Common use of Lease Clause in Contracts

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject (a) Landlord will lease to Tenant and Tenant will Jease from Landlord the Expansion Premises (defined below), subject to and in accordance with the terms and conditions herein the of this Amendment. (i) Landlord agrees to lease to the shall give Tenant and the Tenant agrees to lease from the Landlord prior written notice (the “Addition Notice”) to Tenant not earlier than one hundred eighty (180) days before the good faith estimated completion date of the Addition (the “Estimated Addition Completion Date”). Within ninety (90) days after the delivery of the Addition Notice and subject to Paragraph 2(b)(ii) below, Tenant shall provide Landlord written notice (the “EP Specification Notice”) which will specifically identify the floors and the areas within such floors of the Prospective Expansion Premises that the Tenant will occupy, and such space will be the “Expansion Premises”):, If Tenant fails to timely deliver the EP Specification Notice, Landlord will have the right to identify the Expansion Premises, and Tenant will lease such Expansion Premises pursuant to the terms of this Amendment. 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (ii) If prior to ▇▇▇▇▇▇▇▇’s receipt of the EP Specification Notice, ▇▇ and being PID 25503160 Landlord has an offer from a prospective tenant for space within the Prospective Expansion Premises (the “Station PropertyProspective Offer Space”), Landlord will provide written notice (“PT Notice”) for to Tenant of such: offer. Tenant shall have seven (7) business days after receiving the Tenant’s technology PT Notice to accept or reject the Prospective Offer Space as part of the Expansion Premises. If Tenant fails to respond to the PT Notice within such seven (7) business day period, Tenant will be deemed to have rejected the Prospective Offer Space, and operational requirements as shown on and described Landlord will have the right to lease such Prospective Offer Space identified in Schedule “A”the PT Notice to such prospective tenant. In any eventIf Landlord leases such Prospective Offer Space to such prospective tenant prior to receiving the EP Specification Notice, the location and rentable square footage of such Prospective Offer Space will be deducted from the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 83,250 rentable square feet of a room for VIA technology as shown in Schedule “A”Prospective Expansion Premises that Tenant is obligated to lease, and Tenant will only be required to lease the balance of the Prospective Expansion Premises. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities (iii) Notwithstanding anything in the Station Property similar Lease or this Amendment to the use currently operated by contrary, the Tenant Expansion Premises will be contiguous to the Existing Premises within the Prospective Expansion Premises. (c) From and after the Expansion Premises Commencement Date (as defined below), the Expansion Premises will be included in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment definition of the Station Property. The Landlord acknowledges that Premises (as such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant term is a major tenant and shall provide facilities and services accordingly and shall seek the approval defined in writing Section 1(d) of the Tenant Lease) for any substantive changes to the operation all purposes of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant Lease except as otherwise specified in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsthis Amendment.

Lease. 1.1 Subject Landlord may assess a charge of five percent (5%) of the monthly rent installment due for any monthly payment that is received more than five (5) days after it is due. Tenant will pay to Landlord the rent herein reserved, without prior demand or notice and without any setoffs, abatements, or deductions whatsoever, at the office of Landlord or at such other place as Landlord shall designate in writing. All other sums that may become due or be payable to Landlord hereunder shall be paid at the time and in the manner herein provided at the office of Landlord. All of such other sums so to be paid may, at Landlord's option, be deemed to be additional rent to be added to any fixed rent then due or thereafter falling due, and in the event of non-payment, Landlord shall have all the rights and remedies herein provided. If Tenant fails the net worth requirement of Article 13, then Tenant shall deliver to Landlord the sum equal to one month's base rent as security payment for the performance by Tenant of every covenant and condition of this Lease. If Tenant shall default with respect to any covenant or condition of this Lease, including, but not limited to, the payment of rent, Landlord may apply the whole or any part of such security payment to the terms payment of any sum in default or any other sum which Landlord may be required to spend by reason of Tenant's default, and conditions herein Tenant shall thereafter upon demand of Landlord fully restore the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage original amount of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating security deposit. After all of the Tenant’s equipment into 's obligations under this Lease shall have been satisfied, the relocated premises with similar leasehold improvements as existed before security payment or any remaining balance thereof shall be returned to Tenant. In the relocationevent of a bona fide sale of the property of which the Leased Premises are a part, subject Landlord shall have the obligation to transfer such security to the Tenant’s prior written approval which approval may not purchaser to be unreasonably withheld. 