Escrow Services AgreementEscrow Services Agreement • September 12th, 2019 • World Tree Usa, LLC • Forestry • Arizona
This Escrow Services Agreement (this “Agreement”) is made and entered into as of September 10, 2019, by and between Befumo & Schaeffer, PLLC, a professional limited liability company formed and existing under the laws of Washington, DC, USA (“Escrow Agent”) and World Tree USA, LLC, a limited liability company formed and existing under the laws of Nevada, USA (the “Issuer”).
WORLD TREE USA, LLC SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • August 28th, 2019 • World Tree Usa, LLC • Forestry • Nevada
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.
WORLD TREE USA, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • August 25th, 2020 • World Tree Usa, LLC • Forestry • Nevada
This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between World Tree USA, LLC, a Nevada Limited Liability Company (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).
OPERATING AGREEMENT (amended) OF WORLD TREE USA, LLCOperating Agreement • August 28th, 2019 • World Tree Usa, LLC • Forestry • Nevada
THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH UNITS IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, GIFTED, TRANSFERRED OR OTHERWISE DISPOSED, NOR WILL THE VENDEE, ASSIGNEE, BENEFICIARY, OR TRANSFEREE BE RECOGNIZED AS HAVING ACQUIRED SUCH UNITS FOR ANY PURPOSES, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (B) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL FOR THE COMPANY.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • June 26th, 2020 • World Tree Usa, LLC • Forestry • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of June 23, 2020 by and among World Tree USA, LLC, a Nevada limited liability company (the “Company”), having an address at 1910 South Stapley Drive, Suite 221, Mesa, AZ 85204, Vanderbilt Securities LLC, a New York limited liability company (“Placement Agent”), having an address at 125 Froehlich Farm Boulevard, Woodbury, New York 11797, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 923 Broadway, Woodmere, New York 11598. All capitalized terms not herein defined shall have the meaning ascribed to them in the Post-Qualification Offering Circular Amendment No. 5 as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Offering Circular”).
VANDERBILT SECURITIES LLCSelected Dealer Agreement • August 25th, 2020 • World Tree Usa, LLC • Forestry • New York
Vanderbilt Securities LLC, as the placement agent (the “Placement Agent”) for a Reg A+ offering of World-Tree USA, a Nevada limited liability company(the “Company”) of its 7,000,000 Series A 2020 Eco-Tree Units (the “Units”), invites you (the “Selected Dealer”) to participate in the distribution of Units priced at $1.50 per Unit for a maximum offering of $10,500,000 (the “Offering”), subject to the following terms:
ContractAgreement • July 16th, 2020 • World Tree Usa, LLC • Forestry
executed documents scanned and transmitted electronically, and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned, and electronic signatures having the same legal effect as original signatures.
WORLD TREE USA, LLC SERIES A 2020 ECO-TREE UNIT DESIGNATIONUnit Designation • February 10th, 2021 • World Tree Usa, LLC • Forestry
WORLD TREE USA, LLC, a Nevada limited liability company (the “Company”), pursuant to the provisions of the Nevada Revised Statutes Chapter 86, and the Operating Agreement dated February 4, 2021, as amended from time to time (the “Operating Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in World Tree Technologies, Inc, a Nevada corporation and the Company’s Manager (the “Manager”), the Manager duly adopted the following resolution, which remains in full force and effect as of the date hereof:
ADDENDUM TO REGULATION A+ OFFERING ENGAGEMENT AGREEMENT DATED APRIL 3, 2020 BETWEEN WORLD TREE USA, LLC AND VANDERBILT FINANCIAL GROUPEngagement Agreement • June 26th, 2020 • World Tree Usa, LLC • Forestry
ESCROW AGREEMENTEscrow Agreement • August 25th, 2020 • World Tree Usa, LLC • Forestry • California
This ESCROW AGREEMENT (this “Agreement”) is entered into as of August 19, 2020 by and among World Tree USA, LLC, a Nevada limited liability company (the “Issuer”), Vanderbilt Securities LLC, a New York limited liability company (the “Placement Agent”), and Boston Private Bank and Trust Company (“Bank”), as Escrow Agent (“Escrow Agent”).
