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Spin-Off Agreement

This Spin-Off Agreement (hereinafter referred to as the "Agreement") is entered into this ____ day of ________, 20__ (hereinafter referred to as the "Effective Date"), by and between QuantumTech Enterprises Inc., a United States corporation having its principal office at ____________________ (hereinafter referred to as "QuantumTech") and StellarTech Innovations, a United States corporation having its principal office at _____________________ (hereinafter referred to as "StellarTech").

1. Purpose of the Agreement

The purpose of this Agreement is to outline the terms and conditions upon which StellarTech will be separated from QuantumTech (hereinafter referred to as the "Spin-Off") and the transfer of assets, liabilities, and shareholder rights in connection therewith.

2. Scope of Separation

This Agreement shall govern the Spin-Off, including but not limited to, the transfer of assets, liabilities, and shareholder rights from QuantumTech to StellarTech. The separation shall be complete and final to effectively establish StellarTech as a separate legal entity from QuantumTech, operating independently and separately.

3. Transfer of Assets

3.1. Asset Schedule

QuantumTech hereby agrees to transfer to StellarTech all assets listed in Schedule 1 attached hereto (hereinafter referred to as the "Assets") on the terms and conditions set forth in this Agreement.

3.2. Transfer of Assets

Effective as of the Effective Date, QuantumTech shall transfer, assign, and convey to StellarTech all right, title, and interest in and to the Assets, free and clear of any liens, claims, or encumbrances, except as otherwise provided herein.

3.3. Retained Assets

QuantumTech shall retain all assets not specifically mentioned in Schedule 1 (hereinafter referred to as the "Retained Assets").

4. Transfer of Liabilities

4.1. Liability Schedule

StellarTech hereby agrees to assume all liabilities listed in Schedule 2 attached hereto (hereinafter referred to as the "Liabilities") on the terms and conditions set forth in this Agreement.

4.2. Assumption of Liabilities

Effective as of the Effective Date, StellarTech shall assume, perform and discharge all of the Liabilities, and shall indemnify and hold harmless QuantumTech from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorney's fees) arising out of or in connection with any failure of StellarTech to fully perform, discharge, or otherwise satisfy in full any such Liabilities.

4.3. Retained Liabilities

QuantumTech shall retain all liabilities not specifically mentioned in Schedule 2 (hereinafter referred to as the "Retained Liabilities").

5. Shareholder Rights

Effective as of the Effective Date, all shareholders of QuantumTech holding shares in QuantumTech immediately prior to the Effective Date shall be deemed to have automatically exchanged such shares for an equivalent number of shares in StellarTech, without any further act or deed by such shareholder.

Respective shareholder rights and obligations shall be governed by StellarTech's bylaws and applicable United States law.

6. Further Assurances

Each Party shall, from time to time, at the request of the other Party and without further consideration, execute and deliver such other instruments of transfer, assignment, and assumption, and take such other action as the requesting Party may reasonably request, in order to more effectively transfer, assign, and convey the Assets, and assume the Liabilities.

7. Representations and Warranties

Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and perform its respective obligations hereunder, and that this Agreement constitutes a valid and binding obligation of the respective Party, enforceable against it in accordance with its terms.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to principles of conflict of laws.

9. Entire Agreement

This Agreement, together with the schedules attached hereto, constitutes the entire agreement and understanding of the Parties with respect to the Spin-Off and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

________________________ ________________________
QuantumTech Enterprises Inc. StellarTech Innovations
By: _______________________ By: _______________________
Name: _____________________ Name: _____________________
Title: _____________________ Title: _____________________