2. for use in common with othersheld by such purchaser under the terms of this Lease, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises Landlord shall be in the Location marked as VIA Designated Waiting Area released from all obligation and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only liability for the operation return of rail passenger services and related activities in the Station Property similar such security to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord provided such transferee assumes such obligation. Tenant acknowledges that the Station Property is located within an active railway station rent and other payments to Landlord hereunder are intended to be "net" to Landlord and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant Lease is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes so called "triple net" or "net net net" lease to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject (a) This Sublease and the rights of Subtenant herein are subject and subordinate at all times to the Primary Lease, the terms thereof and all rights respectively of Primary Landlord thereunder, including Primary Landlord’s right of access under Sections 19 and 29.3 of the Primary Lease. The terms, provisions, covenants and conditions herein of Sections 19 [Inspection and Access] (except as provided herein) and 29 [Environmental Compliance] of the Landlord agrees Primary Lease are applicable to lease this Sublease with the same force and effect as if Subtenant was the tenant under the Primary Lease and Sublandlord was the landlord, except that any references in the Primary Lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Leased Premises or Premises shall be sufficient for applicable to Subtenant as if such terms was referring to the Tenant’s requirements as identified Sublease Space. Subtenant will store and use hazardous materials in Schedule A attached, provided that and on the Landlord may relocate the Premises Sublease Space in the future upon sixty (60) days’ prior written notice material compliance with all applicable laws and upon paying the costs of relocating regulations and shall comply with all of the Tenant’s equipment into provisions of Section 29 of the relocated premises Primary Lease applicable to Subtenant through this Section 7. In addition, Subtenant (i) agrees that it will provide upon request an estoppel certificate as contemplated by Section 28 of the Primary Lease with similar leasehold improvements as existed before the relocation, subject respect to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use Sublease Space, and (ii) covenants and agrees as provided in common with othersSections 13 [Signs], 21 [Surrender], 22 [Holding Over], 26 [Subordination], 30 [Rules and Regulations] and Section 25 [Liability of Landlord] of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along Primary Lease with the Station Property lands i.e. same force and effect as if Subtenant were the lands within Tenant under the boundaries of PID 25503160 Primary Lease and outside Sublandlord were the Station Property. 1.2 The parties agree landlord thereunder, except that any references in the Primary Lease to the Premises or the Leased Premises shall be deemed to refer to the Sublease Space. (b) Notwithstanding any provision in the Location marked Sublease to the contrary, each party hereto agrees to comply with the terms, provisions, covenants, and conditions of the Primary Lease which are applicable to it and not to do or suffer or permit anything to be done which would result in a default under or cause the Primary Lease to be terminated or forfeited, or, except as VIA Designated Waiting Area permitted herein, cause the Sublease to be terminated or forfeited; provided, however, that the Sublandlord may pursue all rights and approximately 50 square feet remedies under this Sublease or otherwise available under applicable law. Except as provided herein, in no event does the Subtenant have any obligation to pay any of a room for VIA technology the rents or other sums payable pursuant to the Primary Lease, Subtenant’s sole obligations in such respect being to pay the Base Rent and Additional Rent set forth herein, nor shall the Subtenant have any obligation with any of the property covered by the Primary Lease or outside the Sublease Space, except as shown in Schedule “A”provided herein. 1.3 The Premises (c) Subtenant shall be used by enjoy all appurtenant rights granted to Sublandlord as tenant under the Tenant Primary Lease, but only for the operation of rail passenger services and related activities in the Station Property similar as they relate to the use currently operated by the Tenant Sublease Space, and shall comply with all rules and regulations of Primary Landlord referred to in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment Section 30 of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Primary Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject similar or dissimilar to the terms foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. The parties intend that the obligations of Lessee hereunder shall be covenants and conditions herein agreements that are separate and independent from any obligations of Lessor hereunder or under any other Operative Agreements, and the Landlord agrees to lease obligations of Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express provision of this Lease. This Lease shall be noncancellable by Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the Tenant and the Tenant agrees extent permitted by Legal Requirements, waives all rights now or hereafter conferred by statute or otherwise to lease from the Landlord (the “Premises”): 1. for exclusive usequit, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day terminate or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under surrender this Lease, the Landlord agrees not or to interfere with railway operations and to abide any diminution, abatement or reduction of Rent payable by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant Lessee hereunder. If for any substantive changes to the reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise, except as otherwise expressly provided herein, Lessee shall, unless prohibited by Legal Requirements, nonetheless pay to Lessor (or, in the Premisescase of Supplemental Rent, such approval not to whomever shall be unreasonably withheld. The Landlord may use entitled thereto) an amount equal to each Rent payment at the Station Property for any purposes but will ensure that the Station Property remains a railway station time and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein that such payment would have become due and that payable under the Landlord’s use terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the Station Property amount thereof, Lessee shall not cause an adverse effect upon seek or have any right to recover all or any part of such payment from any Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the Tenant’s operationssole responsibility for the condition, use, operation, maintenance, and management of the Properties and Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the property of Lessee or any subtenant of Lessee on any account or for any reason whatsoever.

