SEC Connect





 







Exhibit 10.6


 



WARRANTY BILL OF SALE of LABORATORY
EQUIPMENT


 


BE IT
KNOWN, that on November 25, 2016 that for good consideration and
subject to the terms and conditions herein, and in payment of the
sum of $80,000.00, the receipt and sufficiency of which is
acknowledged, Q Therapeutics, Inc., (“Seller”) hereby
sells and transfers to Majesco Acquisition II Corp.,
(“Buyer”) and its successors and assigned forever, the
(“Property”) which is located at the site of Q
Therapeutics, Inc. at 615 Arapeen Drive, Suite 102, Salt Lake City,
Utah, 84108 (“Salt Lake City Facility”).


 



TERMS AND CONDITIONS


 




I.


Sale of Property: The Seller
hereby sells to the Buyer the following-described Property, located
at the site of Q Therapeutics, Inc. at 615 Arapeen Drive, Suite
102, Salt Lake City, Utah, 84108. Such property includes the
tangible “Laboratory Equipment” as described in
(Appendix A), as well as but not limited to the assignment of all
warranties, claims, agreements, operating instructions, serial
identification numbers, safety and handling notices, labels and
warnings and service contracts for said property and furthermore to
deliver all property safely, without damage and in functional
working order. This bill of sale is intended to pass title to the
Property from the Seller to the Buyer effective immediately
following execution of this document and the transfer of
funds.






 




II.


Payment. Buyer shall pay Seller
the entire sum of $80,000.00 upon
execution of this instrument. The sales price includes all
appropriate federal, state and local taxes. Payment shall be made
by wire transfer to “Q Therapeutics,
Inc.”.






 




III.


Commitment to Transfer Laboratory
Equipment. Seller shall sell, transfer and assign to Buyer,
and Buyer shall acquire and accept all right, title, and possession
to, the Property, which is located at Seller’s Q
Therapeutics, Inc. Facility at 615 Arapeen Drive, Suite 102, Salt
Lake City, Utah, 84108 as of the date of complete execution of this
instrument.






 




IV. 


Compliance with Laws. Buyer
shall comply with, and cause its employees, contractors and agents
to comply with, all applicable federal, state and local laws and
regulations, orders, and ordinances and the like, relative to any
use, maintenance, or transfer / transport of the Property including
but not limited to, environmental, health and safety, and
transportation laws and regulations.






 




V. 


Inventory of Laboratory
Equipment. Buyer and Seller agree that the list attached
hereto as Appendix A shall comprise the inventory of all Laboratory
Equipment sold to Buyer.






 




VI.


Seller’s Grant of Access. While Seller
is occupying the Salt Lake Facility, Seller shall grant
Buyer’s employees, contractors and agents, reasonable access
to Seller’s Salt Lake City Facility to inspect, service or
remove Laboratory Equipment. Buyer shall notify Seller at lease
twenty-four (24) hours in advance of its need to access the
Seller’s Salt Lake City Facility.






 




VII.

Health & Safety. Buyer
acknowledges that it is familiar with the potential environmental,
health and safety risks associated with the Laboratory Equipment
and the Seller’s Salt Lake City Facility. Except as otherwise
provided herein, Buyer shall be solely responsible for the health
and safety of its employees, contractors, and agents during the
performance of its transfer operations.





 



 

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VIII.

Representations, Warranties
&
Indemnifications.





 







IX.

Seller warrants to
Buyer that Seller has full authority to sell and transfer said
Laboratory Equipment described in Appendix A, and that said
property is sold free of all liens, encumbrances, liabilities, and
adverse claims of every nature and description
whatsoever.






 




X.

Seller warrants
that it has title to the Laboratory Equipment described in Appendix
A free of any claim or encumbrance by others.






 




XI.

Seller warrants
that upon assignment of said property all warranties, claims,
agreements, operating instructions, serial identification numbers,
safety and handling notices, labels and warnings and service
contracts will be delivered to the Buyer in a complete
file.






 




XII.

The Seller and
Buyer each represent and warrant that the individuals executing
this instrument on behalf of their respective entities have been
duly authorized to do so.






 




XIII.

