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.
GARAGE LEASEGarage Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating • Florida
This Garage Lease (“Lease”) is entered into by and between DTS 3MC PARKING LLC, a Delaware limited liability company (“Landlord”) and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company (“Tenant”) as of this 2nd day of September, 2016.
04/04/2018 14:36 PM Page 1 of 71 Rec Fee: $605.00 Deed Doc Tax: $0.00 Mortgage Doc Tax: $0.00 Intangible Tax: $0.00 Phil Diamond, Comptroller Orange County, FL RETURN TO: Ret To: SIMPLIFILE LC First American Title Ins. Co. National Commercial ServicesLease Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
FIRST AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENTEasement Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS FIRST AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “First 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 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”).
ContractJoint Use Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
SIXTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENTEasement Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS SIXTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “Sixth 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 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”).
VEHICLE MAINTENANCE FACILITY GROUND LEASE AGREEMENT FORLease Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS VEHICLE MAINTENANCE FACILITY GROUND LEASE AGREEMENT (“Agreement”) is made and entered into this ______ day of ____________, 2014 (the “Effective Date”) by and between the GREATER ORLANDO AVIATION AUTHORITY, an agency of the City of Orlando, Florida, existing as an independent special district under and by virtue of the laws of the State of Florida, whose address is One Jeff Fuqua Boulevard, Orlando, Florida 32827-4399 (the “Authority”) and ALL ABOARD FLORIDA – OPERATIONS LLC, a Delaware limited liability company authorized to do business in Florida, whose address is 2855 LeJeune Road, 4th Floor, Coral Gables, Florida 33134 (“Rail Company”).
ALL ABOARD FLORIDA PREMISES LEASE AND USE AGREEMENT FOR ORLANDO INTERNATIONAL AIRPORT BY AND BETWEEN GREATER ORLANDO AVIATION AUTHORITY AND ALL ABOARD FLORIDA - OPERATIONS LLCPremises Lease and Use Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS PREMISES LEASE AND USE AGREEMENT (“Agreement”) is made and entered into this _________ day of ____________________, 2014 (the “Effective Date”) by and between the GREATER ORLANDO AVIATION AUTHORITY, an agency of the City of Orlando, Florida existing as an independent special district under the laws of the State of Florida, whose address is One Jeff Fuqua Boulevard, Orlando, Florida 32827-4399 (the “Authority”) and ALL ABOARD FLORIDA – OPERATIONS LLC, a Delaware limited liability company authorized to do business in Florida, whose address is 2855 LeJeune Road, 4th Floor, Coral Gables, Florida 33134 (“Rail Company”).
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.”
FOURTH AMENDMENT TO THE PREMISES LEASE AND USE AGREEMENTLease and Use Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS FOURTH AMENDMENT TO THE PREMISES LEASE AND USE AGREEMENT (the “Fourth Amendment”) 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 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”).
SECOND AMENDMENT TO GARAGE LEASEGarage Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
This Second Amendment to Garage Lease (“Second Amendment”) is entered into by and between WPB ROSEMARY LLC, a Delaware limited liability company (“Landlord”) and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company (“Tenant”) as of this 23rd day of May, 2018. Unless otherwise defined herein, all capitalized terms used in this Second Amendment shall have the same meanings assigned to the same in the Garage Lease (as hereinafter defined).
This Instrument Prepared By And To Be Returned To:And Drainage Easement Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
SECOND AMENDMENT TO DISPATCHING SERVICES AGREEMENTDispatching Services Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
This SECOND AMENDMENT TO DISPATCHING SERVICES AGREEMENT (this “Second Amendment”) is made this 31st day of August, 2017, by and among FLORIDA DISPATCHCO LLC (f/k/a FLORIDA EAST COAST DISPATCH LLC), a Delaware limited liability company (“DispatchCo”), FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company (including its successors and assigns, “FECR”) and ALL ABOARD FLORIDA – OPERATIONS LLC, a Delaware limited liability company (including its successors and assigns, “AAF”), DispatchCo, AAF and FECR are referred to individually hereinafter as a “Party”, and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings set forth in the Dispatching Services Agreement dated December 27, 2016 by and among DispatchCo, AAF and FECR (as may be further amended, restated, replaced, supplemented or otherwise modified, the “Dispatching Agreement”).
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.Virgin Trains USA LLC • December 13th, 2018 • Railroads, line-haul operating • England and Wales
VEL is the legal and beneficial owner of the Marks (as defined below) and has agreed to grant the Licensee a licence to use the Marks (in the form of the Names) for the purpose of operating a higher speed passenger rail network on the Permitted Routes on the terms and conditions of this Agreement (as defined below).