Lease. 1.1 Subject Upon and subject to the terms and conditions herein hereinafter set forth, Lessor leases to Lessee the Landlord agrees to lease to Leased Properties located in Alabama, Arkansas, Florida, Kentucky, Ohio, Tennessee, and West Virginia and comprising the Tenant and the Tenant agrees to lease from the Landlord Facilities described on Exhibits A- 1 through A-28 (the “Premises”): 1"Leased Properties"). The Existing Leases are hereby amended, restated and consolidated in their entirety as set forth in this Lease to provide for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ continued leasing of the Leased Properties by ▇▇▇▇▇▇▇ . From and after the Commencement Date, the leasing of the Leased Properties by ▇▇▇▇▇▇▇ from Lessor, ▇▇▇▇▇▇▇and the rights and obligations of the parties with respect thereto, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements shall be determined as shown on set forth and described in Schedule “A”this Lease. In any eventHowever, the location lessees and square footage lessors pursuant to the Existing Leases are only released from those obligations under the Existing Leases only to the extent set forth in the Settlement and Restructuring Agreement. The Leased Properties are leased subject to all covenants, conditions, restrictions, easements and other matters affecting each Leased Property, whether or not of record, including the Permitted Encumbrances and other matters which would be disclosed by an inspection of the space provided Leased Properties or by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedan accurate survey thereof, provided provided, however, that the Landlord may relocate foregoing will not materially interfere with the Premises Primary Intended Use of the Leased Property by Lessee as set forth in this Lease. This Lease constitutes one indivisible lease of the future upon sixty (60) days’ prior written notice Leased Properties to multiple tenants, and upon paying not separate leases governed by similar terms. The Leased Properties constitute one economic unit, and the costs Base Rent and all other provisions have been negotiated and agreed to based on a demise of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements Leased Properties as existed before the relocationa single, subject composite, inseparable transaction and would have been substantially different had separate leases or a divisible lease been intended. Except as expressly provided herein for specific, isolated purposes (and then only to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2extent expressly otherwise stated), all provisions of this Lease apply equally and uniformly to all the Leased Properties as one unit. for use in common with others, An Event of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority Default with respect to such Emissionsany Leased Property is an Event of Default as to all of the Leased Properties. The Tenant parties intend that the provisions of this Lease shall not at all times be responsible construed, interpreted and applied so as to carry out their mutual objective to create an indivisible lease of all the Landlord Leased Properties and, in particular but without limitation, that for purposes of any damage to property assumption, rejection or persons located on the Station Property assignment of this Lease under 11 U.S.C. 365, this is one indivisible and non-severable lease and executory contract dealing with one legal and economic unit which must be assumed, rejected or assigned as a result of its railway operations. In addition whole with respect to its other obligations under this Lease, all (and only all) the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityLeased Properties covered hereby. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 At or about the Closing of Sellers acquisition of the Subject Property or the Exchange Property, whichever the case may be, Seller will grant to Purchaser a Lease of the Subject Property or the Exchange Property, whichever the case may be, which lease shall contain a provision for rent in the amount of One Hundred Dollars ($100.00) and expire upon the expiration or termination of this Agreement or the IRE Alternative Ethanol Production Facility Land Option, whichever the case may be. The terms of the lease shall provide that all general real estate taxes accruing during period of the applicable Option, (even if the same are not then due) shall be paid by Purchaser when the same become due and payable, together with all other expenses normally incident to the ownership of real estate. IRE shall have the right to sublet the real estate for farming purposes which sublease shall terminate by its own terms on a date not later than March 1 in the calendar year this Agreement, or the IRE Alternative Ethanol Production Facility Land Option expires, whichever the case may be. At all times during the existence of the Lease, IRE will provide Seller with evidence that there is in place a customary commercially reasonable Landlord Tenant liability insurance policy with reasonable limits of coverage and conditions herein naming Seller as an insured. The Lease shall provide that neither Purchaser, nor its agents or representatives, shall permit any grading or excavations of the Landlord agrees Subject Property or the IRE Alternative Ethanol Production Facility Land, or any removal of trees nor shall they construct any building improvements thereon during the term of this Agreement and/or the Lease, unless Purchaser shall proceed to lease either Closing under this Agreement or Closing under the IRE Alternative Ethanol Production Facility Land Option, whichever the case may be. The Lease shall also provide, among other things, except to the Tenant extent attributable to the negligent acts or omissions of Seller, its directors, employees, agents and contractors IRE shall indemnify and hold harmless the Tenant agrees to lease Subject Property, and/or the IRE Alternative Ethanol Production Facility Land and Seller, its and their successors and assigns, from the Landlord all claims, suits, threats of suit, loss, costs (the “Premises”): 1. for exclusive useincluding attorneys fees and costs of suit), sufficientinjury (including personal injury), adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage or damage or liens arising from possession of the space Subject Property and /or the IRE Alternative Ethanol Production Facility Land. The Lease shall also provide that, in all events, Purchaser will keep the Subject Property and/or the IRE Alternative Ethanol Production Facility Land free and clear of all liens, claims and demands, including mechanic’s liens, in connection with work performed on the Subject Property and/or the IRE Alternative Ethanol Production Facility Land or any part thereof and materials provided by the Landlord in connection with such work, where such work was performed or contracted for the Premises shall be sufficient or such materials were provided or contracted for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed on or before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheldClosing Date. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject Seller has delivered to Purchaser a true, correct and complete copy of the Original Lease, and all amendments and related agreements thereto. The Lease is in full force and effect. Except as set forth in the Lease, (i) there are no options to expand, rights of first refusal, or options to terminate or renew, or any rent concessions given to Tenant, (ii) all rental and other payments due under the Lease as of the date thereof have been paid in full, (iii) Seller and, to the best of Seller’s knowledge, Tenant, are not in default under the Lease, and Seller has fully complied with the terms and conditions herein of the Landlord agrees Lease, (iv) Tenant has not withheld any payment under its Lease for any reason, (v) no rents or other payments have been collected more than one (1) month in advance and no rents or other deposits are held by Seller, except prepaid rent for the current month, (vi) there are no commissions or other fees currently due and payable with regard to lease the Lease or with regard to any renewals, extensions or expansions (whether due to options previously or hereafter exercised or separately negotiated), (vii) any and all tenant improvement work, decorating, painting, renovation, and construction currently required to be done by the landlord under the provisions of any agreement Tenant and any contributions or other allowances payable by the landlord to Tenant toward reimbursement of Tenant’s cost of moving or improvements or any similar expense or monetary consideration to the Tenant has been fully completed and paid for (except the tenant improvement allowance referred to in Section 14(f)) hereof which will be paid by Seller on or before Closing or prorated at Closing as provided in Section 14(f) hereof), (viii) Seller has not entered into any agreements with Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) except