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").
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").
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.
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 ");
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");
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.
