POSTING AGREEMENTPosting Agreement • January 27th, 2023 • Flower Turbines, Inc. • Engines & turbines • California
Flower Turbines, Inc., a Delaware Corporation located at 240 Central Ave., Lawrence, NY 11559 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its common shares, $0.0001 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2020 • Flower Turbines, Inc. • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Escrow Agreement FOR SECURITIES OFFERINGEscrow Agreement • January 27th, 2023 • Flower Turbines, Inc. • Engines & turbines • Delaware
This Escrow Agreement, effective as of May 12,2022, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ; and Flower Turbines Inc, a Delaware Corporation (“Issuer”) located at PO Box 647, Lawrence, NY 11559.
StartEngine Secure Service AgreementSecure Service Agreement • September 30th, 2020 • Flower Turbines, Inc. • California
This agreement (“Agreement”) sets forth the terms and conditions by which Flower Turbines Inc. (“Issuer”, “you”, “your”) appoints StartEngine Secure LLC (“Service Provider”, “us”, “our”, “we”) as the exclusive provider of software and services relating to the recording of the issuance, transfer and registration of Issuer’s securities issued pursuant to Section 4(a)(6) under the Securities Act of 1933, and associated holder positions, and for clearing ownership changes and new issuances (the “Services”) of the Issuer’s common stock securities (the “Securities”). The parties hereby agree to the following Terms and Conditions:
ContractQuotation Agreement • November 29th, 2022 • Flower Turbines, Inc. • Engines & turbines • California
THIS QUOTATION AGREEMENT, dated as of the date executed by StartEngine Primary, LLC, a Delaware limited liability company (“Primary”), with an office at 3900 W Alameda Ave, Suite 1200, Burbank, CA 91505, is by and between Primary and the Company, as identified below (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2023 • Flower Turbines, Inc. • Engines & turbines • New York
AGREEMENT, dated as of January 1, 2021 between Flower Turbines, Inc., a Delaware corporation, having an address at P.O. Box 647, Lawrence, New York 11559 ("Employer"), and Mark Daniel Farb, having an address at 240 Central Ave., Lawrence, NY 11559 ("Employee").
SERVICES AGREEMENTServices Agreement • September 30th, 2020 • Flower Turbines, Inc.
This Services Agreement (“Services Agreement” or “Agreement”) is entered into as of the date noted below (the “Effective Date”) between StartEngine Crowdfunding, Inc., a Delaware corporation (“Company”), and Flower Turbines Inc. a Delaware corporation (“Customer” or “you”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2023 • Flower Turbines, Inc. • Engines & turbines • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
LICENSE AGREEMENTLicense Agreement • September 30th, 2020 • Flower Turbines, Inc. • Delaware
This LICENSE AGREEMENT (this "Agreement") is entered into as of January 6, 2020, between Mark Daniel Farb (collectively, "Licensor"), and Flower Turbines, Inc., a Delaware corporation ("Licensee").
LICENSE AGREEMENTLicense Agreement • November 29th, 2022 • Flower Turbines, Inc. • Engines & turbines • Delaware
This LICENSE AGREEMENT (this "Agreement") is entered into as of January 6, 2020, between Mark Daniel Farb (collectively, "Licensor"), and Flower Turbines, Inc., a Delaware corporation ("Licensee").
Explanatory NoteExhibit Update • February 17th, 2023 • Flower Turbines, Inc. • Engines & turbines
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • September 30th, 2020 • Flower Turbines, Inc. • California
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "Agreement") is entered into as of January 6, 2020 (the “Effective Date”) by and between Leviathan Energy Wind Lotus, Ltd. (“Assignor”) and Flower Turbines, Inc. (“Assignee”).
Extension of contract: Date: November 9th, 2020Extension Agreement • May 18th, 2021 • Flower Turbines, Inc. • Engines & turbines
The contract is extended for another 4 years, through Dec.31, 2024, unless either party wishes to cancel., this with a 90-day notice for the employer and 45 days for the employee, or both parties agree to change the conditions.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 29th, 2022 • Flower Turbines, Inc. • Engines & turbines • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