for the Tenant’s technology Lease delivered to Purchaser and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord (ix) Seller has completed all tenant reconciliations for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedcalendar years 2012 and prior, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocationand, subject to the best of Seller’s knowledge, there are no current disputes with Tenant regarding reconciliations, and no ongoing operating expense audits being requested or performed by Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject Buyer and Seller shall, within a period of thirty (30) days following the Effective Date (the “Lease Negotiation Period”), agree upon a definitive form of Agreement of Lease (the “Lease”) by and between Buyer, as landlord (the “Landlord”), and Seller, as tenant (the “Tenant”), to be attached to this Agreement as Exhibit D. If Buyer and Seller do not agree upon a definitive form of the Lease by the completion of the Lease Negotiation Period, then each of Buyer and Seller shall be free to terminate this agreement by giving the other party hereto five (5) days notice, in which case the Deposit shall be returned to the Buyer and thereafter neither party hereto shall have any further rights, liabilities or obligations hereunder, except for those as by the terms of this Agreement specially survive a termination hereof. The Lease shall be on terms mutually acceptable to the parties in the exercise of their respective opinions, but such terms and conditions herein shall include, but not be limited to, the Landlord agrees to lease to the following: (a) Tenant and the Tenant agrees to shall lease from Landlord, the Landlord Premises for a period of twelve months commencing on the Closing Date (the “PremisesInitial Lease Period”):). 1. (b) As consideration for exclusive usethe lease of the Premises during the Initial Lease Period, sufficientTenant shall deposit with the Seller’s Broker or Buyer’s lender (so long as such lender is a reputable, adequate and suitable space institutional lender which maintains an administrative office in Philadelphia, Pennsylvania), as designated by Buyer, as escrow agent (in this capacity, the “Rent Escrow Agent”), at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Closing Date, ▇▇▇▇▇▇▇rent in the amount of One Million Two Hundred Thousand Dollars ($1,200,000), ▇▇ and being PID 25503160 such rent deposit to be paid by the Rent Escrow Agent to Landlord in monthly installments of One Hundred Thousand Dollars ( $100,000) on the first day of each calendar month with appropriate adjustment for a partial month if the Closing Date is not on the first day of a calendar month. (c) Tenant shall be granted options to renew the lease as follows: (i) an option to extend the Initial Lease Period by one (1) six (6) month renewal period (the “Station PropertyFirst Renewal Period”); and (ii) at the conclusion of the first Renewal Period, Tenant shall have two (2) successive three (3) month renewal periods (each, a “Three Month Renewal Period,” and together, the “Three Month Renewal Periods”) (the Initial Lease Period together with the First Renewal Period and the Three Month Renewal Periods sometimes collectively referred to herein as, the “Lease Term”). (d) Tenant, if it chooses to exercise its option for the First Renewal Period, must exercise such option in writing at least three (3) months prior to the expiration of the Initial Lease Period. Tenant, if it chooses to exercise either of its options for the Three Month Renewal Periods, must exercise said options in writing at least three (3) months before the commencement date of the subject Three Month Renewal Period. (e) As consideration for the lease of the Premises during the first Renewal Period, Tenant shall, at the time the option is exercised, deposit with the Rent Escrow Agent, rent in the amount of Two Hundred Thousand Dollars ($200,000), such rent to be paid by the Rent Escrow Agent to the Landlord in monthly installments of One Hundred Thousand Dollars ($100,000) during the first two (2) months of the First Renewal Period on the first day of each calendar month with appropriate adjustment for a partial month if the Closing Date is not on the first day of a calendar month. During the remaining four months of the First Renewal Period, Tenant shall pay directly to Landlord monthly rent in the amount of One Hundred Thousand Dollars ($100,000). If Tenant shall exercise either of its options for the Three Month Renewal Periods, Tenant shall pay directly to Landlord, monthly rent in the amount of One Hundred Thousand Dollars ($100,000) on the first day of each calendar month. (f) Any rents held on deposit by the Rent Escrow Agent shall be deposited into an interest bearing account. Any interest that accrues on such rent deposits shall be, absent a default under the Lease by Tenant, paid to Tenant by the Rent Escrow Agent upon the expiration or termination of the Lease, unless Tenant is in default under the Lease after the giving of any required notice and the expiration of any applicable cure period without a cure having been effectuated, in which case the interest shall be applied to cure Tenant’s technology and operational requirements as shown on and described in Schedule “A”default. In any event, the location and square footage Landlord shall be responsible for payment of the space provided Rent Escrow Agent for all fees and expenses requested or imposed by the Landlord Rent Escrow Agent for such services. (g) Tenant shall be responsible for the payment of all real estate taxes attributable to the Premises during the Lease Term. Tenant shall also be responsible for payment of all utility charges (utilities to be separately metered as of the Closing Date) for all utilities used and consumed by Tenant during the Lease Term at the Premises and Tenant shall continue to maintain such insurance coverages as are in effect as of the Closing Date. (h) Except for any cleaning, everyday maintenance and repair of the Premises necessitated by Landlord’s malfeasance or negligent act or omission, Tenant shall be sufficient responsible for the Tenant’s requirements as identified in Schedule A attachedcleaning, provided that everyday maintenance and repair of the Landlord may relocate Premises. Tenant will clean, maintain and repair the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree extent necessary to ensure that the Premises shall be are maintained in the Location marked their same condition as VIA Designated Waiting Area existed at Closing, reasonable wear and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services tear, casualty and related activities in the Station Property similar condemnation excepted; subject, however, to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges understanding and agreement that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible obligated to replace any aspect of the roof, buildings, improvements, systems and equipment forming a part of the Premises that are not susceptible to repair. (i) Landlord shall acknowledge that any obligations Landlord has incurred pursuant to the Modification Agreement, the Computer Avenue Easement and the Existing Easement Agreement shall remain valid and binding upon Landlord for during the Lease Term, and shall not be modified, abrogated, diminished or nullified by doctrine of merger, or otherwise, so long as the Lease is in force and effect and notwithstanding that, upon the completion of Closing, Buyer, and its affiliate, shall be the record owner of all properties benefited and burdened thereby. (j) At the conclusion of the Lease Term, Tenant shall have the obligation to remove the Personal Property from the Premises, at its sole cost and expense. (k) Landlord shall have no obligation to maintain, repair or replace any damage to property portion of any building or persons any system located on the Station Property as a result Premises unless such maintenance, repair or replacement is necessitated by Landlord’s malfeasance or negligent act or omission, in which event Landlord shall promptly undertake such work, at its sole cost and expense. (l) Tenant, during the Lease Term, shall not conduct its business on, in or from the Premises in violation of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere any environmental Laws and shall comply with railway operations and to abide by all safety regulations any copies of written notices of (i) uncorrected violations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for authority having jurisdiction as to any substantive changes to the operation of underground storage tanks or hazardous materials used, generated, released, handled, stored, treated or otherwise located in, at, on or under the Premises, such approval not and (ii) uncorrected violations as to be unreasonably withheld. The Landlord may use Laws pertaining to the Station Property for Premises from any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsgovernmental authority having jurisdiction.

