REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2011 • Q Holdings, Inc. • Pharmaceutical preparations
WARRANT TO PURCHASE SHARES OF CAPITAL STOCKQ Holdings, Inc. • August 15th, 2012 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, ________________ or his registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Q THERAPEUTICS, INC., a Delaware corporation (the “Company”), Shares (as defined below) in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Securities Purchase Agreement, dated as of August 30, 2011, by and between the Company and the parties thereto (the “Purchase Agreement”), pursuant to which the original Holder was issued a convertible promissory note (the “Note”) in the principal amount set forth in the Purchase Agreement.
EXHIBIT A SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2011 • Q Holdings, Inc. • Pharmaceutical preparations • Utah
SUBSCRIPTION AGREEMENT made as of this ___ day of ____________, 2011, between Q Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
Q HOLDINGS, INC. EMPLOYMENT & PROPRIETARY RIGHTS AGREEMENTProprietary Rights Agreement • October 18th, 2011 • Grace 2, Inc. • Blank checks • Utah
THIS AGREEMENT is made and entered into by and between Q Holdings, Inc. (the “Company”), and Steven J. Borst (the “Employee”), and will become effective on October 13, 2011. Employee also has entered into an employment agreement with Q Therapeutics, Inc., (“Q Therapeutics Agreement”) and if there are any inconsistencies or omissions between this Agreement and the Q Therapeutics Agreement, the terms of the Q Therapeutics agreement shall prevail.
STOCK PURCHASE AGREEMENT by and among GETTING YOU THERE, LLC a New Jersey limited liability company, as Selling Shareholder, and Broad Street Ventures, LLC, a Colorado corporation as Purchaser Dated as of July 7, 2008Stock Purchase Agreement • July 8th, 2008 • Grace 2, Inc. • Blank checks • New Jersey
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 7, 2008(the “Closing Date”), by and between Broad Street Ventures, LLC, a Colorado corporation (the “Purchaser”), and Getting You There, LLC, a New Jersey limited liability company, as selling shareholder (the “Selling Shareholder”).
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • April 15th, 2014 • Q Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amendment to Warrant to Purchase Common Stock (this “Amendment”) dated as of April 4, 2014, is made by and between Q Therapeutics, Inc. (formerly Q Holdings, Inc.), a Delaware corporation (the “Company”), and , (the “Warrant Holder”), and it hereby amends that certain Warrant to Purchase Common Stock of the Company (the “Existing Warrant”) originally issued October 13, 2011, No. QHA- .
REDACTED EXCLUSIVE LICENSE AGREEMENT dated October 5, 2005 between Q Therapeutics, Inc. and UNIVERSITY OF UTAH RESEARCH FOUNDATIONExclusive License Agreement • October 18th, 2011 • Grace 2, Inc. • Blank checks • Utah
THIS EXCLUSIVE LICENSE AGREEMENT (“AGREEMENT”) is entered into this ______ day of October, 2005 by and between the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah nonprofit corporation, having its principal place of business at 615 Arapeen Drive, Suite 310, Salt Lake City, UT 84108, hereinafter referred to as “LICENSOR,” and Q Therapeutics, Inc., a Delaware corporation having its principal place of business at 615 Arapeen Drive, Suite 102, Salt Lake City, UT 84108, hereinafter referred to as “LICENSEE.” This AGREEMENT replaces and consolidates a previous set of three license agreements entered into the 9th day of August, 2002 by and between LICENSOR and LICENSEE (then formerly known as Cue Therapeutics), identified by LICENSOR as Exclusive License #0837 for APCs, Exclusive License #0838 for GRPs, NCSCs and NEPs, and Non-Exclusive License #0840 for NEPs.
EXCLUSIVE LICENSE AGREEMENTCertain • February 8th, 2012 • Q Holdings, Inc. • Pharmaceutical preparations • Utah
THIS EXCLUSIVE LICENSE AGREEMENT (“agreement”) is entered into this 5TH day of October, 2005 by and between the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah nonprofit corporation, having its principal place of business at 615 Arapeen Drive, Suite 310, Salt Lake City, UT 84108, hereinafter referred to as “LICENSOR,” and Q Therapeutics, Inc., a Delaware corporation having its principal place of business at 615 Arapeen Drive, Suite 102, Salt Lake City, UT 84108, hereinafter referred to as “LICENSEE.” This AGREEMENT replaces and consolidates a previous set of three license agreements entered into the 9th day of August, 2002 by and between LICENSOR and LICENSEE (then formerly known as Cue Therapeutics), identified by LICENSOR as Exclusive License #0837 for APCs, Exclusive License #0838 for GRPs, NCSCs and NEPs, and Non-Exclusive License #0840 for NEPs.
CONVERTIBLE SECURITIES PURCHASE AGREEMENTConvertible Securities Purchase Agreement • August 14th, 2015 • Q Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Convertible Securities Purchase Agreement, dated as of June , 2015 (this “Agreement”), is entered into by and among Q Therapeutics, Inc. (the “Company”), a corporation incorporated in the state of Delaware, and the persons and entities listed on the schedule of investors attached hereto as Schedule I (the “Investors”).
Q HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 9th, 2011 • Q Holdings, Inc. • Pharmaceutical preparations • Utah
This Stock Option Agreement (the “Agreement”) is made effective as of the Grant Date set forth in the attached Stock Option Grant Notice (the “Grant Notice”), by and between Q Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned person to whom a stock option has been granted as set forth in the Grant Notice (the “Optionee”).
