X Train LA – Las Vegas

1. X Train LA – Las Vegas The Journey is the Destination

2. The Business Proposition • Charter Amtrak to haul weekend specialty event train to Las Vegas • Amtrak provides locomotives and engineers for a fee • X Train rents an existing train consist of 10 cars • X Train outsources the on-board services for food and beverage • X Train Vacations, our IATAN licensed travel agency books tickets and tours on the train • On Board Travel Proposition • 5.5 hour trip • First class and coach class seating • Signature food service • Bar service • Hi-tech interconnectivity – Wi-Fi access • Ability to book shows and hotels • Business Model • Business model utilizes existing trackage and conventional railroad equipment • Single route leads to low train-mile operating costs • Revenue model includes ticket price plus substantial ancillary revenues • Broad distribution via own internet site, Las Vegas hotels, calling centers and LA travel agencies • Additional revenue from casino operators, tour operators and co-branding • Profitability achieved from the first run assuming pricing targets are met. • No ramp up period to profitability

3. Passenger Rail Development in the US • Our Project is to re-open a passenger rail route between Los Angeles and Las Vegas • New passenger rail routes take an average of 10 years to become operational • Capital Corridor – Union Pacific Railroad/Joint Powers Authority - 10 years • Chicago – St. Louis Express project – Union Pacific Railroad/METRA - 12 years (not yet complete) • All Aboard Florida – Florida East Coast Railway/Fortress - 6 years (not yet complete) • Many projects cost hundreds of millions of dollars • Multiple agencies involved in approvals • Union Pacific • BNSF • Amtrak • FRA • Cities for station construction • STB • Our Company is in its 6th year and will operate its service in 2015 – faster development than comparative services

4. Company History • September 2009 – Las Vegas Railway Express, Inc. (X Train) incorporates for the purpose of establishing passenger rail service between Los Angeles and Las Vegas • September 2009 - Founders invest seed capital of $500,000 • March 2010 - Dahlman Rose/Cowen & Co. retained as investment advisors • March 2011 – X Train raises $2.5 million from private investors • September 2011 - Amtrak engaged for logistics and haulage agreement on route • November 2012 – Union Pacific signs rail access agreement with X train • February 2013 – BNSF approves Fullerton station access • March 2013 – GVC Capital raises $2.5 million in capital to fund operations • May 2013 – BNSF withdraws approval citing congestion over Cajon Pass • June 2013 – X Train engages UNLV Rail Engineering School to study new alignment to Las Vegas • September 2013 – X Train leases two passenger rail cars and begins refitting them to a Club X motif for the LA to Las Vegas route • November 2013 – Cowen & Co. invests $2.0 million • April 2014 – X Train completes rail car renovation • May 2014 – X Train signs operating agreement with Santa Fe Southern Railway to run passenger service • May 2014 – X Train raises $1.5 million from institutional investors • August 2014 – X Train completes re-certification of Santa Fe Southern Railway to operate passenger service • September 2014 – X Train begins operations on Santa Fe Southern Railway and ships its Club X passenger cars into service • December 2014 – X Train suspends service on the Santa Fe Southern Railway for the winter season • January 2015 – UNLV completes the rail alignment study for the LA to Las Vegas route • January 2015 – X Train files with Amtrak for a charter route on the new alignment to Las Vegas from Los Angeles • February 2015 – X Train negotiates sale of its operating agreement on Santa Fe Southern Railway to Iowa Pacific Railway • February 2015 – X Train secures train consist from Friends of the 261 charter company

5. Company Experience • Successfully negotiated rail access with Class 1 railroads • Working relationship with Amtrak for five years • Actual operating experience with a passenger rail service • Designed and built passenger railcars in the X Train motif • Complete engineering drawings for Plaza station location • Experience in moving railcars via Amtrak, BNSF and UPRR across the country • Rail infrastructure experience • Complete rail logistics planning experience • Food and Beverage on board trains experience • Ticketing and Sales experience

6. Existing Travel Market • 12 million people per year drive to Las Vegas from the Los Angeles area • Fuel cost per trip $200 and rising • Drive time is approximately 6-7 hours on Thursdays and Fridays • Extreme congestion on I-15 highway on weekends • Air Fares are $400 - $500 round trip plus parking & ground transportation • Target market for our service spends $1,800 per weekend in Las Vegas including travel, hotel and entertainment

7. The Route Las Vegas Barstow Mojave Union Station

8. Los Angeles Metrolink Feeder SystemLink up to the X Train from any of METROLINK’s 56 Stations • X Train will benefit from a metropolitan “feeder” system that links to Metrolink’s 56 stations to the departure station LA