Lease. 1.1 Subject (a) Lease of Store and 7-Eleven Equipment; Use of 7-Eleven Equipment. (1) Beginning on the Effective Date, we lease the Store and 7-Eleven Equipment to you solely for the operation of a franchised 7-Eleven Store pursuant to this Agreement and in accordance with the 7-Eleven System. You agree to comply with all local, state and federal laws, statutes, regulations, ordinances, and rules of any applicable governmental entity with respect to the operation, use, repair and possession of the Store and the 7-Eleven Equipment. (2) If we currently own the Store, we may sell the Store and lease it back or enter into other similar transactions in connection with a financing of the Store or the improvements. If we currently lease the Store, then the Lease to you is a sublease and certain provisions of the master lease are included on Exhibit A. If we are not currently leasing the Store but we lease it in the future, the Lease to you will be a sublease, and we will amend Exhibit A to summarize certain provisions of the master lease. You agree to comply with all terms and conditions herein provisions of the Landlord agrees master lease referred to lease to the Tenant in Exhibit A and the Tenant agrees to lease not cause a breach of any such master lease. We reserve from the Landlord (Lease and/or common area such portions thereof, if any, as we may elect to use for: the “Premises”): 1. for exclusive useinstallation of banking or other similar equipment, sufficientattended or self-service gasoline, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇attended or self-service car washes, a photo kiosk, signs or ▇▇▇▇ ▇▇▇▇▇▇boards, ▇▇▇▇▇▇▇or telecommunications towers and other telecommunications equipment of any type, ▇▇ and being PID 25503160 (the “Station Property”) any additional areas that we consider necessary for the Tenant’s technology installation, maintenance, repair, and operational requirements as shown on operation of related equipment. You agree to give us unobstructed non-exclusive rights to enter and described exit in Schedule “A”connection with these reserved rights. In Unless otherwise provided in a separate agreement between you and us or our Affiliate or an amendment to this Agreement, we will credit to your Open Account an amount equal to the rentals and similar fees we receive for use of any eventportion that we reserve from the Lease, after deducting from such rentals and similar fees the location amount determined by multiplying the rentals and square footage of the space provided similar fees by the Landlord for percentage used to calculate the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 27-Eleven Charge. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties You agree that we may remodel the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, Store at any time in accordance with one of day our remodel programs and that you cannot remodel the Store without our prior written consent. (3) If we currently own the 7-Eleven Equipment, we may sell it and lease it back or nightenter into other similar transactions in connection with a financing of the 7-Eleven Equipment. If we currently lease the 7-Eleven Equipment, then the Lease to you is a sublease, and certain provisions of the master lease are necessarily incidental included on Exhibit B. If we are not currently leasing the 7-Eleven Equipment but we lease it in the future, then the Lease to you will be a sublease, and we agree to amend Exhibit B to summarize certain provisions of the master lease. You agree to comply with all terms and provisions of the master lease referred to in Exhibit B and not cause a breach of any such master lease. We may, at our option, remove or replace any of the 7-Eleven Equipment or add new 7-Eleven Equipment, including cash registers and point of sale computers and 7-Eleven Equipment of a type or category other than currently exists. Any new or additional 7-Eleven Equipment will be added to the Tenant’s railway operations. The Landlord has no objection list of 7-Eleven Equipment on Exhibit B or we agree to otherwise provide you with electronic or written notice of such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation 7-Eleven Equipment. You agree to, at all times use, as we require, all 7-Eleven Equipment currently in the Store or that we add to the Store. We may provide you with replacement Equipment if certain Equipment is damaged or becomes inoperable. If you fail to promptly return the damaged or inoperable equipment to us, we may charge you for the cost of the Premisesreplacement Equipment by debiting your Open Account. (4) You may not modify, such approval not alter, remodel or add to be unreasonably withheld. The Landlord may use the Station Property for Store or 7-Eleven Equipment or discontinue using any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by 7-Eleven Equipment required under the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations7-Eleven System without first obtaining our written consent.

