OPERATING AGREEMENT OF TECVENTIONS LLC
This Operating Agreement (“Agreement”) is entered into by and among the Members of Tecventions LLC (the
“Company”), a New Hampshire limited liability company.
1. Formation
The Company was formed as a limited liability company pursuant to the laws of the State of New Hampshire.
2. Purpose
The purpose of the Company is to design, manufacture, market, and sell physical products and related intellectual
property.
3. Authorized Equity
The Company is authorized to issue 1,000 Membership Units representing 100% ownership.
4. Capital Contributions & Unit Issuance
Founder Contribution: Jeffrey W. Bean contributed assets valued at $300,000 in exchange for 500 Units (50%).
Legal Services Contribution: David P. Azarian is issued 100 Units (10%) for services, fully vested.
Investor Contributions: Investors contribute $200,000 for 400 Units (40%).
5. Valuation
Pre-money valuation: $300,000
Post-money valuation: $500,000
Implied unit value: $500
6. Management
The Company is manager-managed. Jeffrey W. Bean is the Managing Member.
7. Spending Authority
Managing Member authority up to $20,000 per transaction. Above requires member approval.
8. Voting
Each Unit equals one vote. Majority vote unless otherwise stated.
9. Reserved Matters
Certain actions require majority or supermajority approval as outlined in the Agreement.
10. Founder Protection
Founder ownership below 50% or removal as Managing Member in Year One requires written consent.
11. Profits & Distributions
Allocated pro rata. Distributions at Managing Member discretion.
12. Transfer Restrictions
Transfers subject to ROFR and member approval.
13. Buy-Sell, Drag-Along, Tag-Along
Standard private company protections apply.
14. Confidentiality
Members must maintain confidentiality.
15. Governing Law
State of New Hampshire.