WORLD TREE USA, LLC SERIES B UNIT DESIGNATIONUnit Designation • February 10th, 2021 • World Tree Usa, LLC • Forestry
WORLD TREE USA, LLC, a Nevada limited liability company (the “Company”), pursuant to the provisions of the Nevada Revised Statutes Chapter 86, and the Operating Agreement dated February 4, 2021, as amended from time to time (the “Operating Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in World Tree Technologies, Inc, a Nevada corporation and the Company’s Manager (the “Manager”), the Manager duly adopted the following resolution, which remains in full force and effect as of the date hereof:
WORLD TREE USA, LLC SERIES A 2018 ECO-TREE UNIT DESIGNATIONUnit Designation • February 10th, 2021 • World Tree Usa, LLC • Forestry
WORLD TREE USA, LLC, a Nevada limited liability company (the “Company”), pursuant to the provisions of the Nevada Revised Statutes Chapter 86, and the Operating Agreement dated February 4, 2021, as amended from time to time (the “Operating Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in World Tree Technologies, Inc, a Nevada corporation and the Company’s Manager (the “Manager”), the Manager duly adopted the following resolution, which remains in full force and effect as of the date hereof:
LOCK-UP AGREEMENTLock-Up Agreement • July 16th, 2020 • World Tree Usa, LLC • Forestry
The undersigned recipient of Series A 2020 EcoTree units (“Units”) of World Tree USA LLC (the “Company”) acknowledges that said Units were issued as non-cash compensation in respect of the Regulation A+ offering by the Company. Each Unit represents a membership interest in the Company to potentially receive 25% of the net profits of distributions from the harvest and sale of Empress Splendor trees (the “World Trees”). The net profits distribution, if any, may occur eight to 12 years from the time of planting after the harvest and sale of the World Trees planted in the 2020 Series A Offering. The Placement Agent shall receive one Unit for each $250,000 sold in the Offering up to a maximum of 84,000 Units if the maximum offering of $10,500,000 is raised. As such, the issuance of the Units are subject to FINRA Rules 5110(g)(1) and 5110(g)(2), as follows:
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF WORLD TREE USA, LLC Dated as of February 4, 2021Operating Agreement • February 10th, 2021 • World Tree Usa, LLC • Forestry • Nevada
This SECOND AMENDED AND RESTED OPERATING AGREEMENT of World Tree USA, LLC, is effective as of February 4, 2021. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1 or Section 13.1.
ADDENDUM TO REGULATION A+ OFFERING ENGAGEMENT AGREEMENT DATED APRIL 3, 2020 BETWEEN WORLD TREE USA, LLC AND VANDERBILT FINANCIAL GROUPEngagement Agreement • July 16th, 2020 • World Tree Usa, LLC • Forestry
WORLD TREE USA, LLC SERIES A 2016 ECO-TREE UNIT DESIGNATIONUnit Designation • February 10th, 2021 • World Tree Usa, LLC • Forestry
WORLD TREE USA, LLC, a Nevada limited liability company (the “Company”), pursuant to the provisions of the Nevada Revised Statutes Chapter 86, and the Operating Agreement dated February 4, 2021, as amended from time to time (the “Operating Agreement”), does hereby state and certify that, pursuant to the authority expressly vested in World Tree Technologies, Inc, a Nevada corporation and the Company’s Manager (the “Manager”), the Manager duly adopted the following resolution, which remains in full force and effect as of the date hereof:
ContractExhibit Agreement • May 28th, 2020 • World Tree Usa, LLC • Forestry
executed documents scanned and transmitted electronically, and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned, and electronic signatures having the same legal effect as original signatures.