Lease. 1.1 Subject The Mortgaged Property includes a leasehold estate pursuant to the terms and conditions herein Lease under which Mortgagor is the Landlord agrees to lease to lessee. In respect of the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Lease, ▇▇▇▇▇▇▇, ▇▇ hereby covenants, warrants and being PID 25503160 agrees to and with Mortgagee that: (a) In no event shall Mortgagor do or permit to be done, or omit to do or permit the “Station Property”) omission of, any act or thing, the doing of or omission to do, which would impair the lien of this Mortgage or would constitute grounds for the Tenant’s technology and operational requirements as shown on and described termination of any such Lease, or, with the giving of notice or the passage of time or both, would entitle the landlord thereunder to declare a forfeiture thereof or a default thereunder, or to re-enter the property covered by such Lease; (b) Mortgagor will not release, surrender or terminate the Lease without the prior written consent of Mortgagee, nor without similar consent will Mortgagor modify, amend or change in Schedule “A”. In any event, the location and square footage manner any of the space provided by terms, provisions, covenants or agreements contained in the Landlord Lease, except for such amendments as do not materially reduce the Premises rights or increase the obligations of Mortgagor under the Lease; (c) There shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs no merger of relocating all any of the Tenant’s Lease or the estate created thereby or of any building, building service equipment into the relocated premises with similar leasehold or other improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day now or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate hereafter constituting a portion of the Station Mortgaged Property with the fee estate of the land and premises covered by such Lease, by reason of the fact that any of said Agreements or the interests and estates created thereby or any interest in such building, equipment or other improvement be held directly or indirectly by or for the account of any person or persons who shall hold the fee estate in that portion of the Mortgaged Property covered by such Lease or any portion thereof or any interest in such fee estate; nor shall there be a merger by reason of the fact that all or any part of the estates or any interests of Mortgagor under the Lease may be conveyed or mortgaged to be used by a person who shall hold the Tenant fee estate in the manner specified herein and that Premises covered thereby or any portion thereof; and (d) If Mortgagor (or a successor under the Landlord’s use Lease) becomes the owner of the Station Property fee estate of the Premises covered thereby, this Mortgage shall, without further act or deed, be deemed to have spread to, shall not cause an adverse effect upon cover and subject such fee estate to the Tenant’s operationslien and charge of this Mortgage.

Lease. 1.1 Subject Tenant acknowledges that it has inspected the Premises and the Building, and subject to Landlord's obligations under EXHIBIT D attached hereto, accepts the terms Premises the Building, and conditions herein the Project in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession of the Premises by Tenant shall establish that the Premises, the Building and the Project are in good and satisfactory condition on the date possession was taken, subject to punchlist items (to be completed by the Landlord agrees to lease to the within sixty 60 days of agreement by Landlord and Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space punchlist items), latent defects and warranties provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements Contractor, as identified in Schedule A attached, provided defined on EXHIBIT D. Tenant further acknowledges that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements no representations as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation repair of the Premises, nor promises to alter, remodel or improve the Premises have been made by Landlord, unless such approval are expressly set forth in this Lease. Further, Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business and Tenant hereby waives any implied warranty that the Premises are suitable for Tenant's intended purposes. After the Commencement Date Tenant shall, upon demand, execute and deliver to Landlord an Acceptance of Premises Memorandum in the form of EXHIBIT E attached hereto. If the Commencement Date of this Lease is delayed pursuant to EXHIBIT D attached hereto, Landlord shall not be deemed to be unreasonably withheldin default hereunder, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the "Commencement Date". The Landlord may use foregoing adjustment in the Station Property for any purposes but will ensure that Commencement Date shall be Tenant's sole and exclusive remedy in the Station Property remains a railway station and will designate a portion event possession of the Station Property Premises is not tendered to be used by Tenant on the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsCommencement Date set forth above.

Lease. 1.1 Subject Except as otherwise expressly provided herein or to the terms extent inconsistent with this Sublease and except for the obligation to pay fixed rent under the Lease, all of the terms, covenants, conditions and provisions in the Lease are hereby incorporated in, and made a part of this Sublease and such rights and obligations as are contained in the Lease are hereby imposed upon the respective parties hereto to the extent the same relate to the Premises and Subtenant's use of the Premises; this Sublease being substituted for the term "Lease" set forth in the Lease, the Sublandlord herein being substituted for the Landlord named in the Lease and the Subtenant herein being substituted for the Tenant named in the Lease; provided, however, that the Sublandlord herein shall not be liable for any defaults by, or obligations of, Landlord except as specifically set forth herein and any reference to "Landlord" in the Lease with respect to the furnishing of services, utilities, repairs and facilities shall be deemed to refer to Landlord rather than Sublandlord. Notwithstanding the foregoing, Sublandlord agrees to lease perform its obligations under the Lease to the Tenant and extent such obligations are not obligations of the Tenant agrees Subtenant under this Sublease, including Sublandlord's obligation to lease from the pay Fixed Annual Rent to Landlord (provided Subtenant is not In default under this Sublease and has paid Sublandlord all Fixed Rent and Additional Rent due hereunder). If the “Premises”): 14th Floor Lease or the 5th Floor Lease shall be terminated for any reason during the term hereof, then and in that event this Sublease shall thereupon automatically terminate with respect to the floor subject to such lease termination only (unless both the 4th Floor and 5th Floor Leases are terminated in which case this entire Sublease shall automatically terminate) and Sublandlord shall have no liability to Subtenant by reason thereof (unless such termination was due to Sublandlord's default under the Lease). for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage Subtenant shall accede to Sublandlord's rights relating to an improper termination of the space provided Lease by Landlord. Upon the Landlord for termination of this Sublease, Subtenant shall