon the
closing of the transactions contemplated by the Purchase Agreement, including
any securities which may thereafter be issued in respect of any such share of
Common Stock in the event of any stock split, stock dividend, recapitalization
or reclassification; share exchange, consolidation, merger or reorganization;
distribution of warrants or other rights; or other like issuances or
distributions of securities.
"REGISTRATION STATEMENT" means each registration statement required to be
filed hereunder, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.
"RULE 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.
"RULE 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.
"TRADING MARKET" means any of the NASD OTC Bulletin Board, NASDAQ SmallCap
Market, the Nasdaq National Market, the American Stock Exchange or the New York
Stock Exchange.
2. Registration.
(a) Within 20 days following the Closing Date, the Company shall prepare
and use its best efforts to file with the Commission a Registration Statement
covering the Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415. The Registration Statement shall be on Form S-3
(except if the Company is not then eligible to register for resale the
Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance herewith). The Company shall cause the
Registration Statement to become effective and remain effective as provided
herein. The Company shall use its reasonable commercial efforts to cause the
Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event no later than
the Effectiveness Date. The Company shall use its reasonable commercial efforts
to keep the Registration Statement continuously effective under the Securities
Act until the date which is the earlier date of when (i) all Registrable
Securities have been effectively registered under the Securities Act and
disposed of in accordance with the Registration Statement covering them, (ii)
all Registrable Securities are distributed to the public pursuant to Rule 144
(or any similar provision then in force) under the Securities Act, or (iii) all
Registrable Securities are otherwise freely transferable without restriction
under the Securities Act (the "EFFECTIVENESS PERIOD").
(b) Following the Effective Registration Date and upon notice of a sale by
a Shareholder and confirmation by such Shareholder that he has complied with the
prospectus delivery requirements, the Company shall cause its counsel to issue a
opinion to the transfer agent stating that the shares are subject to an
effective registration statement and can be reissued free of restrictive legend.
3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:
(a) prepare and file with the Commission the Registration Statement with
respect to such Registrable Securities, respond as promptly as possible to any
comments received from the Commission, and use its best efforts to cause the
Registration Statement to become and remain effective for the Effectiveness
Period with respect thereto;
(b) prepare and file with the Commission such amendments and supplements to
the Registration Statement and the Prospectus used in connection therewith as
may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by the
Registration Statement and to keep such Registration Statement effective until
the expiration of the Effectiveness Period;
(c) furnish to the Shareholders such reasonable number of copies of the
Registration Statement and the Prospectus included therein as such Shareholders
may request in order to facilitate the public sale or disposition of the
Registrable Securities covered by the Registration Statement;
(d) list the Registrable Securities covered by the Registration Statement
with any Trading Market on which the Common Stock of the Company is then listed;
(e) use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Registration Statement under such state
securities or blue sky laws of such jurisdictions as such Shareholders may
reasonably request; PROVIDED, HOWEVER, that the Company shall not be obligated
to file any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to subject
itself to taxation in connection with any such registration or qualification of
such Registrable Securities;
(f) immediately notify the Shareholders at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the Prospectus contained in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing; and
(g) prepare and promptly file with the Commission and promptly notify the
Shareholders of the filing of such amendments or supplements to such
Registration Statement or Prospectus as may be necessary to correct any
statements or omissions if, at the time when a Prospectus relating to such
Registrable Securities is required to be delivered under the Securities Act, any
event has occurred as the result of which any such Prospectus or any other
Prospectus then in effect may include an untrue statement of a material fact or
omit to state any 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.
4. Registration Expenses. All expenses relating to the Company's compliance
with Sections 2 and 3 hereof, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees of the NASD, transfer
taxes, fees of transfer agents and registrars, fees of, and disbursements
incurred by, one counsel for the Shareholders (to the extent such counsel is
required due to Company's failure to meet any of its obligations hereunder), are
called "REGISTRATION EXPENSES." All selling commissions applicable to the sale
of Registrable Securities, including any fees and disbursements of any special
counsel to the Shareholders beyond those included in Registration Expenses, are
called "SELLING EXPENSES" and shall be the responsibility of the Shareholders.
The Company shall only be responsible for all Registration Expenses.
5. Indemnification.
(a) In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, the Company will indemnify and hold
harmless the Shareholders against any losses, claims, damages or liabilities,
joint or several, to which the Shareholders may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement under which such Registrable Securities were
registered under the Securities Act pursuant to this Agreement, any final
Prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Shareholders for any reasonable
legal or other expenses incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case if and to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by or on behalf of the
Shareholders in writing specifically for use in any such document.
