Exhibit 10.24

     

    FOURTH AMENDMENT TO ESCROW EXTENSION AGREEMENT

     

    THIS FOURTH AMENDMENT TO
        ESCROW EXTENSION AGREEMENT (the “Fourth 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 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”).

     

    W I T N E S S E T H:

     

    WHEREAS, the
      Parties entered into that certain Rail Line Easement Agreement dated of January 22, 2014, as amended by that certain First Amendment to the Rail Line Easement Agreement dated October 3, 2014, that certain Second Amendment to the Rail Line Easement
      Agreement dated October 26, 2015, that certain Third Amendment to the Rail Line Easement Agreement dated December 21, 2015 and that certain Fourth Amendment to the Rail Line Easement Agreement dated January 27, 2017 (collectively the “Easement
      Agreement”), which governs the parties rights and obligations related to the development of an inter-city rail project at the Orlando International Airport, that certain Premises Lease and Use Agreement with an effective date of January 22, 2014, as
      amended by that certain First Amendment to the Premises Lease and Use Agreement dated September 25, 2014, that certain Second Amendment to the Premises Lease and Use Agreement dated January 26, 2016 and that certain Third Amendment to the Premises
      Lease and Use Agreement dated January 30, 2017 (collectively the “Lease Agreement”), which governs the parties’ rights and obligations related to the development of the Rail Station Building and the Rail Company Premises and that certain Vehicle
      Maintenance Facility Ground Lease Agreement dated January 22, 2014, as amended by that certain First Amendment to the Vehicle Maintenance Facility Ground Lease Agreement dated October 28, 2015 and that Second Amendment to the Vehicle Maintenance
      Facility Ground Lease Agreement dated December 23, 2015 (collectively the “VMF Agreement”) (the Easement Agreement, Lease Agreement and VMF Agreement shall be collectively referred to as the “Escrow Agreements”);

     

    WHEREAS, City,
      Authority and Rail Company entered into that certain Escrow Extension Agreement with an effective date of December 23, 2015, as amended by that certain First Amendment to Escrow Extension Agreement with an effective date of January 30, 2017 (as
      amended the “Escrow Extension Agreement”);

     

    
      	
               

            	
               

            	
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    WHEREAS, the Escrow
      Agreements are being held in escrow pursuant to the terms of the Easement Agreement until June 30, 2018 at which time all Escrow Conditions must be met; and

     

    WHEREAS, Rail
      Company has requested an extension of six (6) months to the Escrow Term until December 31, 2018 to meet all the Escrow Conditions; and

     

    WHEREAS, the
      Parties agree to amend the Escrow Agreements to extend the Escrow Term until December 31, 2018; and

     

    NOW, THEREFORE, for
      and inconsideration of the premises and of the mutual covenants hereinafter contained, the parties hereto do hereby agree as follows:

     

    1.          Recitals. The above recitals are true and correct and are hereby incorporated herein by this reference.

     

    2.          Definitions. Capitalized terms shall have the same meaning as set forth in the Escrow Agreements or as defined herein.

     

    3.          Escrow Term Extension. The Authority agrees to extend the Escrow Term until December 31, 2018 (the “Escrow Extension”), subject the Rail Company
        shall fund the Aviation Authority Owner’s Authorized Representative team in an amount equal to $2,950,000.00 as set forth in the Sixth Amendment to the Easement Agreement executed contemporaneously with this Fourth Amendment to Escrow Extension
        Agreement.

     

    4.          Modification. Except as expressly amended and supplemented in this Fourth Amendment to Escrow Extension Agreement, all other terms of the Escrow
        Extension Agreement shall remain in full force and effect as originally executed.

     

    IN WITNESS WHEREOF,
      the parties hereto have each caused this Second Amendment to Extension Agreement to be executed by its authorized representative on the date so indicated below.

     

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    [SIGNATURE LINES ON NEXT PAGE]

    
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              “GOAA”

            	 
	 	 	 	
              GREATER ORLANDO AVIATION AUTHORITY

            	 
	
              ATTEST:

            	 	 	 	 	 
	 	 	
              By:

            	
              /s/ Phillip N. Brown 

            	 
	
              /s/ Dayci S. Burnette-Snyder

            	 	 	
              Phillip N. Brown, A.A.E.,

            	 
	
              Dayci S. Burnette-Snyder

            	 	 	
              Chief Executive Officer

            	 
	
              Assistant Secretary

            	 	 	 	 
	
              Date: June 11,  2018

            	 	 	 	 
	 	 	 	 	 	 
	
              TWO WITNESSES:

            	 	
              APPROVED AS TO FORM AND LEGALITY 

                this 6th day of June, 2018, for the use 

                and reliance by the GREATER ORLANDO 

                AVIATION AUTHORITY, only.

