EX1A-2A CHARTER 4 tm2229852d2_ex2-1.htm EXHIBIT 2.1

Exhibit 2.1

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:04 PM 12/26/2019
FILED 06:04 PM 12/26/2019
SR 20198868674 - File Number 7771001

CERTIFICATE OF INCORPORATION

OF

FLOWER TURBINES, INC.

 

 

Article I

 

The name of the corporation is Flower Turbines, Inc. (the “Corporation”).

 

Article II

 

The registered office of the Corporation in the State of Delaware is located at 651 N. Broad St., Suite 206, Middletown, DE 19709 (New Castle). The name of the registered agent of the Corporation at such address is LegalInc Corporate Services Inc.

 

Article III

 

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

Article IV

 

The total number of shares of stock which the Corporation shall have authority to issue is Two Million Five Hundred Thousand (2,500,000) shares of common stock, par value $0.0001.

 

Article V

 

The name and mailing address of the incorporator are as follows:

 

  Name Mailing Address
     
  Jeffrey S. Marks 9 Chatelaine
     
  Newport Coast, CA. 92657 

 

Article VI

 

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this Article VI shall not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derives an improper personal benefit. This Article VI shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when this Article VI becomes effective.

 

 

Any repeal or modification of the foregoing provisions of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 

Article VII

 

The Corporation shall, to the broadest and maximum extent permitted by Delaware law, as the same exists from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

 

In addition, the Corporation shall, to the broadest and maximum extent permitted by Delaware law, as the same may exist from time to time, pay to such person any and all expenses (including attorneys’ fees) incurred in defending or settling any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount if it shall ultimately be determined by a final judgment or other final adjudication that he is not entitled to be indemnified by the Corporation as authorized in this Article. The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of this Corporation, by agreement, vote of stockholders, or disinterested directors or otherwise.

 

Article VIII

 

The duration of the Corporation shall be perpetual.

 

Article IX

 

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

 

Article X

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

2

 

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly has executed this Certificate on December 24, 2019.

 

 /s/ Jeffrey S. Marks
 Jeffrey S. Marks, Incorporator

 

3

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:04 PM 12/27/2019

FILED 01:04 PM 12/27/2019

SR 20198882879 - File Number 7771001

 

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

 

DOMESTIC CORPORATION AND
FOREIGN LIMITED LIABILITY COMPANY

 

Pursuant to Title 8. Section 264(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

 

FIRST: The name of the surviving corporation is Flower Turbines Inc., a Delaware Corporation. and the name of the limited liability company being merged into this surviving corporation is Flower Turbines LLC a (list jurisdiction) New York limited liability company.

 

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

 

THIRD: The name of the surviving corporation is Flower Turbines, Inc.

 

FOURTH: The merger is to become effective on the date of filing.

 

FIFTH: The Agreement of Merger is on file at 240 Central Ave., 1J Lawrence, NY 11559, the place of business of the surviving corporation.

 

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

 

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

 

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 27th day of December, A.D., 2019.

 

  By: /s/ Mark Daniel Farb
    Authorized Officer
     
  Name: Mark Daniel Farb
    Print or Type
     
  Title: Chief Executive Officer