(b) In the event of a registration of the Registrable Securities under the
Securities Act pursuant to this Agreement, each of the Shareholders will
indemnify and hold harmless the Company, and its officers, directors and each
other person, if any, who controls the Company within the meaning of the
Securities Act, against all losses, claims, damages or liabilities, joint or
several, to which the Company or such persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact which was
furnished in writing by such Shareholder to the Company expressly for use in
(and such information is contained in) the Registration Statement under which
such Registrable Securities were registered under the Securities Act pursuant to
this Agreement, any preliminary Prospectus or final Prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission in information furnished in writing to the
Company by such Shareholder to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Company and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action, provided, however, that such
Shareholder will be liable in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by or on behalf
of such Shareholder specifically for use in any such document.
(c) Promptly after receipt by a party entitled to claim indemnification
hereunder (an "Indemnified Party") of notice of the commencement of any action,
such Indemnified Party shall, if a claim for indemnification in respect thereof
is to be made against a party hereto obligated to indemnify such Indemnified
Party (an "Indemnifying Party"), notify the Indemnifying Party in writing
thereof, but the omission so to notify the Indemnifying Party shall not relieve
it from any liability which it may have to such Indemnified Party other than
under this Section 5(c) and shall only relieve it from any liability which it
may have to such Indemnified Party under this Section 5(c) if and to the extent
the Indemnifying Party is prejudiced by such omission. In case any such action
shall be brought against any Indemnified Party and it shall notify the
Indemnifying Party of the commencement thereof, the Indemnifying Party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such Indemnified
Party, and, after notice from the Indemnifying Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified Party under this Section 5(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the Indemnified Party shall pay all fees, costs and expenses of such counsel,
provided, however, that, if the defendants in any such action include both the
indemnified party and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the Indemnifying
Party or if the interests of the Indemnified Party reasonably may be deemed to
conflict with the interests of the Indemnifying Party, the Indemnified Party
shall have the right to select one separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred.
(d) In order to provide for just and equitable contribution in the event of
joint liability under the Securities Act in any case in which either (i) a
Shareholder makes a claim for indemnification pursuant to this Section 5 but it
is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 5 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be required on
the part of such Shareholder in circumstances for which indemnification is
provided under this Section 5; then, and in each such case, the Company and such
Shareholder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and the Indemnified Party in connection with the actions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action; provided,
however, that, in any such case, no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 10(f) of the Act) will be
entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation. The amount paid or payable by a party as a result
of the losses, claims, damages or liabilities referred to above shall be deemed
to include any legal or other fees or expenses reasonably incurred by such party
in connection with any investigation or proceeding.
6. Miscellaneous.
(a) Remedies. In the event of a breach by the Company or by a Shareholder,
of any of their respective obligations under this Agreement, each Shareholder or
the Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement.
(b) No Piggyback on Registrations. Neither the Company nor any of its
security holders (other than the Shareholders in such capacity pursuant hereto)
may include securities of the Company in any Registration Statement other than
the Registrable Securities, and the Company shall not after the date hereof
enter into any agreement providing any such right for inclusion of shares in the
Registration Statement to any of its security holders. The Company has not
previously entered into any agreement granting any registration rights with
respect to any of its securities to any person that have not been fully
satisfied.
(c) Compliance. Each Shareholder covenants and agrees that he will comply
with the prospectus delivery requirements of the Securities Act as applicable to
him in connection with sales of Registrable Securities pursuant to the
Registration Statement.
(d) Discontinued Disposition. Each Shareholder agrees by his acquisition of
such Registrable Securities that, upon receipt of a notice from the Company of
the occurrence of a Discontinuation Event (as defined below), such Shareholder
will forthwith discontinue disposition of such Registrable Securities under the
applicable Registration Statement until such Shareholder's receipt of the copies
of the supplemented Prospectus and/or amended Registration Statement or until it
is advised in writing (the "ADVICE") by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies
of any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. For purposes of this Section 6(d), a "DISCONTINUATION EVENT" shall
mean (i) when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement; (ii) any request by the Commission or
any other Federal or state governmental authority for amendments or supplements
to such Registration Statement or Prospectus or for additional information;
(iii) the issuance by the Commission of any stop order suspending the
effectiveness of such Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and/or (v) the occurrence of any
event or passage of time that makes the financial statements included in such
Registration Statement ineligible for inclusion therein or any statement made in
such Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that
requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or Prospectus, as
the case may be, it will not contain any untrue statement of a material fact or
omit to state any 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. The Company shall promptly take any and all commercially
reasonable actions necessary to rectify any Discontinuation Event such that the
use of the applicable Prospectus may be resumed.
