SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 24, 2014, by and between Las Vegas Railway Express, Inc., a Delaware corporation, with headquarters located at 6650 Via Austi Parkway, Suite #140, Las Vegas, NV 89119 (the "Company"), and Adar Bays, LLC, a Florida Limited Liability Company, with its address at 3411 Indian Creek Drive, Suite #403, Miami Beach, FL 33140 (the "Buyer").
Las Vegas Railway Express, Inc. EMPLOYMENT AGREEMENT Wayne Bailey - Chief Financial OfficerEmployment Agreement • May 11th, 2018 • Las Vegas Railway Express, Inc. • Finance services • Nevada
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the Effective Date (as defined below), is entered into by and between Las Vegas Railway Express, Inc., a Nevada corporation (the "Company"), and Wayne Bailey (the "Executive").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • California
THIS AGREEMENT dated as of the 16th day of June 2014 (the "Agreement") between ICONIC HOLDINGS, LLC, a Delaware limited liability company (the "Investor"), and LAS VEGAS RAILWAY EXPRESS, INC., a Delaware corporation organized and existing under the laws of the State of Delaware (the "Company" ).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • California
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 16, 2014, by and between Las Vegas Railway Express, Inc. a Delaware corporation (the "Company"), and ICONIC HOLDINGS, LLC, a Delaware limited liability company (the "Investor").
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2013 • Las Vegas Railway Express, Inc. • Finance services • Nevada
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of February 1, 2012 by and between Las Vegas Railway Express, Inc. a Delaware Corporation (the "Company") and Wanda Witoslawski ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2018 • United Rail, Inc. • Local & suburban transit & interurban hwy passenger trans • Nevada
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of June 20, 2018 by and between United Rail, Inc., a Nevada Corporation (the "Company") and Michael M. Barron (the "Executive").
PUBLIC PROJECT REIMBURSEMENT AGREEMENTPublic Project Reimbursement Agreement • June 28th, 2011 • Las Vegas Railway Express, Inc. • Finance services • Nebraska
THIS AGREEMENT FOR INITIAL FEASIBILITY STUDY SERVICES ("Agreement"') is made effective December 1,2010 (the "Effective Date") by and between Las Vegas Railway Express, Inc ("Client") and Union Pacific Railroad Company, a Delaware corporation("UPRR").
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • June 28th, 2011 • Las Vegas Railway Express, Inc. • Finance services • District of Columbia
THIS MEMORANDUM OF UNDERSTANDING ("Memorandum"), made and entered into this 13 day of January, 2011, is by and between Las Vegas Railway Express, Inc., a Delaware corporation duly incorporated and organized under the laws of the State of Delaware, with principal offices located at 6650 Via Austi Parkway Suite 170 Las Vegas, Nevada 89119 ("LVRE"), and the National Railroad Passenger Corporation, duly incorporated and organized under the laws of the District of Columbia, and having its main office at 60 Massachusetts Avenue, NE, Washington, DC 20002 ("Amtrak").
BRIDGE LOAN AND SECURITY AGREEMENTBridge Loan and Security Agreement • February 17th, 2011 • Las Vegas Railway Express, Inc. • Finance services • Nevada
This BRIDGE LOAN AND SECURITY AGREEMENT (the "Agreement") is made this 25th day of January, 2010, by and between South Lake Capital (the "Investor" or "Secured Party") and Las Vegas Railway express, Inc., a Delaware corporation ("Company", "Debtor", "Borrower" or "LVRE"). The Investor and LVRE are referred to collectively herein as the "Parties."
