LAS VEGAS RAILWAY EXPRESS, INC. - FORM 10-Q - EX-10.12 - TERM SHEET FOR CONVERTIBLE NOTE PAYABLE WITH REDWOOD MANAGEMENT, LLC, DATED APRIL 30, 2014 - February 17, 2015

Attached files

file filename
10-Q - LAS VEGAS RAILWAY EXPRESS, INC. 10Q 2014-12-31 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegas.htm
EX-10.1 - PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF JMJ FINANCIAL, DATED OCTOBER 1, 2013 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh101.htm
EX-10.7 - CONVERTIBLE NOTE WITH KBM WORLDWIDE, INC., DATED JUNE 17, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh107.htm
EX-10.8 - CONVERTIBLE PROMISSORY NOTE WITH BEAUFORT CAPITAL PARTNERS LLC, DATED APRIL 2, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh108.htm
EX-10.2 - PURCHASE AGREEMENT BETWEEN THE COMPANY AND COWEN OVERSEAS INVESTMENT LP, DATED NOVEMBER 22, 2013 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh102.htm
EX-10.6 - CONVERTIBLE PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF KBM WORLDWIDE, INC., DATED MAY 6, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh106.htm
EX-10.5 - TERM SHEET FOR CONVERTIBLE NOTE WITH KBM WORLDWIDE, INC., DATED MARCH 25, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh105.htm
EX-10.3 - NOTE EXCHANGE AGREEMENT BY AND BETWEEN THE COMPANY AND COWEN OVERSEAS INVESTMENT LP, DATED APRIL 11, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh103.htm
EXCEL - IDEA: XBRL DOCUMENT - LAS VEGAS RAILWAY EXPRESS, INC.Financial_Report.xls
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh311.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh312.htm
EX-10.9 - CONVERTIBLE PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF BEAUFORT CAPITAL PARTNERS LLC, DATED MAY 28, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh109.htm
EX-32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh322.htm
EX-10.21 - PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF ALLEGHENY NEVADA HOLDINGS CORPORATION, DATED JUNE 19, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1021.htm
EX-10.19 - CONVERTIBLE PROMISSORY NOTE WITH KBM WORLDWIDE, INC., DATED AUGUST 15, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1019.htm
EX-10.23 - PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF ITS CHIEF FINANCIAL OFFICER, DATED JUNE 20, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1023.htm
EX-10.10 - CONVERTIBLE NOTE ISSUED BY THE COMPANY IN FAVOR OF VISTA CAPITAL INVESTMENTS, LLC, DATED APRIL 17, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1010.htm
EX-10.17 - CONVERTIBLE REDEEMABLE NOTE ISSUED BY THE COMPANY IN FAVOR OF LG CAPITAL FUNDING, LLC, DATED JULY 18, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1017.htm
EX-10.22 - PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF ECLIPSE HOLDING COMPANY LTD, DATED JUNE 19, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1022.htm
EX-10.11 - CONVERTIBLE DEBENTURE ISSUED BY THE COMPANY IN FAVOR OF GROUP 10 HOLDINGS, LLC, DATED JUNE 13, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1011.htm
EX-10.25 - DEBT SECURITIES ASSIGNMENT WITH MACALLAN PARTNERS LLC, DATED AUGUST 8, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1025.htm
EX-10.18 - SECURITY PURCHASE AGREEMENT WITH ADAR BAYS, LLC, DATED JULY 24, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1018.htm
EX-10.14 - SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND ICONIC HOLDINGS, LLC, DATED JUNE 16, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1014.htm
EX-10.16 - 2014 INCENTIVE STOCK OPTION PLAN - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1016.htm
EX-10.20 - CONVERTIBLE NOTE ISSUED BY THE COMPANY IN FAVOR OF JSJ INVESTMENTS, INC., DATED SEPTEMBER 23, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1020.htm
EX-10.13 - SECURED CONVERTIBLE PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF TYPENEX CO-INVESTMENT, LLC, DATED MAY 12, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1013.htm
EX-10.15 - REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE COMPANY AND ICONIC HOLDINGS, LLC, DATED JUNE 16, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1015.htm
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh321.htm
EX-10.4 - CONVERTIBLE PROMISSORY NOTE ISSUED BY THE COMPANY IN FAVOR OF ICONIC HOLDINGS, LLC, DATED MARCH 24, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh104.htm
EX-10.24 - ASSIGNMENT OF DEBT AGREEMENT BY AND AMONG THE MACALLAN PARTNERS LLC, AUDIT PREP SERVICES LLC AND THE COMPANY, DATED SEPTEMBER 12, 2014 - LAS VEGAS RAILWAY EXPRESS, INC.lasvegasexh1024.htm
Exhibit 10.12
  Redwood Management, LLC. 
16850 Collins Ave Ste 112-341 
Sunny Isles, Florida 33160
Tel (305) 466-1577
 
 
April 30th 2014
 

 
Las Vegas Railway Express, Inc.
6650 Via Austi Parkway Suite 140
Las Vegas, NV 89119

This letter is subject to the parties entering into formal agreements setting forth their respective rights and obligations. Such agreements will contain customary representations, warranties and indemnifications. The material terms of the offering (the "Offering") are set forth below:
 
 Issuer Las Vegas Railway Express, Inc. (the "Issuer")
   
Placement Agent NIA
   
Securities Convertible Promissory Note (the "Notes")
   
Principal Amount $83,333.33 upon execution; $83,333.33 one month after execution; $83,333.33 two months after execution.
   
Maturity of the Notes Six (6) month maturity (the "Maturity")
   
Interest on the Notes 10% guaranteed interest payable regardless of how long the debenture remains outstanding
   
Conversion Price 45% of the lowest traded price of the previous 20 days
   
Redemption The Company may redeem the outstanding principal and interest at 130%.
   
 No Short Sales The investor will not engage in any short sales with respect to the Common Stock until the later of Maturity or conversion of the Notes.
   
Rule 144 The Notes will be convertible at any time, in whole or in part, subject to Rule 144.
   
Right of First Refusal Investors will have a 72-hour Right of First Refusal to participate in any subsequent offering on the same terms as such offering.
   
Opinion Letter The Issuer shall be responsible for supplying an opinion letter specific to the fact that the Common Stock issued pursuant to conversion of the Convertible Notes is exempt from Registration Requirements pursuant to Rule 144 (so long as the requirements of Rule 144 are satisfied). Investors will accept a "blanket" opinion letter that applies to the entirety of the Convertible Note so long as it is acceptable to Issuer's Transfer Agent. Should the Issuer require an attorney to act in this capacity, the investors may recommend one, with all costs to be born solely by the Issuer.
   
Events of Default In the Event of a Default, which will be further outlined in the Closing Documents, the Investor shall have the right to convert the Notes into shares of common stock at a default conversion price equal to 40% of the lowest traded price in the 15 days prior to conversion.
   
Confidentiality The existence of this term sheet and the individual terms and conditions are of a confidential nature and shall not be disclosed to anyone, except to the Issuer, the investors and their respective legal advisors.
   
Legal Fees NIA
 
 
In WITNESS WHEREOF, Issuer has caused this term sheet to be signed in its name by its duly authorized officer this day of April 2014.
 

 
By: /s/Michael Barron
 
Michael Barron
 
CEO
 
 
 
 

LAS VEGAS RAILWAY EXPRESS, INC. Reports