(e) Piggy-Back Registrations. If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with
the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Shareholder written notice of
such determination and, if within fifteen days after receipt of such notice, any
such Shareholder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Shareholder requests to be registered to the extent the Company may do so
without violating registration rights of others which exist as of the date of
this Agreement, subject to customary underwriter cutbacks applicable to all
holders of registration rights and subject to obtaining any required consent of
any selling stockholder(s) to such inclusion under such registration statement.
(f) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the
Shareholders of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of certain Shareholders and
that does not directly or indirectly affect the rights of other Shareholders may
be given by Shareholders of at least a majority of the Registrable Securities to
which such waiver or consent relates; provided, however, that the provisions of
this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.
(g) Notices. Any notice or request hereunder may be given to the Company or
the Shareholder at the respective addresses set forth below or as may hereafter
be specified in a notice designated as a change of address under this Section
6(g). Any notice or request hereunder shall be given by registered or certified
mail, return receipt requested, hand delivery, overnight mail, Federal Express
or other national overnight next day carrier (collectively, "COURIER") or
telecopy (confirmed by mail). Notices and requests shall be, in the case of
those by hand delivery, deemed to have been given when delivered to any party to
whom it is addressed, in the case of those by mail or overnight mail, deemed to
have been given three (3) business days after the date when deposited in the
mail or with the overnight mail carrier, in the case of a Courier, the next
business day following timely delivery of the package with the Courier, and, in
the case of a telecopy, when confirmed. The address for such notices and
communications shall be as follows:
(i) If to the Company: The Quigley Corporation
Attention: Guy Quigley, President
P.O. Box 1349
621 N. Shady Retreat Road
Doylestown, PA 18901
With a copy to: Thomas F. J. MacAniff, Esq.
Eastburn and Gray, P.C.
P.O. Box 1389
60 East Court Street
Doylestown, PA 18901
(ii) If to a Shareholder: To the name and address set forth under such
Shareholder's signature on the signature pages
hereto.
or such other address as may be designated in writing hereafter in
accordance with this Section 6(g) by such person.
(h) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each Shareholder. The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Shareholder. Each Shareholder may not assign their respective rights hereunder
without the prior written consent of the Company; PROVIDED, HOWEVER, that in the
event of a transfer of Registrable Securities in which the transferor receives
no tangible consideration (such as, but not limited to, a transfer to the estate
or heirs in the case of a deceased Shareholder), the transferee shall have all
rights theretofore held by the transferor under this Agreement.
(i) Execution and Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
(j) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Pennsylvania, without regard to the principles of conflicts of law thereof.
Each party agrees that all Proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement shall
be commenced exclusively in the Court of Common Pleas of Bucks County,
Pennsylvania. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the Court of Common Pleas of Bucks County, Pennsylvania for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such Proceeding
is improper. Each party hereto hereby irrevocably waives personal service of
process and consents to process being served in any such Proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its reasonable attorneys fees and other
costs and expenses incurred with the investigation, preparation and prosecution
of such Proceeding.
(k) Cumulative Remedies. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.
(l) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
(m) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(n) Pronouns and Plurals. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, singular or plural as the context
may require. All references herein to "he," "him" or "his" or "she," "her" or
"hers" shall be for purposes of simplicity and are not intended to be a
reference to a particular gender.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
The Quigley Corporation
By: /s/ Guy Quigley
--------------------------------------
Name: Guy Quigley
Title: President
/s/ David B. Deck
-----------------------------------------
David B. Deck
Address:
551 Blossom Trail
Mt. Joy, PA 17552
/s/ Cheryl K. Deck
-----------------------------------------
Cheryl K. Deck
Address:
551 Blossom Trail
Mt. Joy, PA 17552
/s/ Sandra K. Sattazahn
-----------------------------------------
Sandra K. Sattazahn
Address:
600 Mine Road
Lebanon, PA 17042
/s/ Kristin L. Deck
-----------------------------------------
Kristin L. Deck
Address:
112 Mountain Stone Drive
Elizabethtown, PA 17022
/s/ Andrew D. Deck
-----------------------------------------
Andrew D. Deck
Address:
327 Springton Way
Lancaster, PA 17601