Exhibit 10.21

    
       

      THIRD AMENDMENT TO THE

    

    PREMISES LEASE AND USE AGREEMENT

    
       

      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”).

    

    
       

      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 “Agreement”), as amended by that certain First Amendment to the Premises Lease and Use Agreement dated September 25, 2015 (the “First Amendment”), and that certain Second Amendment to the Premises Lease and Use
        Agreement dated December 23, 2015 (the “Second Amendment”); 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 relating to Primary
        Infrastructure Work to address changes to the primary infrastructure allowance costs required as a result of the Rail Company’s delay in initiating the buildout of the tenant space within the Rail Station Building; 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.          Exhibit “J”. Exhibit “J” of the Premises Lease and Use Agreement entitled Primary Infrastructure Work is hereby deleted and replaced with that certain Exhibit “J” attached hereto and
        incorporated herein.

    

    
       

      4.          Except as expressly modified in this Third Amendment and previous amendments, the Agreement shall remain in full force and
        effect as originally executed.

    

    

    

    	 	
            City Council Meeting: 1-23-17

          
	 	
            Item: K-2 Documentary: 170123K02

          


    
      

      

       

      

      

    

    
      
        

      

    

     

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

    

    

    	
             

          	
             

          	
            “GOA”

          
	
             

          	
             

          	
            GREATER ORLANDO AVIATION

          
	
            ATTEST: 

          	
             

          	
            AUTHORITY

          
	 	
             

          	
             

          
	
            /s/ Dayci S. Burnette-Snyder 

          	
             

          	
            By:

          	
            /s/ Phillip N. Brown

          	
             

          
	
            Dayci S. Burnette-Snyder,

          	
             

          	
             

          	
            Phillip N. Brown, A.A.E.

          	
             

          
	
            Assistant Secretary

          	
             

          	
             

          	
            Executive Director

          	
             

          
	
            Date: 1/30/17

          	
             

          	
             

          	
             

          	
             

          


     

    	
            WITNESSES: 

          	
             

          	 
	
             

          	
             

          	 	 	
             

          
	
            /s/ Jiliyun Park

          	
             

          	 	 	
             

          
	
            Printed Name:

          	
            Jiliyun Park

          	
             

          	 	 	
             

          
	 	
             

          	 	 	
             

          
	
            /s/ Anna M. Farmer

          	 	 	 	 
	
            Printed Name:

          	
            Anna M. Farmer

          	
             

          	
             

          	
             

          	
             

          


    

    

    	
             

          	
            APPROVED AS TO FORM AND LEGALITY this 27th day of January, 2017, for 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.

          


    

    

    
      
        

      

    

     

    	
             

          	
             

          	
            ALL ABOARD FLORIDA -

          
	
            ATTEST:

          	
             

          	
            OPERATIONS LLC

          
		
             

          	
             

          
	
            /s/ Juan Godoy

          	
             

          	
            By:

          	
            /s/ Kolleen Cobb

          
	
            Juan Godoy,

          	
             

          	
             

          	
            Kolleen Cobb,

          
	
            Assistant Secretary

          	
             

          	
             

          	
            Vice President

          
	
             

          	
             

          	
            Date:   

          	
            1.5.17

          


     

    	
            WITNESSES:

          	
             

          
	 	 
	
            /s/ Brenda Lee Johnson

          	
             

          
	
            Printed Name:

          	
            Brenda Lee Johnson

          	
             

          
	
             

          	
             

          
	
            /s/ Jessica Perez

          	
             

          
	
            Printed Name:

          	
            Jessica Perez

          	
             

          


     

    	
            STATE OF FLORIDA

          
	 
	
            COUNTY OF MIMAI-DADE

          


     

    The foregoing instrument was acknowledged before me this 5 day of January, 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/ Brenda Lee Johnson  

          
	
             

          	
             

          	
            Notaty Public

          	 	 
	
             NOTRY PUBLIC 

          	
            BRENDA LEE JOHNSON

          	
            Print Name: 

          	Brenda Lee Johnson 
	
            STATE OF FLORIDA

          	
            Commision # FF 966539

          	
            My Commission Expires:

          	 
	
             

          	
            Expires March 1, 2020

          	
             

          	 	 
	
             

          	
            Bonded Thru Troy Fain Insurance 800-385-7019

          	
             

          	 	 


     

    
      
        

      

    

     

    JOINDER

     

    The City of Orlando hereby joins in the Orlando International
      Airport Premises Lease and Use Agreement dated January 24, 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: 1/24, 2017

     

    	
            ATTEST:

          	 	
             

          	
            CITY OF ORLANDO

          
	 	 	
             

          	
             

          
	
            By:

          	/s/ Amy T. Iennaco	
             

          	
            By:

          	
            /s/ Jim Gray

          
	
            Name:

          	Amy T. Iennaco 	
             

          	
            Name:

          	
            Jim Gray

          
	Title:	Interim City Clerk	
             

          	
            Title:

          	
            Mayor Pro Tem

          
	 	 	 	 	 
	
            [OFFICIAL SEAL]  

          	 	THE USE AND RELIANCE OF THE CITY OF ORLANDO ONLY, THIS ______ DAY OF 1/26, 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 the State of Florida to take acknowledgement, this day personally appeared Jim Gray and Amy T. Iennaco, respectively Mayor Pro Tem and Interim
      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 24 day of January, 2017.

     

    	
             

          	
            /s/ Carolyn A. Skuta

          	 
	
             

          	
            Notary Public

          	
	
             

          	
            My Commission Expires:

          	 


     

    	
            NOTARY PUBLIC

            STATE OF FLORIDA

          	
            CAROLYN A. SKUTA

            Notary Public - State of Florida

            My Comm. Expires Apr 4, 2017

            Commission # EE 858548 

            Bonded Through National Notary Assn.