Exhibit 10.22

     

    FOURTH AMENDMENT TO THE 

        PREMISES LEASE AND USE AGREEMENT

     

    
      	
               

            	
              GOAA DATE

            	
              12/20/2017

            
	
               

            	
              ITEM NO.

            	
              5GG

            
	
               

            	
              DOCUMENTARY #

            	
              9894

            


    

     

    
      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”).

       

      W I T N E S S E T H :

       

      WHEREAS, the Authority and Rail Company entered into that certain Premises Lease and Use
        Agreement dated January 22, 2014 (the “Original Agreement”), as amended by that certain First Amendment to the Premises Lease and Use Agreement dated September 25, 2015 (the “First Amendment”), that certain Second Amendment to the Premises Lease
        and Use Agreement dated January 26, 2016 (the “Second Amendment”) and that certain Third Amendment to the Premises Lease and Use Agreement dated January 30, 2017 (the “Third Amendment”) (the Original Agreement, as amended by the First Amendment,
        the Second Amendment and the Third Amendment shall be referred to as the “Agreement”); and

       

      WHEREAS, pursuant to that certain Amended and Restated Operation and Use Agreement dated August
        31, 2015, as amended, with the City, the Authority controls, operates, and maintains an airport in Orange County, State of Florida, known as Orlando International Airport (hereinafter referred to as the “Airport”); and

       

      WHEREAS, the Parties desire to amend the terms of the Agreement to finalize certain exhibits and
        clarify interest accrual on delinquent payments; and

       

      NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein set forth,
        and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged, the parties hereto covenant and agree as follows:

       

      1.         Recitals. The foregoing recitals are true and correct and are hereby incorporated as covenants and agreements and are made a part hereof.

       

      2.         Definitions. Capitalized terms shall have the meaning ascribed in them in the Agreement unless modified herein.

       

      3.         Article 3: Premises. Paragraphs 1 and 2 of Section 3.01 entitled Premises are hereby amended by deleting them in their entirety and replacing same with the
        following:

       

      1.       The Premises is to be 38,561 square feet located on the first, second and third floor of the Rail Station
        Building, which includes hold rooms, ticket counters and back office, approximately 7,299 square feet on the first floor for baggage operations, and approximately 76,403 square feet of Platform on the second floor and other unenclosed spaces on the
        first and fourth floors, all of which is more specifically depicted on Exhibit “B.”

       

      City Council Meeting: 12-11-17

      Item: K-1  Documentary:  171211K01

      
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      2.     The Rail Station Building attained Substantial Completion on November 1, 2017, and the Rail Company agrees
        that the Rail Station was constructed pursuant to the plans and specifications as previously reviewed and approved, subject only to a final walk through for punch list items. The Authority shall send the final “As Built” plans and specifications
        for the Premises to the Rail Company within sixty (60) days of Final Completion of the Rail Station Building as defined by Authority’s construction contract.

       

      4.         Exhibits “B-F”. In order to finalize the Agreement and satisfy a portion of the escrow requirements, the parties hereby approve Exhibits B, C, D, E and F and same
        are incorporated into the Agreement by this reference.

       

      5.        Payments. Section 9.03 Payments is amended by deleting the first sentence and inserting the following:

       

      “The Authority shall provide notice of any and all payment delinquencies other than monthly payments of annual rent,
        including any deficiencies which may be due, however, interest at the rate of eighteen percent (18%) per annum shall accrue against any and all delinquent payment(s) from the date that is thirty (30) days following Rail Company’s receipt of written
        notice of nonpayment until the date payments are received by the Authority. Monthly rental payments not paid on or before the fifteenth (15th) day of the month, as
        required by Section 4.02, shall accrue interest at the rate of eighteen percent (18%) beginning on the fifteenth (15th) day of the month and continuing until payment is
        received by the Authority.”

       

      5.        Except as expressly modified in this Fourth Amendment, the Agreement shall remain in full force and effect.

       

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

      

        	 	 	“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: 12/28/17	 	 	 	 


      

      
         

        
          	WITNESSES:	 
	 	 
	/s/ Anna Farmer 	 
	Printed Name: 	Anna Farmer 	 
	 	 
	/s/ Milagro Fragosa	 
	Printed Name: 	Milagro Fragosa	 


            

        

        	 	
                APPROVED AS TO FORM AND LEGALITY this 26th day of
                  December, 2017, for the use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.