Seller represents,
warrants and indemnifies that all Laboratory Equipment in Appendix
A is in working condition and capable of full operation. Seller has
no knowledge of any hidden defects in and to the Laboratory
Equipment, and believes to the best of the Seller's knowledge that
the Equipment being sold is in good operating condition. If within
60 days following the execution of this sale, it is discovered by
the Buyer that any piece of equipment is not in working condition
or capable of full operation, then Seller agrees to a full refund
of that specific piece of equipment according to the price listed
in Appendix A.






 




XIV.

Seller represents
that there are no known violations of federal, state or local laws,
rules or regulations with respect to the property or its prior use
by Seller and that there are no known prior, present or perceived
future liabilities of said property.






 




XV.

Buyer represents
that the Laboratory Equipment sold to Buyer is intended for use in
lawful Research & Development operations.






 




XVI.


Entire Agreement. The language
contained herein constitutes the entire agreement of the Parties
with respect to the matters contained herein and may only be
modified in writing.






 




XVII.


No Waiver. The failure of
either Party to insist on strict performance of the terms hereunder
shall not be deemed as a waiver of any rights or remedies that such
Party may have for any subsequent breach, default, or
non-performance and either Party’s right to insist on strict
performance of this instrument. No waiver is valid unless set forth
in writing signed by the waiving Party.






 




XVIII.


Governing Law. This instrument
and the legal relations between the parties hereto shall be
governed by and construed in accordance with the laws of the State
of Utah.






 




XIX.


Successors and Assigns. This
instrument shall be binding upon and inure to the benefit of the
Parties and their successors and assigns.






 




 

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IN
WITNESS WHEREOF, this instrument has been executed as of the last
date provided below.


	
 

	

Q
Therapeutics, Inc.


 


By:
______________________________________


 


Printed
Name: Steven J. Borst


 


Title:
President and CEO


 


Date:
November 25, 2016


 


 


 


Majesco
Acquisition II Corp


 


By:
______________________________________


 




Printed
Name: John Stetson


 


Title:
President


 


Date:
November 25, 2016


 


 






 



 








 

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APPENDIX A “Laboratory Equipment”


 


	

Item

	
 

Price (each)

 

	
 

Quantity

 

	
 

Total

 


	
Animal Care
Systems M.I.C.E rodent caging system 56-Cages

	
 $745 

	
  1 

	
 $745 


	
Animal Care
Systems M.I.C.E rodent caging system 84-Cages

	
 $1,000 

	
  1 

	
 $1,000 


	
Beckman GS6R
Centrifuge

	
 $700 

	
  1 

	
 $700 


	
Beckton Dickinson
Analytical FACScan

	
 $500 

	
  1 

	
 $500 


	
Break Room Tables
(5 square, 1 round)

	
 $25 

	
  6 

	
 $150 


	
Castle 55C biosign
incubator steam

	
 $92 

	
  1 

	
 $92 


	
Corning hot
plate/stirrer

	
 $150 

	
  2 

	
 $300 


	
DuPont RC 58
Refrigerated Sorvall Centrifuge

	
 $3,000 

	
  1 

	
 $3,000 


	
Fisher Scientific
Dry Batch Incubator

	
 $100 

	
  1 

	
 $100 


	
Fisher Scientific
Isotemp oven

	
 $1,000 

	
  1 

	
 $1,000 


	
Fisher Scientific
Micro 17 Accuspin Centrifuge

	
 $900 

	
  1 

	
 $900 


	
Fisher Vortex
Genie (X5)

	
 $100 

	
  5 

	
 $500 


	
Forma Scientific
Biol Safety Cab Tissue Cult Hood Class 2A 4ft.

	
 $100 

	
  1 

	
 $100 


	
Forma Scientific
Biol Safety Cab Tissue Cult Hood Class 2A 6ft.

