Second Amendment to Garage Lease, between WPP Rosemary LLC and All Aboard Florida Operations LLC, dated May 23, 2018

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 23^rd 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).

WHEREAS, Landlord and Tenant entered into that certain Garage Lease dated as of August 26, 2016, as amended by that certain First Amendment to Garage Lease dated as of December 19, 2017 (the “Lease”), pursuant to which Tenant leased from Landlord the Garage.

1.             Recitals. The above recitals are true and correct and are agreed to by Landlord and Tenant as if such recitals were fully set forth herein.

2.             Subleased Parking Spaces. The reference to parking spaces in the 5^th Recital is hereby revised to be 442 parking spaces.

3.             Defined Terms. The following defined terms set forth in Article 1.0 of the Lease are deleted in their entirety and replaced with the following:

(a)             Commencement Date: January 1, 2018.

(b)             Initial Term: January 1, 2018 through May 31, 2038, unless the Term is extended or the Lease is terminated pursuant to the terms of the Lease.

(c)             Leased Premises: The Leased Premises consists of that portion of the Garage consisting of 442 parking spaces as shown approximately in cross hatching on the schematic drawing of each level of the Garage attached hereto described asExhibit “B.”For the avoidance of doubt, the Leased Premises do not include the portion of the Garage to be utilized as parking for the residential apartments.

(d)             Rent Commencement Date: Commencing on May 16, 2018, Tenant shall pay Base Rent to Landlord as set forth in the table below:

 

or at such other address, and to the attention of such other person, as the parties shall give notice as herein provided. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof upon receipt at such address if delivered in person or by overnight delivery, or if mailed, upon deposit of both the original and any required copies in a post office or official depository of the United States Postal Service. E-mail addresses are for reference only and any required notices must be delivered by one of the other specified methods of delivery in order to be effective.

6.             No Further Modification. Tenant confirms that the Lease remains in full force and effect and (a) Landlord is in compliance with the Lease provisions, and (b) Tenant has no defenses, claims or offsets against Landlord. Except as specifically modified in this Second Amendment, the terms of the Lease shall remain in full force and effect as of the date originally executed. This instrument shall become effective only upon execution of it by both Landlord and Tenant.

7.             Counterparts: Facsimile/Electronic Signatures. This Second Amendment may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the parties, and all of which shall be construed together as a single instrument. In addition, any execution transmitted by facsimile or by electronic mail shall be deemed to constitute an original signature of a party for purposes of enforcing this Second Amendment.