surrender and deliver the Premises shall be sufficient for in the Tenant’s requirements same good condition and repair as identified Subtenant received the Premises on the Commencement Date, reasonable wear and tear excepted. Notwithstanding anything contained `in Schedule A attachedthis Sublease to the contrary, Subtenant agrees that Sublandlord may at any time after the date hereof surrender either the 4th Floor Lease or the 5th Floor Lease or both to Landlord, provided that the Landlord may relocate shall deliver a written agreement to Subtenant providing that notwithstanding such surrender the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all Landlord shall not disturb Subtenant's occupancy of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a relevant portion of the Station Property Premises so long as Subtenant is not in default hereunder if Subtenant shall at Landlord's election either (i) attorn to be used by Landlord as if Landlord were Sublandlord hereunder on the Tenant in same terms and conditions contained herein or (ii) enter into a lease with Landlord for the manner specified herein and that the Landlord’s use remaining term of the Station Property shall not cause an adverse effect upon Sublease on the Tenant’s operationssame terms and conditions contained herein.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the 3.2.1 Tenant agrees to lease keep and perform all obligations of the tenant under the Lease. Tenant agrees not to commit or permit any breach of the Lease. If Tenant shall default at the performance of any obligations of the Lease beyond applicable cure periods, if any, Lender may, at its option and after written notice to and receipt of consent from Landlord, with or without notice to Tenant unless otherwise required, take any action necessary or desirable to cure the default. Tenant authorizes Lender to enter upon the Real Property for that purpose. 3.2.2 Tenant agrees to give written notice to Lender of any default under the Lease within Tenant's knowledge, or the receipt by Tenant of any notice of default from Landlord and to furnish to Lender all information that Lender may request concerning the performance by Tenant of obligations of the tenant under the Lease. 3.2.3 Lender does not assume, nor shall it be deemed to have assumed or otherwise be responsible for, performance of any of the obligations of Tenant as Lessee under the Lease. 3.2.4 Tenant agrees that as long as this Mortgage is in effect, there shall be no merger of the Lease with the fee estate of the Real Property, by reason of the fact that the Lease may be held directly or indirectly by or for the account of any person who shall hold the fee interest in all or part of the Real Property or any interest of the Landlord (under the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”Lease. In the event Tenant acquires the fee title or any event, other interest in the location and square footage of the space provided Real Property covered by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedLease, provided unless Tenant furnishes to Lender evidence reasonably satisfactory to Lender that the Landlord may relocate leasehold estate and the Premises fee estate have not merged and the Lease retains priority over any encumbrances on the fee interest or other interest in the future Real Property (or that there are no such encumbrances), this Mortgage will attach to and cover and be a lien upon sixty (60) days’ prior written notice the fee title or such other interest so acquired and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocationfee title or other interest shall, without further assignment, mortgage or conveyance, become subject to the Tenant’s prior written approval which approval may not be unreasonably withheldlien of this Mortgage. 2. for use 3.2.5 Except as otherwise set forth in common with othersthe Lease, so long as this Mortgage is in effect, Tenant agrees that no surrender or termination of the common areas Lease, in whole or in part, shall be valid or effective. 3.2.6 Tenant agrees that if the Lease is terminated prior to the expiration of its term by reason of Tenant's default, and if, pursuant to any provision of the Station Lease, or otherwise, Lender or its designee shall acquire, from Landlord, a new lease of the fee interest of the Property or any part of the Property, waiting roomTenant shall have no right, public washrooms (including handicap accessible washrooms) along with title or interest in the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Propertynew lease. 1.2 The parties agree 3.2.7 Tenant agrees that the Premises if any action or proceeding shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the instituted to evict Tenant only for the operation of rail passenger services and related activities in the Station Property similar or to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment recover possession of the Station Property. The Landlord acknowledges that such Emissions, at any time of day Property or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage other purpose affecting the Lease or this Mortgage, Tenant will immediately deliver to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing Lender true copies of the Tenant for any substantive changes to the operation of the Premisescomplaint, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station summons, and will designate a portion of the Station Property to be used all other pleadings and papers received by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject and shall remain upon and be surrendered with the Demised Premises as a part thereof. 17.7 Tenant shall repair any damage to the terms Demised Premises caused by Tenant's removal of any property from the Demised Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. 17.8 All business and conditions herein trade fixtures, machinery and equipment, built-in furniture and cabinets, including but not limited to, those items listed on Exhibit "E" attached hereto, together with all additions and accessories thereto, installed in and upon the Demised Premises and paid for by Landlord agrees to lease shall be and remain the property of Landlord and shall not be removed by Tenant at any time during the Term of this Lease (except with Landlord's prior written consent). Notwithstanding anything to the contrary contained herein, in no event may Tenant and the Tenant agrees to lease remove from the Demised Premises any improvement which materially or adversely affects any Building system or as to which Landlord contributed payment (the “Premises”): 1. for exclusive useincluding, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any eventwithout limitation, the location and square footage of the space provided by the Leasehold Improvements or fume hoods to which Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedcontributed payment), provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ without Landlord's prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocationconsent, subject which may be withheld in Landlord's sole discretion; provided, however, that Landlord shall not withhold its consent to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, removal of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) any improvements which may affect the use Building systems and enjoyment of which Landlord has not contributed payment if following such removal Tenant restores the Station Property. The