	
 $500 

	
  1 

	
 $500 


	
Forma Scientific
CO2 water jacket Incubators (X4)

	
 $2,500 

	
  4 

	
 $10,000 


	
Frigidaire
Deli-Box Freezer

	
 $300 

	
  1 

	
 $300 


	
GeneMate Ho400
hybridization oven

	
 $300 

	
  1 

	
 $300 


	
Getinge Castle -
Vacuum Steam Sterilizer 233 Autoclave, Steam Boiler, Loading Cart,
Transfer Carriage

	
 $10,000 

	
  1 

	
 $10,000 


	
Glassware Storage
Cabinets with Glassware

	
 $300 

	
  1 

	
 $300 


	
Hosizaka America
Ice Machine

	
 $2,000 

	
  1 

	
 $2,000 


	
Iso temp 202
Fisher scientific water bath

	
 $250 

	
  2 

	
 $500 


	
Iso Temp 210 water
bath

	
 $250 

	
  2 

	
 $500 


	
Jet Tech F-18 DP
Dishwasher for Mouse Room

	
 $1,500 

	
  1 

	
 $1,500 


	
Lab Stools
delux

	
 $50 

	
  16 

	
 $800 


	
Lab Utility
Cart

	
 $25 

	
  3 

	
 $75 


	
Labnet C-1200 Mini
Centrifuge

	
 $150 

	
  2 

	
 $300 


	
Leica DMLB
Microscope with Olympus Camera

	
 $12,500 

	
  1 

	
 $12,500 


	
Microm Accu-Edge
Cryostat Blade Holder, Universal

	
 $500 

	
  1 

	
 $500 







 




 

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Microm HM 500
Cryostat

	
 $4,000 

	
  1 

	
 $4,000 


	
MJ Research
Optican II PCR Analyzer

	
 $1,000 

	
  1 

	
 $1,000 


	
Molecular Devices
SprectraMax M2 Micro Plate Reader

	
 $4,500 

	
  1 

	
 $4,500 


	
Nikon TMS
microscope

	
 $2,000 

	
  1 

	
 $2,000 


	
Nuaire Biological
Safety Cab 425.600 6ft tissue culture hood

	
 $1,300 

	
  1 

	
 $1,300 


	
Olympus BX41
fluorescent Microscope system

	
 $10,000 

	
  1 

	
 $10,000 


	
Olympus CKX41
fluorescent microscope system

	
 $10,000 

	
  1 

	
 $10,000 


	
PLAPON2X, 2x Plan
Apochromatic Objective

	
 $500 

	
  1 

	
 $500 


	
PolyScience H20
water Bath

	
 $100 

	
  1 

	
 $100 


	
ProStar 363
Flourescent Detector w/ Galaxie CDS

	
 $100 

	
  1 

	
 $100 


	
Sorvall GSA
Benchtop Centrifuge

	
 $200 

	
  1 

	
 $200 


	
Spectroline Model
TL-312R Transilluminator

	
 $500 

	
  1 

	
 $500 


	
Thermo Electron
Micromax Centrifuge w/ Rotor

	
 $300 

	
  1 

	
 $300 


	
Thermo Fisher
SmartVue Temperature Monitoring System

	
 $2,500 

	
  1 

	
 $2,500 


	
Thermo Scientific
Model 7456 Cyromed controlled rate freezer

	
 $4,000 

	
  1 

	
 $4,000 


	
Thermo Scientific
Revco 45.8 cf Lab Refrigerator - Sliding Glass

	
 $1,500 

	
  1 

	
 $1,500 


	
Upright
Freezer

	
 $150 

	
  1 

	
 $150 


	
Upright
Freezer

	
 $150 

	
  1 

	
 $150 


	
Vacuum
Pump

	
 $400 

	
  1 

	
 $400 


	
Various - DI Water
filtration / distribution system, Vacuum system, Pipettors, Pipette
puller, Pipette aids; Gel Boxes and power supplies, Computer
network hubs, Firewall; iRicoh Network copy machine/printer,
scanner; HP Network Printers; filing cabinets, all office and
conference room tables/ desks/ chairs; shelving, equipment
cabinetry

	
 $0 

	
 

 Group inclusion

 

	
 $0 


	
VWR Orbital
Shaker

	
 $150 

	
  1 

	
 $150 


	
Zeiss Axio vert 25
microscope

	
 $2,500.00 

	
  1 

	
 $2,500 







 


 




 

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