              
	 	 	 
	 	
                Marchena and Graham, P.A., Counsel

              
	 	 
	 	
                By:

              	
                /s/ Marchena and Graham, P.A.

              
	 	 	
                Marchena and Graham, P.A.

              


         

        
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                  STATE OF FLORIDA

                	 
	
                  COUNTY OF ORANGE

                	 


        

         

        Before me, the undersigned authority, duly authorized under the laws of State of Florida to take acknowledgments,
          this day personally appeared Phillip Brown and Dayci S. Burnette-Snyder respectively Chief Executive Officer and Deputy Director 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 28 day of December, 2017.

         

        	 	 	 /s/ Dayci S. Burnette-Snyder
	 	 	 
	 	 	DAYCI S. BURNETTE-SNYDER
	 My commission expires: 4/3/18	NOTARY PUBLIC	Notary Public - State of Florida
	 	STATE OF FLORIDA	My Comm. Expires Apr 3, 2018
	 	 	Commission # FF 86785
	 	 	Bonded Through National Notary Assn.


      

       

      [SIGNATURES CONTÌNUE ON THE NEXT PAGE]

      
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        	 	 	ALL ABOARD FLORIDA -
	ATTEST:	 	OPERATIONS LLC
	 	 			 
			 	By: 	/s/ Kolleen Cobb	 
	
                Kolleen Cobb,

              	 	 	
                Kolleen Cobb

              	,
	Secretary	 		
                Vice President

              	 
		 	 	Date:	12/12/2017	 


        
          

          

          	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 12th day of December, 2017, 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/ Jessica Perez
	 	 	Notary Public
	NOTARY PUBLIC	Jessica  perez	Printed Name: _____________________________________
	 STATE OF FLORIDA 	MY COMMISSION # GG 119202	My Commission Expires: _____________________________
	 	 EXPIRES: October 23, 2021	 
	 	 Bonded Thru Notary Public Underwriters


    

    
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    JOINDER

     

    The City of Orlando hereby joins in the Orlando International Airport Premises Lease and Use
      Agreement dated December 11, 2017, between the Greater Orlando Aviation Authority and All Aboard Florida – Operations LLC, solely to acknowledge the City’s consent to
      the term of the Lease.

     

    Dated:   December 14, 2017

     
      
        	ATTEST:	 	CITY OF ORLANDO
	 	 	 
	By: 	/s/ Denise Aldridge	 	By:	/s/ Regina I. Hill	 
	Name:	Denise Aldridge	 	Name:	Regina I. Hill	 
	Title:	Orlando City Clerk	 	Title:	
                Mayor Pro Tem

              	 
		 	 	 	 	 
	[Official Seal] 	 			 


        

          	
                   

                	
                  THE USE AND RELIANCE OF THE CITY OF ORLANDO, ONLY, THIS 19 DAY OF Dec, 2017.

                
	
                   

                	
                   

                
	
                   

                	
                  By:

                	/s/  Roy Payne
	
                   

                	
                  Printed Name:  

                	Roy Payne
	
                   

                	
                  Title:

                	Chief Asst. City Attorney


        

      

       

    

    STATE OF FLORIDA 

    COUNTY OF ORANGE

     

    
      Before me, the undersigned authority, duly authorized under the laws of State of Florida to take acknowledgments, this
        day personally appeared Regina I. Hill and Denise Aldridge, respectively Mayor Pro Tem and City Clerk of the City of  Orlando, who are personally known to me to be the individuals and officers described in and who executed the foregoing instrument
        on behalf of said City of  Orlando, and severally acknowledged the execution thereof to be their free act and deed as such officers and that they were duly authorized to do so.

       

      In witness whereof, I have hereunto set my hand and official seal at Orlando, in the County of Orange, State of
        Florida, this 14 day of December, 2017.

    

              

    
      	 	 	/s/ Stephanle Herdocia
	 	 	Notary Public
	FLORIDA NOTARY ASSOCIATION	Stephanle Herdocia	My Commission Expires: 6/5/2021
	 SINCE 1978	NotaRy Public	
	 	 STATE OF FLORIDA	 
	 	Comm# GG111549	 
	 	Expires 6/5/2021	 


    

  

   

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