a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
STOCKHOLDERS’ AGREEMENT BY AND AMONG VIRGIN TRAINS USA INC. AND AAF HOLDINGS LLCStockholders’ Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of , 2019, by and between AAF Holdings LLC, a Delaware limited liability company (the “Initial Stockholder”) and Virgin Trains USA Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
Amendment 5 to the Vehicle Terms and Conditions between Brightline Trains LLC and Siemens Industry Inc.Virgin Trains USA LLC • January 30th, 2019 • Railroads, line-haul operating
Amendment 5 (“Amendment 5”), dated January 21, 2019 to the Vehicle Terms and Conditions Agreement with an effective date of August 15, 2014, by and between Brightline Trains LLC (f/k/a All Aboard Florida – Operations LLC), a limited liability company duly formed and validly existing under the laws of the State of Delaware, with a principal business address of 161 NW 6th ST, Suite 900, Miami, Florida 33136 (“Brightline” or “Owner”) and Siemens Industry, Inc., a corporation duly formed and validly existing under the laws of the State of Delaware with a principal business address of 7464 French Road, Sacramento, CA 95828 (“SII” or “Contractor”) Each of Brightline and SII may be referred to herein as a “party” or collectively as the “parties.”
REAL ESTATE PURCHASE AND SALE AGREEMENTAssignment and Assumption Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating • Nevada
This STOCKHOLDER AGREEMENT, dated as of [●] (this “Agreement”), is by and between BRIGHTLINE HOLDINGS LLC a Delaware [limited liability company][corporation]1 (“Purchaser”), and THARALDSON ETHANOL PLANT I, LLC, a Nevada limited liability company (the “Stockholder”).
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating • New York
This TRANSITION SERVICES AGREEMENT (the “Agreement”), dated as of , 2019 and effective as of the Closing (as defined below), is made by and between Virgin Trains USA LLC, a Delaware limited liability company (the “Company”), and Florida East Coast Industries, LLC, a Delaware limited liability company (“Parent”). The Company and Parent are collectively referred to as the “Parties” and each individually as a “Party”.
SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of November 30, 2018 (the “Amendment Date”), by and among Tharaldson Ethanol Plant I, LLC, a Nevada limited liability company (“TEP”), TMII South Tech, LLC, a Nevada limited liability company (“TMII”), C.Y. & R.I. Heritage Inn of Palmdale, Inc., a Nevada corporation (“Heritage Inn Palmdale”), C.Y. Heritage Inn of Dayton, Inc., a Nevada corporation (“Heritage Inn Davton”), and 4424 Polaris Avenue, LLC, a Nevada limited liability company (“4424 Polaris” and, together with TEP, TMII, Heritage Inn Palmdale and Heritage Inn Dayton, the “Seller”) and Virgin Trains USA LLC f/k/a Brightline Holdings, LLC , a Delaware limited liability company (“Purchaser”).
THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of December 5, 2018 (the “Amendment Date”), by and among Tharaldson Ethanol Plant I, LLC, a Nevada limited liability company (“TEP”), TM II South Tech, LLC, a Nevada limited liability company (“TMII”), C.Y. & R.I. Heritage Inn of Palmdale, Inc., a Nevada corporation (“Heritage Inn Palmdale”), C.Y. Heritage Inn of Dayton, Inc., a Nevada corporation (“Heritage Inn Dayton”), and 4424 Polaris Avenue, LLC, a Nevada limited liability company (“4424 Polaris” and, together with TEP, TMII, Heritage Inn Palmdale and Heritage Inn Dayton, the “Seller”) and Virgin Trains USA LLC f/k/a Brightline Holdings, LLC, a Delaware limited liability company (“Purchaser”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of September 17, 2018 (this “Agreement”), by and among BRIGHTLINE HOLDINGS LLC, a Delaware limited liability company (“Buyer”), DESERTXPRESS ENTERPRISES, LLC, a Nevada limited liability company (the “Company”), and BENNY’S HOLDCO, LLC, a Nevada limited liability Company (“Seller”).
AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of October 31, 2018 (the “Effective Date”), by and among Tharaldson Ethanol Plant I, LLC, a Nevada limited liability company (“TEP”), TMII South Tech, LLC, a Nevada limited liability company (“TMII”), C.Y. & R.I. Heritage Inn of Palmdale, Inc., a Nevada corporation (“Heritage Inn Palmdale”), C.Y. Heritage Inn of Dayton, Inc., a Nevada corporation (“Heritage Inn Davton”), and 4424 Polaris Avenue, LLC, a Nevada limited liability company (“4424 Polaris” and, together with TEP, TMII, Heritage Inn Palmdale and Heritage Inn Dayton, the “Seller”) and Brightline Holdings, LLC, a Delaware limited liability company (“Purchaser”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (“First Amendment”) is made and entered into as of the ____ day of _________, 2018, by and between the GREATER ORLANDO AVIATION AUTHORITY, with a principal address of One Jeff Fuqua Boulevard, Orlando, FL 32827-4399 (“GOAA”), an agency of the City of Orlando, existing as an independent special district under the laws of the State of Florida, the CENTRAL FLORIDA EXPRESSWAY AUTHORITY, a public corporation of the State of Florida with a principal address of 4974 ORL Tower Road, Orlando, FL 32807 (“CFX”), the CITY OF ORLANDO (the “City”), a Florida Municipal Corporation existing under the laws of the State of Florida with a principal address of 400 South Orange Avenue, Orlando, FL 32801, and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, with a principal address 2855 Lejeune Road, 4th Floor, Coral Gables, FL 33134 (“RAIL COMPANY”). GOAA, CFX, CITY and Rail Company a
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 21st day of November, 2018, by and between the GREATER ORLANDO AVIATION AUTHORITY, with a principal address of One Jeff Fuqua Boulevard, Orlando, FL 32827-4399 (“GOAA”), an agency of the City of Orlando, existing as an independent special district under the laws of the State of Florida, the CENTRAL FLORIDA EXPRESSWAY AUTHORITY, a public corporation of the State of Florida with a principal address of 4974 ORL Tower Road, Orlando, FL 32807 (“CFX”), the CITY OF ORLANDO (the “City”), a Florida Municipal Corporation existing under the laws of the State of Florida with a principal address of 400 South Orange Avenue, Orlando, FL 32801, and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, with a principal address 2855 Lejeune Road, 4th Floor, Coral Gables, FL 33134 (“RAIL COMPANY”). GOAA, CFX, CITY and Rail Company are sometimes collectively refe
SEVENTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENTRail Line Easement Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS SEVENTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “Seventh Amendment”) is made by and among the CITY OF ORLANDO, a municipal corporation created by and existing under the laws of the State of Florida, whose address is P.O. Box 4990, 400 S. Orange Avenue, Orlando, Florida 32802-4990 (the “City”) and THE GREATER ORLANDO AVIATION AUTHORITY, a public and governmental body created as an agency of the City, existing under and by virtue of the laws of the State of Florida, whose mailing address is One Jeff Fuqua Boulevard, Orlando, Florida 32827-4399 (the “Authority “), and BRIGHTLINE TRAINS LLC F/K/A ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, whose mailing address is 2855 LeJeune Road , 4th Floor, Coral Gables, Florida, 33134 (” Rail Company”).
FIFTH AMENDMENT TO ESCROW EXTENSION AGREEMENTEscrow Extension Agreement • January 30th, 2019 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS FIFTH AMENDMENT TO ESCROW EXTENSION AGREEMENT (the “Fifth Amendment to Extension Agreement”) is made by and among THE GREATER ORLANDO AVIATION AUTHORITY, a public and governmental body created as an agency of the City, existing under and by virtue of the laws of the State of Florida, whose mailing address is One Jeff Fuqua Boulevard, Orlando, Florida 32827-4399 (the “Authority”), and BRIGHTLINE TRAINS LLC F/K/A ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, whose mailing address is 2855 LeJeune Road, 4th Floor, Coral Gables, Florida, 33134 (“Rail Company”), joined by the CITY OF ORLANDO, a municipal corporation created by and existing under the laws of the State of Florida, whose address is P.O. Box 4990, 400 S. Orange Avenue, Orlando, Florida 32802-4990 (the “City”).