FIRST AMENDMENT TO GARAGE LEASEGarage Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
This First Amendment to Garage Lease (“First Amendment”) is entered into by and between WPB ROSEMARY LLC, a Delaware limited liability company (“Landlord”) and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company (“Tenant”) as of this 19th day of December, 2017. Unless otherwise defined herein, all capitalized terms used in this First Amendment shall have the same meanings assigned to the same in the Garage Lease (as hereinafter defined).
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”).
FIRST AMENDMENT TO GARAGE LEASEGarage Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
This First Amendment to Garage Lease (“First Amendment”) is entered into by and between DTS 3MC PARKING LLC, a Delaware limited liability company (“Landlord”) and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company (“Tenant”) as of this 19 day of December, 2017. Unless otherwise defined herein, all capitalized terms used in this First Amendment shall have the same meanings assigned to the same in the Garage Lease (as hereinafter defined).
DISPATCHING SERVICES AGREEMENTDispatching Services Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating • Florida
This DISPATCHING SERVICES AGREEMENT (the “Agreement”) is made this 27th day of December, 2016 by and among FLORIDA EAST COAST DISPATCH LLC, a Delaware limited liability company (“DispatchCo”), FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company (including its successors and assigns, “FECR”) and ALL ABOARD FLORIDA--OPERATIONS LLC, a Delaware limited liability company (including its successors and assigns, “AAF”), DispatchCo, AAF and FECR are referred to individually hereinafter as a “Party,” and collectively as the “Parties.”
ACKNOWLEDGEMENT AND REINSTATEMENT OF REAL ESTATE LEASEReal Estate Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS ACKNOWLEDGEMENT AND REINSTATEMENT OF REAL ESTATE LEASE (this “Reinstatement”) is made and entered into as of the 6th day of November, 2017 and effective as of June 30, 2017 by and between FECI WPB LLC, a Delaware limited liability company (“FECI”), ALL ABOARD FLORIDA- OPERATIONS LLC, a Delaware limited liability company (“AAF”).
REAL ESTATE LEASEReal Estate Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating • Florida
The Real Estate Lease (“Lease”) is made as of this 24th day of June, 2015, by and between Florida East Coast Railway, L.L.C.; a Florida limited liability company having an address of 7411 Fullerton Street, Suite 300, Jacksonville, Florida 32256 (“Railway”) and ALL ABOARD FLORIDA – OPERATIONS LLC, a Delaware limited liability company, whose business address is 2855 LeJeune Road, 4th Floor, Coral Gables, Florida 33134, (“Lessee”).
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”).
ContractOperating and Funding Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating • Florida
GENERAL OPERATIONS, MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating • Florida
This General Operations, Management and Administrative Services Agreement (this “Agreement”), effective as of December 19, 2017, is entered into by and between All Aboard Florida - Operations LLC, a Delaware limited liability company (“AAF”) and All Aboard Florida Operations Management LLC, a Delaware limited liability company (“Manager”).
This Instrument Prepared By And To Be Returned To:Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating • Florida
THIRD AMENDMENT TO THEPremises Lease and Use Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS THIRD AMENDMENT TO THE PREMISES LEASE AND USE AGREEMENT (the “Third Amendment”) 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 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 THE RAIL LINE EASEMENT AGREEMENTEasement Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS FIFTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “Fifth 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 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”).
SECOND AMENDMENT TO GARAGE LEASEGarage Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
This Second Amendment to Garage Lease (“Second Amendment”) is entered into by and between DTS FLL PARKING LLC, a Delaware limited liability company (“Landlord”) and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company (“Tenant”) as of this 15th day of March, 2018. Unless otherwise defined herein, all capitalized terms used in this Second Amendment shall have the same meanings assigned to the same in the Garage Lease (as hereinafter defined).
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”).
REAL ESTATE LEASE AMENDMENT No.1Real Estate Lease • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
This Amendment, dated October 23, 2015 (“Amendment”) is made to that Certain Real Estate Lease executed on June 24, 2015 by and between Florida East Coast Railway L.L.C., and All Aboard Florida- Operations LLC, (“Lease”).
RAIL LINE EASEMENT AGREEMENTRail Line Easement Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating • Florida
THIS RAIL LINE EASEMENT AGREEMENT (the “Rail Line Easement Agreement” or “Agreement”) 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 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”).
FOURTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENTRail Line Easement Agreement • November 16th, 2018 • Virgin Trains USA LLC • Railroads, line-haul operating
THIS FOURTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “Fourth 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 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”).