May 27, 2010Bridge Loan and Security Agreement • February 17th, 2011 • Las Vegas Railway Express, Inc. • Finance services
PROPOSED LEASE TERMSMemorandum of Understanding • June 11th, 2013 • Las Vegas Railway Express, Inc. • Finance services
This Memorandum of Understanding ("MOU") is dated as of May 1, 2012 and is between T-UPR, LLC ("Landlord") and Las Vegas Railway Express, Inc. a Delaware company ("Tenant"). For the purposes of this MOU, Landlord and Tenant shall sometimes collectively be referred to as the "Parties". This MOU sets forth the principal terms and conditions upon which the Parties would be willing to entertain entering into a lease (the "Lease"), as more particularly hereinafter described. Except with respect to the provisions of confidentiality contained herein, the execution of this MOU shall not be deemed a binding offer in any manner on either Party nor shall the execution of this MOU impose upon any of the Parties any legal obligations whatsoever in connection with the proposed Lease, unless and until the Parties enter into the final Lease containing, among other things, the terms of this MOU. Notwithstanding anything to the contrary contained herein, this MOU shall expire without the need for any fu
OPPENHEIMEREngagement Agreement • June 28th, 2011 • Las Vegas Railway Express, Inc. • Finance services • New York
This letter will confirm the understanding and agreement (the "Agreement") between Oppenheimer & Co. Inc. ("Oppenheimer") and Las Vegas Railway Express, Inc. (together with its affiliates and subsidiaries, the "Company") as follows:
WARRANT TO PURCHASE COMMON STOCK OF LAS VEGAS RAILWAY EXPRESS, INC.Warrant Agreement • March 19th, 2013 • Las Vegas Railway Express, Inc. • Finance services
THIS WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third year anniversary of the Initial Exercise Date (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Las Vegas Railway Express, Inc., a Delaware corporation (the “Company”), up to ____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to $.10, subject to adjustment hereunder (the “Exercise Price”). This Warrant is one of a series of Warrants (the “Warrants”) issued pursued to the terms of certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, entered into by the Compa
UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE DUE _______________, 201__Unsecured Subordinated Note • March 19th, 2013 • Las Vegas Railway Express, Inc. • Finance services • New York
THIS UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes of Las Vegas Railway Express, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 6650 Via Austi Parkway, suite 170, Las Vegas Nevada 89119, designated as its Unsecured Subordinated Convertible Promissory Note due February 1, 2014 (this note, the “Note” and, collectively with the other notes issued in the Offering, the “Notes”).
RAILCAR PURCHASE AGREEMENTRailcar Purchase Agreement • February 17th, 2011 • Las Vegas Railway Express, Inc. • Finance services • Delaware
THIS RAILCAR PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 28, 2010, by and among Liberty Capital Asset Management Inc., a Delaware Corporation (the "Buyer") and Transportation Management Services Inc., a Delaware Corporation (the "Seller"), the Seller and the Buyer are collectively referred to herein as the "Parties"), with reference to the following facts:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 21st, 2018 • United Rail, Inc. • Local & suburban transit & interurban hwy passenger trans • Nevada
THIS SHARE EXCHANGE AGREEMENT ("Agreement"), made and entered into this 5th day of March 2018, is by and between United Rail, Inc., a Nevada corporation duly incorporated and organized under the laws of the State of Nevada, with principal offices located at 9480 S. Eastern Avenue Suite # 205 Las Vegas, Nevada 89123, hereinafter referred to as ("XTRN"), and the United Shortline Insurance Services, a Pennsylvania corporation duly incorporated and organized under the laws of Pennsylvania, with principal offices located at 8265 N. Van Dyke Port Austin, Michigan 48467, hereinafter referred to as ("USIS").
PROPOSED LEASE TERMSMemorandum of Understanding • June 24th, 2011 • Las Vegas Railway Express, Inc. • Finance services
This Memorandum of Understanding ("MOU") is between T-UPR, LLC ("Landlord") and Las Vegas Railway Express, Inc. a Delaware company ("Tenant")- For the purposes of this MOU, Landlord and Tenant shall sometimes collectively be referred to as the "Parties". This MOU sets forth the principal terms and conditions upon which the Parties would be willing to entertain entering into a lease (the "Lease"), as more particularly hereinafter described. Except with respect to the provisions of confidentiality contained herein, the execution of this MOU shall not be deemed a binding offer in any manner on either Party nor shall the execution of this MOU impose upon any of the Parties any legal obligations whatsoever in connection with the proposed Lease, unless and until the Parties enter into the final Lease containing, among other things, the terms of this MOU. Notwithstanding the foregoing, this MOU shall expire, without the need for any action by either party, on December 31,2010.
ContractConvertible Note • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • California
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
PURCHASE AGREEMENTPurchase Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • New York
THIS PURCHASE AGREEMENT (this "Agreement") is dated as of November 11 , 2013, among LAS VEGAS RAILWAY EXPRESS, INC., a Delaware corporation and all predecessors thereto (the "Company"), and the investor identified on the signature page hereto (the "Investor").
ContractNote • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
LAS VEGAS RAILWAY EXPRESS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • May 11th, 2018 • Las Vegas Railway Express, Inc. • Finance services • Maryland
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.
Redwood Management, LLC.Convertible Promissory Note Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services
MACALLAN PARTNERS LLC ASSIGNMENT OF DEBT AGREEMENTAssignment of Debt Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • Delaware
MACALLAN PARTNERS LLC, a corporation organized under the laws of the Delaware, with an office located at 1201 N. Orange Street, Suite 7401, Wilmington , DE 19801-1186 (the "ASSIGNEE ");
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2011 • Las Vegas Railway Express, Inc. • Finance services • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 19, 2011 by and between Las Vegas Railway Express, Inc. a Delaware Corporation (the “Company”) and Wanda Witoslawski (“Executive”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • New York
This Note Exchange Agreement (this "Agreement"), dated as of this 11 day of April, 2014, is made by and between Las Vegas Railway Express, Inc., a Delaware corporation (the "Company"), and Cowen Overseas Investment LP (the "Investor").