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. OMITTED INFORMATION IS INDICATED BY AN ASTERIK MARKING (***) AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONExclusive License Agreement • March 13th, 2012 • Q Holdings, Inc. • Pharmaceutical preparations • Utah
THIS EXCLUSIVE LICENSE AGREEMENT (“agreement”) is entered into this 5TH day of October, 2005 by and between the UNIVERSITY OF UTAH RESEARCH FOUNDATION, a Utah nonprofit corporation, having its principal place of business at 615 Arapeen Drive, Suite 310, Salt Lake City, UT 84108, hereinafter referred to as “LICENSOR,” and Q Therapeutics, Inc., a Delaware corporation having its principal place of business at 615 Arapeen Drive, Suite 102, Salt Lake City, UT 84108, hereinafter referred to as “LICENSEE.” This AGREEMENT replaces and consolidates a previous set of three license agreements entered into the 9th day of August, 2002 by and between LICENSOR and LICENSEE (then formerly known as Cue Therapeutics), identified by LICENSOR as Exclusive License #0837 for APCs, Exclusive License #0838 for GRPs, NCSCs and NEPs, and Non-Exclusive License #0840 for NEPs.
ContractQ Holdings, Inc. • June 29th, 2012 • Pharmaceutical preparations • Delaware
NEITHER THIS NOTE, NOR THE SHARES ISSUABLE UPON CONVERSION HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES STATUTE OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO STOCK PURCHASE WARRANTStock Purchase Warrant • August 15th, 2012 • Q Holdings, Inc. • Pharmaceutical preparations • Utah
This Amendment to Stock Purchase Warrant (this “Amendment”) is made and entered into as of October 13, 2011, by and between Q Holdings, Inc. (formerly known as Grace 2, Inc.), a Delaware corporation (the “Parent”), Q Therapeutics, Inc., a Delaware corporation (the “Company”), and _________________, (the “Warrant Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Warrant Agreement (as defined below).
EIGHTH AMENDMENT TO LEASELease • March 31st, 2015 • Q Therapeutics, Inc. • Pharmaceutical preparations
This Eighth Amendment to Lease (hereinafter “Eighth Amendment”) is entered into as of the day of 2015 (hereinafter “Effective Date”), by and between PARADIGM RESOURCES, L.C., a Utah limited liability company (hereinafter “Landlord”), and Q THERAPEUTICS, INC., a Delaware corporation (hereinafter “Tenant”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATEQ Therapeutics, Inc. • April 15th, 2014 • Pharmaceutical preparations
FOR VALUE RECEIVED, Q THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:00 p.m., Mountain Time, on the Expiration Date (as hereinafter defined) to , or registered assigns (the “Holder”), under the terms as hereinafter set forth, up to a total of shares of common stock, $0.0001 par value (the “Common Stock”), of the Company (all such shares the “Warrant Stock”), at a purchase price of ONE DOLLAR ($1.00) per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth.
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATEQ Therapeutics, Inc. • July 5th, 2013 • Pharmaceutical preparations
FOR VALUE RECEIVED, Q THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:00 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to . or registered assigns (the “Holder”), under the terms as hereinafter set forth, up to a total of shares of common stock, $0.0001 par value (the “Common Stock”), of the Company (all such shares the “Warrant Stock”), at a purchase price of DOLLARS ($ ) per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth.
AGREEMENT AND PLAN OF MERGER BY AND AMONG GRACE 2, INC., Q ACQUISITION, INC., AND Q THERAPEUTICS, INC. OCTOBER 13, 2011Agreement and Plan of Merger • October 18th, 2011 • Grace 2, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of October 13, 2011, by and among GRACE 2, INC., a Delaware corporation ("PubCo"), Q ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of PubCo (the "Merger Sub"), and Q THERAPEUTICS, INC., a Delaware corporation (the “Company”). PubCo, Merger Sub, and the Company each, individually, a "Party" or, collectively, the "Parties."
Amendment to Employment & Proprietary Rights Agreement between Q Therapeutics, Inc (the “Company”, aka Q Holdings, Inc.) and Steven J. Borst (the “Employee”)Proprietary Rights Agreement • March 28th, 2013 • Q Therapeutics, Inc. • Pharmaceutical preparations
This Amendment to Employment & Proprietary Rights Agreement (the “Amendment”) is made and entered into by and between Q Therapeutics, Inc. (formerly known as Q Holdings, Inc. and referred to herein as the “Company”) and Steven J. Borst (the “Employee”), effective as of December 18, 2012. This Amendment modifies the terms of the Employment & Proprietary Rights Agreement entered into between the Company and Employee dated October 13, 2011 (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2014 • Q Therapeutics, Inc. • Pharmaceutical preparations • Utah
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2014, among Q THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2014 • Q Therapeutics, Inc. • Pharmaceutical preparations • Utah
SUBSCRIPTION AGREEMENT made as of this day of , 2014 between Q THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
Amendment to Employment & Proprietary Rights Agreement (“Agreement”) between Q Therapeutics, Inc. (the “Company”, aka Q Holdings, Inc.) and Deborah A. Eppstein (the “Employee”)Proprietary Rights Agreement • March 28th, 2013 • Q Therapeutics, Inc. • Pharmaceutical preparations
This Amendment to Employment & Proprietary Rights Agreement (the “Amendment”) is made and entered into by and between Q Therapeutics, Inc. (formerly known as Q Holdings, Inc. and referred to herein as the “Company”) and Deborah A. Eppstein (the “Employee”), effective as of December 18, 2012. This Amendment modifies the terms of the Employment & Proprietary Rights Agreement entered into between the Company and Employee dated October 13, 2011 (the “Agreement”).
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • September 14th, 2015 • Q Therapeutics, Inc. • Pharmaceutical preparations • Utah
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Q Therapeutics, Inc., a Delaware corporation, (the “Employer”) on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer “), and Deborah Eppstein, Ph.D. (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”) as of the latest date set forth opposite the respective signatures on the signature page hereto (the “Execution Date”).
