MACALLAN PARTNERS LLC ASSIGNMENT OF DEBT AGREEMENT
Exhibit 10.25
MACALLAN PARTNERS LLC ASSIGNMENT OF DEBT AGREEMENT
THIS ASSIGNMENT OF DEBT AGREEMENT DATED August 8, 2014
BY AND AMONG:
MACALLAN PARTNERS LLC, a corporation organized under the laws of the Delaware, with an office located at 0000 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx , XX 00000-0000 (the "ASSIGNEE ");
Audit Prep Services LLC, Inc., (the "ASSIGNOR "). 0000 Xxxxx Xxxxxx Xxxx., Xxxxx 00000, Xxx Xxxxxxx, XX, 00000
AND:
Las Vegas Railway Express, Inc., a corporation organized under the laws of Delaware, with an office located at: 0000 Xxx Xxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, XX, 00000 (the "DEBTOR ").
WHEREAS:
A.The Assignor is currently the beneficial owner of $29,771.61 of debt of the Debtor (the "Debt"), evidenced by a note held by Assignor (the ''Note"), a copy of which is attached hereto as Exhibit A.
B. The Assignor wishes to sell, grant, assign, and transfer $20,000.00 of the Debt (the "Assigned Debt") to Assignee, and Assignee wishes to purchase the Assigned Debt upon the terms and conditions set forth in this agreement (the "Agreement ").
NOW, THEREFORE , THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations and warranties hereinafter contained , the parties to this agreement (the "Parties"), intending to be legally bound , agree as follows:
I. Sale and Transfer of the Assigned Debt. Upon the execution of this Agreement (the "Closing") and subject to the terms and conditions of this Agreement , the Assignor shall sell, grant, assign, convey and deliver to the Assignee, and the Assignee shall purchase and accept from the Assignor , the Assigned Debt, including all right and obligations thereunder , for the purchase price specified in Section 2 below. The Assigned Debt shall be subject to the terms of the Note, except such terms that are amended by this Agreement. Payment for the debt shall be received by the assignor from the assignee by wire transfer of immediately available funds in an amount as set forth in this agreement, upon assignee's confirmation of the clearance of the converted shares in DTC.
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2. Purchase Price. In exchange for the Debt, the Assignee shall pay $15,000.00 cash to the Assignor by wire transfer.
3. Delivery of Note. At the Closing, the Assignor shall deliver to the Assignee one or more notes representing the Assigned Debt.
4. Representations, Warranties And Covenants Of The Assignor
4.1 The Assignor represents, warrants and covenants to the Assignee that:
(a) Authority. The Assignor has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions provided for herein. This Agreement has been duly authorized, executed and delivered by the Assignor and constitutes a valid and binding obligation of the Assignor enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Assignor does not and will not violate any provision of any law, regulation or order, or conflict with or result in the breach of, or constitute a default under, any material agreement or instrument to which the Sellers are a party or by which the Sellers may be bound or affected.
(b) Title. The Assignor has good and marketable title to the Convertible Debt free and clear of all liens and encumbrances, and has the ability to freely transfer the Assigned Debt.
(c) Non-Affiliate Status. The Assignor is not now nor has ever been an affiliate of the Company or its predecessor(s) ; as such term is defined in the Securities Act of 1933, as amended (the "Securities Act").
(d) Duly Endorsed. Assignor hereby represents and warrants to the Assignee that certificates representing the Assigned Debt will be duly endorsed upon their transfer to the Assignee.
(e) No Prepayment. The Assigned Debt has not been prepaid in full or in part, and the full amount of the Assigned Debt is due and owing by the Debtor to the Assignor. The Debtor has been given notice of this Assignment by the Assignor.
4.2 The representations , warranties and covenants contained in Section 4.1 are provided for the exclusive benefit of the Assignee and a breach of any one or more thereof may be waived by the Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 4 will survive the signing of this Agreement.
5. Right to Convert Debt. he Debtor and the Assignee agree that at the Assignee 's option, the Acquired Debt, or any portion thereof, may be converted into shares of common stock of the Debtor (the "Shares") in the amount of $15,000.00 at the fixed share price of 0.0075 per Share. Any Shares acquired by Assignee through the conversion of the Acquired Debt may only be resold by Assignee in compliance with the Securities Act of 1933, pursuant to a registration statement or an exemption from registration under the Securities Act of 1933. At no time will assignee convert any amount of the acquired debt into common stock that would result in the assignee owning more than 4.99% of the debtor's common stock outstanding.
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6. Consent of Debtor.
6.1 The Debtor agrees and consents to the assignment of the Acquired Debtor to the Assignee by the Assignor, and the possible conversion, at the Assignee's option, of the Acquired Debt or portion thereof.
6.2 The Debtor represents , warrants and covenants to the Assignee that:
(a) The full amount of the Debt is due and owing at the time of this Agreement , and
(b) The Debt has not been prepaid in full or in part.
6.3 The Debtor agrees and acknowledges and that the Assignee is entitled to make demand for payment or conversion pursuant to the terms of the Note and this Agreement at any time for full or partial payment of the full amount of the Acquired Debt.
7. Authorizations. Each of the Parties represent and warrant that each has the proper authorization and power to enter into this agreement and effect the actions required therein, including, but not limited to, necessary board resolutions or other approvals, as required.
8. Entire Agreement. This Agreement constitutes the complete understanding between the Parties with respect to the subject matter hereof, and no alteration, amendment or modification of any of the terms and provisions hereof shall be valid unless made pursuant to an instrument in writing signed by each party.
9. Fees and Costs. The Parties shall each bear their own fees and costs incurred m connection with this Agreement.
10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives , executors, successors and assigns.
11. Governing Law. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Delaware.
12. Survival of Representations and Warranties. All representations and warranties made by the Sellers and the Buyer shall survive the Closing.
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13. Jurisdiction and Venue. Any claim or controversy arising out of or relating to the interpretation, application or enforcement of any provision of this Agreement, shall be submitted for resolution to a court of competent jurisdiction in New York. The parties hereby consent to personal jurisdiction and venue in New York.
14. Construction and Severability. In the event any provision in this Agreement shall, for any reason, be held to be invalid or unenforceable , this Agreement shall be construed as though it did not contain such invalid or unenforceable provision, and the rights and obligations of the parties hereto shall continue in full force and effect and shall be construed and enforced in accordance with the remaining provisions hereof.
15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as an original signed copy of this Agreement.
16. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and shall not affect in any manner the meaning or interpretation of this Agreement.
17. Rule of Construction Relating to Ambiguities. All Parties acknowledge that they have each carefully read and reviewed this Agreement with their respective counsel and/or other representative, and therefore, agree that the rule of construction that ambiguities shall be construed against the drafter of the document shall not be applicable.
18. Deposit and Clearance: If the assignee is unable to deposit and clear the shares of the company for any reason, the assignee may return any shares for cancellation to the transfer agent and (a) cancel the transaction and not make payments to the assignor or (b) demand the return of any payments advanced by the assignee to the assignor.
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[Signature Page to Assignment of Debt Agreement]
IN WITNESS WHEREOF this agreement was signed by the parties hereto as of the day and year first above written .
ASSIGNEE:
MACALLA N PARTNERS LLC
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By:/s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: Member
ASSIGNOR:
Audit Prep Services LLC, Inc.
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By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
DEBTOR:
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: CEO
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