This Asset Contribution & Assignment Agreement (“Agreement”) is entered into as of _____________ (“Effective Date”), by and between:

Jeffrey W. Bean, an individual (“Contributor”),
and
Tecventions LLC, a New Hampshire limited liability company (“Company”).

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1. Purpose

Contributor desires to contribute certain assets to the Company as a capital contribution in exchange for Membership Units, and the Company desires to accept such assets pursuant to the Operating Agreement of Tecventions LLC.

This Agreement documents the transfer, assignment, and contribution of those assets.

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2. Assets Contributed

Contributor hereby contributes, assigns, transfers, and conveys to the Company all of Contributor’s right, title, and interest in and to the following assets (collectively, the “Contributed Assets”):

2.1 Tangible Assets

Including, without limitation:

• Injection molds and tooling

• Manufacturing equipment

• Fixtures, jigs, and production aids

• Inventory and work-in-process

• Spare parts and auxiliary equipment

2.2 Intellectual Property

Including, without limitation:

• Product designs and configurations

• CAD files, drawings, and models

• Product names, branding, and trade dress

• Inventions, improvements, and know-how

• Any patents, patent applications, or patentable subject matter

• Copyrightable works and documentation

2.3 Product Lines

Including, without limitation:

• TwisTUBES® product platform

• SpinBIN® product systems

• UltraSTOR® products

• QuadBOX™ products

• ALLIN® Poker Chip & Cup Holder

2.4 Ancillary Rights

Including:

• Manufacturing documentation

• Supplier relationships (to the extent assignable)

• Product specifications and bill of materials

• Quality and testing data

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3. Valuation of Contribution

The parties agree that the aggregate fair market value of the Contributed Assets is Three Hundred Thousand Dollars ($300,000).

This valuation is agreed upon solely for purposes of capital contribution accounting and equity issuance and does not represent a guarantee of future value.

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4. Consideration

In consideration for the Contributed Assets, the Company has issued to Contributor 500 Membership Units, representing 50% ownership of Tecventions LLC, as set forth in the Company’s Operating Agreement.

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5. Transfer & Assignment

Contributor hereby:

• Sells, assigns, transfers, and conveys the Contributed Assets to the Company

• Assigns all intellectual property rights, including all rights to make, use, sell, modify, and license the Contributed Assets

• Waives any claims inconsistent with Company ownership

All transfers are effective as of the Effective Date.

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6. Representations & Warranties of Contributor

Contributor represents and warrants that:

1. Contributor is the sole owner of the Contributed Assets

2. The Contributed Assets are free of liens, encumbrances, or third-party claims

3. Contributor has full authority to transfer the Contributed Assets

4. The transfer does not violate any agreement or law

5. To the best of Contributor’s knowledge, the Contributed Assets do not infringe third-party rights

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7. Further Assurances

Contributor agrees to execute any additional documents reasonably required to perfect or evidence the Company’s ownership of the Contributed Assets, including IP assignments or recordations.

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8. No Retained Rights

Except as expressly stated herein, Contributor retains no ownership interest in the Contributed Assets following transfer.

All rights vest exclusively in the Company.

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9. Confidentiality

Contributor agrees to maintain confidentiality regarding proprietary information relating to the Contributed Assets, except as required for Company operations.

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10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire.

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11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes any prior understandings or agreements.

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12. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

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SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Asset Contribution & Assignment Agreement as of the Effective Date.

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CONTRIBUTOR:

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Jeffrey W. Bean
Date: _________________________

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COMPANY:

Tecventions LLC

By: ___________________________
Name: Jeffrey W. Bean
Title: Managing Member
Date: _________________________