Exhibit 10.1
ASSIGNMENT AND SUBSCRIPTION AGREEMENT
This ASSIGNMENT AND SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of
September 4, 2000 by and between DR. LON E. BELL (the "Assignor") and BSST, LLC, a Delaware limited
liability company (the "Company").
RECITALS
WHEREAS, as part of the initial capitalization of the Company and subject to the terms hereof, the Assignor
desires to convey and assign certain assets described herein as full consideration for the issuance by the
Company to the Assignor of 100,000 Class A Common Units (the "Units"), which represent all of the outstanding
membership interests of the Company as of the date hereof, and the Company desires to accept such
conveyance and assignment and assume such assets and rights and to issue the Units to the Assignor; and
WHEREAS, in order to induce the Assignor to enter into this Agreement, the Company has agreed concurrently
to enter into the Revenue Sharing Agreement dated as of the date hereof between the Company and the
Assignor;
NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
CONTRIBUTION OF ASSETS
Section 1.1 Assignment of Technology.
Subject to Section 4.1, Assignor hereby grants, sells, conveys and assigns to the Company all of Assignor's right,
title and interest in and to the following assets and rights (collectively, the "Technology") wherever the same may
be located:
(a) all intellectual property of any kind or description existing, now or in the future, related to thermoelectrics,
whether such intellectual property exists under the laws of the United States, or of any domestic or foreign
jurisdiction, or the rules of any international organization, or under any treaty or convention, including, without
limitation, any patents, copyrights, trade secrets, trademarks, trade dress, inventions, invention disclosures, patent
ap