MACALLAN PARTNERS LLC ASSIGNMENT OF DEBT AGREEMENTAssignment of Debt Agreement • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • Delaware
MACALLAN PARTNERS LLC, a corporation organized under the laws of the Delaware , with an office located at 1201 N. Orange Street, Suite 7401, Wilmington , DE 19801-1186 (the "ASSIGNEE");
ContractPublic Relations Agreement • January 22nd, 2015 • Las Vegas Railway Express, Inc. • Finance services • California
THIS AGREEM ENT is to be effective as of the 30th of June 2014 by and between Integrative Businesses Alliance, LLC who maintain its principal offices at 4151 Mission Blvd. Suite #216 San Diego, CA 92109 (herein referred to as “IBA”) and Las Vegas Railway Express, Inc., who maintains its principal office at 6650 Via Austi Parkway, Suite #140, Las Vegas. NV 89119 (herein after referred to as “Client”).
PROPOSED LEASE TERMSMemorandum of Understanding • June 28th, 2011 • Las Vegas Railway Express, Inc. • Finance services
This Memorandum of Understanding ("MOU") is between T-UPR, LLC ("Landlord") and Las Vegas Railway Express, Inc. a Delaware company ("Tenant")- For the purposes of this MOU, Landlord and Tenant shall sometimes collectively be referred to as the "Parties". This MOU sets forth the principal terms and conditions upon which the Parties would be willing to entertain entering into a lease (the "Lease"), as more particularly hereinafter described. Except with respect to the provisions of confidentiality contained herein, the execution of this MOU shall not be deemed a binding offer in any manner on either Party nor shall the execution of this MOU impose upon any of the Parties any legal obligations whatsoever in connection with the proposed Lease, unless and until the Parties enter into the final Lease containing, among other things, the terms of this MOU. Notwithstanding the foregoing, this MOU shall expire, without the need for any action by either party, on December 31,2010.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 11th, 2012 • Las Vegas Railway Express, Inc. • Finance services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between Las Vegas Railway Express, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Subscriber”).
E/W CAPITAL Advisory AgreementAdvisory Agreement • July 8th, 2010 • Las Vegas Railway Express, Inc. • Finance services • Nevada
Advisory Agreement made and entered into as of the 1st day of July, 2010 between E/W Capital, LLC (“EWC”) and Las Vegas Railway Express, Inc., 6650 Via Austi Parkway, Suite 170, Las Vegas, NV (“Company”).
SEC U RED C ON V ERTI BL E PROMISSO R Y N OTESecured Convertible Promissory Note • February 17th, 2015 • Las Vegas Railway Express, Inc. • Finance services • Utah
This Note carries an OID of $30,000.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the ''Transaction Expense Amount"), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note and the Warrant shall be $300,000.00 (the "Purchase Price"), computed as follows: $335,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Investor Notes and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price. For purposes hereof, the term "Purchase Price Date" means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.
UNITED RAIL, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2018 • United Rail, Inc. • Local & suburban transit & interurban hwy passenger trans • 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, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 25th, 2008 • Corporate Outfitters, Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada
THIS COMMON STOCK PURCHASE AGREEMENT with Liberty Capital Asset Management, Shareholders (this "Agreement") is made and entered into as of November 03, 2008, by and among Corporate Outfitters, Inc. a Delaware corporation, (the “Company”); and Liberty Capital Asset Management, a Nevada Corporation (“Liberty”), (Liberty, and the Company are collectively referred to herein as the "Parties"), with reference to the following facts:
ASSET PURCHASE AGREEMENT BY AND BETWEEN LIBERTY CAPITAL ASSET MANAGEMENT, INC. as Buyer, LAS VEGAS RAILWAY EXPRESS as Seller, DATED AS OF November 23, 2009Asset Purchase Agreement • January 28th, 2010 • Liberty Capital Asset Management, Inc. • Finance services • Nevada
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 23, 2009, by and between Liberty Capital Asset Management, Inc., a Delaware Corporation (the “Buyer”) and Las Vegas Railway Express, a Nevada Corporation (the “Seller”). The Buyer and the Seller are sometimes referred to as (the “Parties”).
SERVICE AGREEMENTService Agreement • January 22nd, 2015 • Las Vegas Railway Express, Inc. • Finance services • Nevada
This Service Agreement ("Agreement") is made and entered into as of this 15 day of May, 2014 by and between Las Vegas Railway Express, Inc. (the "Company") and Santa Fe Southern Railway, Inc. ("SFSR" or the "Service Provider") referred to individually as "Party'' and collectively as "Parties".
