Holdings, Inc. (the Company or Q Holdings and formerly known as Grace 2, Inc.) was incorporated on October
27, 2005 as a Delaware corporation under the name Grace 2, Inc.
October 13, 2011, Grace 2, Inc. entered into an Agreement and Plan of Merger (Agreement) with Q Acquisition, Inc.,
a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and Q Therapeutics, Inc. Q Therapeutics,
Inc. was incorporated on March 28, 2002 as a Delaware corporation. Pursuant to the Agreement, Merger Sub merged with and into
Q Therapeutics, Inc. with Q Therapeutics, Inc. being the surviving corporation. Upon the consummation of the merger, the Company
acquired 100% of the outstanding voting securities of Q Therapeutics, Inc. by issuing 2.1633835 shares of common stock for each
outstanding equity instrument of Q Therapeutics, Inc. and Q Therapeutics, Inc. became a wholly owned subsidiary of the Company.
After the effective date of the transaction, the former Q Therapeutics, Inc. stockholders owned 89.7% of the issued and outstanding
common shares of Grace 2, Inc. Also, at the time of the transaction Grace 2, Inc. was renamed Q Holdings, Inc. The transaction
was accounted for as a reverse acquisition with Q Therapeutics, Inc. as the accounting acquirer. The condensed consolidated financial
statements include the activity of Q Therapeutics, Inc. from inception (March 28, 2002) through September 30, 2012, and the activity
of Q Holdings, Inc. and Q Therapeutics, Inc. from the date of acquisition (October 13, 2011) forward.