9. Amtrak Station location – Las Vegas Station Platform UP Main Line # 2

10. Product – Make it “Vegas”… • On board Vegas style experience • Cars reflect a Vegas atmosphere • On Board service staff dressed to promote the special event of the week in Las Vegas • Host service for your travel needs • Food and beverage service • Each passenger car has its own bar/service area • High tech interconnectivity

11. Typical Tour Package (optional) • Package Includes 3 days/2 nights at a major casino property. • Includes Train Ticket and transportation to Hotel. • All meals, snacks and drinks while on board the X Train. (VIP & First Class only)

12. Proposed Travel Schedule Planned schedule includes one trip eastbound to Las Vegas on Fridays and returning on Sundays. Charters are scheduled around specialty events in Las Vegas during the weekend such as NASCAR, Rodeo Finals. Final Four Basketball, New Year’s Eve, Superbowl, ect. X Train must submit charter requests to Amtrak on a per run basis once event dates in Las Vegas are scheduled.

13. Operating Information ROUTE: Los Angeles – Las Vegas 338 Miles 5’ 55” Operating Information

14. Amtrak Charter Services • Amtrak is hired as a charter service to haul the X Train • Amtrak supplies all locomotives and crews • X Train provides the passenger cars and on board service • Amtrak manages logistics • Amtrak charges the X Train an all inclusive fee per trip to haul the train

15. Equipment – Our Train Ready to Run • X Train will use conventional rail equipment running on existing track • No new track required to commence operations • Equipment required for growth is plentiful • Both locomotive and passenger cars can be serviced by conventional maintenance shops • Equipment required per train set: • 2 Locomotives • 8 Passenger Cars • 1 Service Car • 1 Ultra Lounge Cars • Corporate Car/Private Car (Optional)

16. V.I.P Class

17. Club X Lounge

18. V.I.P. Class Pricing Special Lounge Butler attendant 24 seats @ $750 each round-trip 1 High Roller Suite –@ $3,000 round-trip ( seats 4 people)

19. Super Dome

20. Additional Club X Cars

21. Studio Kitchen

22. Club X Cars

23. Pricing Summary • VIP Class • 24 Parlor Seats @ $750 each – Roundtrip – Food & Beverage Included • 54 Table Tops @ $750 each – Roundtrip – Food & Beverage Included • 1 High Roller Suite (seats 4) @ $3,000 – Roundtrip – Food & Beverage Included • 13 Private Suites (seats 26) @ $1,200 per suite • 2 Suites with restroom (seats 4) @ $1,600 – Roundtrip – Food & Beverage Included • First Class • 88 Seats @ $600 per seat – Roundtrip – Food & Beverage Included • Coach Class • 340 seats @ $400 each – Roundtrip – Food & Beverage not Included

24. Financing CapitalExpendituresPlan UseofProceedsPlan ($in000s) $2,000 $5,000 $4,000 $3,000 $2,000 $1,000 $0 $200,000 $2,500,000 $500,000 $300,000 $1,250,000 $250,000 Construct&Renovate PassengerRailcar MarketingandPR WorkingCapital And Selling Commissions TotalCapitalRequired Cowen Securities Depots Retrofitting STRICTLYCONFIDENTIAL–NOTFORDISTRIBUTION

25. Use of ProceedsDetail

26. Development Timeline

27. Financial Plan

28. Financial Waterfall • $2,500,000 capital investment in X Train subsidiary • 70% of participating income for year 1 • 50% of participating income years 2-5 • Interest terminates after year 5

29. Financial Waterfall

30. Financing • $2.5 million funding for LA/Las Vegas corridor by private investors • Participating income structure • Investors own a % of the gross profit from the operations of the service • Year 1 distributions are 70% of the Gross Profit • Year 2 – Year 5 are 50% of the Gross Profit • The investment terminates after 5 years • Use of Proceeds • $500,000 for Las Vegas Station renovation • $200,000 for railcar exterior “skin” in X Train motif and car movement • $1 million for operating capital • $250,000 for Cowen Securities • $300,000 Marketing and PR • $250,000 sales commissions

31. Steps to Facilitate Operations between LA and Las Vegas • Organize political support around the LA/Las Vegas project • No State or Federal Funding Required • Execute a Charter agreement with Amtrak to agree to operate this train • Fund the project from X Train private sources • Execute lease with the Plaza Hotel in Las Vegas for the station building on their property (pending) • Execute a lease agreement for the rail car set for use on the route • Execute an agreement for the Food and Beverage vendor