            
	 	 
	
              /s/ Jihyun Park

            	 
	
              Printed Name:

            	
              Jihyun Park

            	 
	 	 	 	 	 	 
	
              /s/ Milagro Fragosa

            	 	
              Marchena and Graham, P.A., Counsel.

            	 
	
              Printed Name:

            	
              Milagro Fragosa

            	 	 	 	 	 
			 	
              By:

            	
              /s/ Marchena and Graham, P.A.

            	 	 
	 	 	 	 	
              Marchena and Graham, P.A.

            	 


       

    

    STATE OF FLORIDA 

      COUNTY OF ORANGE

     

    Before me, the undersigned authority, duly authorized under the laws of the State of Florida to take acknowledgments,
      this day personally appeared Phillip Brown and Dayci S. Burnette-Snyder respectively Chief Executive Officer and Assistant Secretary of the Greater Orlando Aviation Authority, who are personally known to me to be the individuals and officers
      described in and who executed the foregoing instrument on behalf of said Greater Orlando Aviation Authority, and severally acknowledged the execution thereof to be their free act and deed as such officers and that they were duly authorized so to do.

     

    In witness whereof, I have hereunto set my hand and official seal at Orlando, in the County of Orange, State of Florida,
      this 11 day of June, 2018.

     

    
      	 	
              /s/ Alba L. Bueno

            
	 	
              Notary Public

            
	
              My commission expires: 

            	
               

            


       

      	
               July 19, 2019

            	
              Notary Public

              State of Florida

            	
              ALBA L. BUENO

              Notary Public - State of Florida

              Commission # FF 901067

              My Comm. Expires Jul 19, 2019

              Bonded through National Notary Assn.

            


    

     

    
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	 	 	 	 Brightline Trans LLC fka	 
	 	 	 	
              ALL ABOARD FLORIDA – OPERATIONS LLC

            	 
	
               

            	 	 	 	 
	
              ATTEST:

            	 	 	 	
              By:

            	 	
              /s/ Kolleen Cobb

            	 
	 	 	 	 	 	 
	
              Printed Name:

            	 	 	
              Printed Name:

            	
              Kolleen Cobb

            	 
	 	 	 	 	 	 
	
              Title:

            	 	 	 	
              Title:

            	 	
              Vice President

            	 
	 	 	 	 	 
		 	
              Date:

            	 	
              May 31st, 2018

            	 
	 	 	 	 	 	 


      
        	 	 	 	
                 

              	
                 

              	 
	
                TWO WITNESSES:

              	 	 
	 	 
	
                /s/ Brianna Hernandez

              	 
	
                Printed Name:

              	
                Brianna Hernandez

              	 
	 	 	 	 	 	 
	
                /s/ Maria V. Rincon

              	 	 	 
	
                Printed Name:

              	
                Maria V. Rincon

              	 			 	 
	 	 	 	 	
                 

              	 


         

        
          	
                  STATE OF FLORIDA

                	
                  )

                
	
                  COUNTY OF Miami – Dade

                	
                  )

                


        

      

    

     

    The foregoing instrument was acknowledged before me this 31st day of May, 2018, by Kolleen Cobb, as Vice President of
      All Aboard Florida – Operations LLC, a Delaware limited liability company, on behalf of the limited liability company. He/She is personally known to me or produced a valid driver’s license as identification.

     

    
      	 	 	
              /s/ Brianna Hernandez

            
	 	 	Notary Public
	
              Notary Public

            	brianna cari hernandez	Print Name:
	
              State of Florida 

            	
              State of Florida - Notary Public

            	My Commission expires:
	 	
              Commission # GG 184603

            	 
	 	
              My Commission Expires 

            	 
	 	 February 11, 2022	 


    

     

    
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		 	CITY OF ORLANDO, FLORIDA, a Florida municipal corporation
	ATTEST: 	 		 	 
	By:	 	/s/ Denise Aldridge	 	By:	/s/ Regina I. Hill	 
	Printed Name:	Denise Aldridge	 	Printed Name:	
            Regina I. Hill

          	 
	Title:	 	City Clerk	 	Title:	Mayor Pro Tem	 
		 	 	Date:	September 4, 2018	 
	 [Official Seal]	 	 	 	 	 


    
      	 	 	 	 	 
	
               

            	
              APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF ORLANDO, ONLY, THIS 4 DAY OF Sept, 2018.

            
	
               

            	
               

            
	
               

            	
              By:

            	/s/  [ILLEGIBLE]
	
               

            	
              Title:

            	[ILLEGIBLE]	
               

            
	
               

            	
              Printed Name:

            	[ILLEGIBLE]


    

  

   

  
    	
             

          	
             

          	
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