Landlord acknowledges that such EmissionsDemised Premises to its original condition (including, at without limitation, if deemed necessary by Landlord, any time of day or night, are necessarily incidental and all required adjustments to the Tenant’s railway operationsHVAC system). The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The If Tenant shall not be responsible fail to the Landlord for any damage to property or persons located on the Station Property as a result remove all of its railway operations. In addition effects from the Demised Premises prior to its other obligations under termination of this Lease, then Landlord may, at its option, remove the same in accordance with law, and store said effects, and Tenant agrees to pay Landlord agrees not upon demand any expenses incurred for such removal and storage or Landlord may, at its option, in accordance with law, sell said property or any of the same, for such price as Landlord may obtain and apply the proceeds of such sale against any amounts due under this Lease from Tenant to interfere with railway operations Landlord and against any expenses incident to abide the removal, storage and sale of said personal property. 17.9 [INTENTIONALLY OMITTED] 17.10 Tenant shall pay to Landlord an amount equal to five percent (5%) of the cost to Tenant of all changes installed by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes its contractors or agents (other than Minor Alterations, as hereinafter defined) to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the cover Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.'s

Lease. 1.1 Subject to There are no leases, subleases, lease guaranties, assignments, license agreements or other occupancy agreements for the terms and conditions herein Property binding upon the Landlord agrees to lease to Purchaser or its successors other than the Tenant and the Tenant agrees to lease from the Landlord Lease identified on Exhibit E attached hereto (the “Premises”): 1"LEASE") and made a part hereof. for exclusive use, sufficient, adequate and suitable space at To the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any eventbest of Seller's actual knowledge, the location Lease is in full force and square footage of effect and shall not be further extended, modified or amended in any manner prior to Closing without the space provided by the Landlord for the Premises Purchaser's consent, which shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2, conditioned or delayed. for use To Seller's knowledge, neither landlord nor tenant is in common with othersdefault under the Lease, and there are no other obligations of the common areas landlord pertaining to the Property except as expressly set forth in the Lease, Service Contracts, Loan Documents and other matters disclosed in this Agreement. The tenant under the Lease has not prepaid rent thereunder except for Property operating expenses. To the knowledge of Seller, no controversy, claim, dispute or disagreement exists between the parties to the Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under the Lease. To the best of Seller's actual knowledge, the Lease is valid and enforceable in accordance with its terms and in full force and effect. Seller has not sent written notice of termination to the tenant under the Lease. Seller has not received written notice of termination, default, or challenge to the validity of the Station PropertyLease from the tenant under the Lease. There is no security deposit or other deposits or outstanding tenant improvement obligations under the Lease, waiting roomexcept as expressly set forth on Exhibit E. There are no brokerage, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and leasing or other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority commissions payable with respect to the Lease as of the date hereof, and at Closing, there shall be no such Emissions. The Tenant shall not be responsible commissions payable, whether with respect to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant present term thereunder or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premisesrenewal term, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.except as expressly set forth on Exhibit E.

Lease. 1.1 Subject In such event, Landlord shall receive, and Tenant shall assign to Landlord upon demand from Landlord, any and all income, rent, award or any interest thereon which may be paid or owed in connection with the exercise of such power of eminent domain or conveyance in lieu thereof. Tenant shall have no claim against Landlord or against the agency exercising such power or receiving such conveyance, for any part of such sum paid by virtue of such proceedings. Notwithstanding the foregoing, Tenant may pursue its remedies against the condemning agency for the value of the unexpired Term, and for reimbursement for the value of its personal property, moving and relocation expenses and value of improvements made to the terms Premises at Tenant's expense after the Commencement Date so long as said action does not act to diminish Landlord's recovery of its loss. If a part of the Premises shall be so taken or appropriated or conveyed and conditions herein Landlord shall elect not to terminate this Lease, Landlord shall nonetheless receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all income, rent, award or any interest thereon paid or owed in connection with such taking, appropriation or conveyance. If the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord agrees to lease to shall restore the Tenant Premises continuing under this Lease at Landlord's cost and expense provided that such restoration can be made within one hundred fifty (150) days of the Tenant agrees to lease time the property so taken is appropriated or conveyed. If restoration cannot be made within one hundred fifty (150) days from the time of taking, Landlord shall notify Tenant within sixty (60) days of such taking and Landlord or Tenant shall have the “Premises”): 1right to cancel this Lease by giving the other written notice of its intention to cancel within thirty (30) days of the date of Landlord's notice. for exclusive useIf Landlord determines that the repairs cannot be made within one hundred fifty (150) days and elects to terminate the Lease, sufficient, adequate and suitable space at the Amherst Station at ▇▇ Tenant may request that Land▇▇▇▇'▇ ▇etermination be reviewed by a Repair Architect. If the parties cannot agree on the selection of a Repair Architect within ten (10) days following Tena▇▇'▇ ▇▇▇▇▇▇ritten notice to Landlord that it wishes a Repair Architect to settle the matter, ▇▇▇▇▇▇▇, ▇▇ both Tenant and being PID 25503160 Landlord shall appoint a Repair Architect within five (the “Station Property”5) for the Tenant’s technology and operational requirements as shown on and described days who shall in Schedule “A”turn select a third party Architect. In any event, the location and square footage The decision of the space provided by the Landlord for the Premises third Repair Architect shall be sufficient for rendered within thirty (30) days from the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice date he is appointed and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in binding upon the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Propertyparties. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant matter shall not be responsible submitted to a Repair Architect if Landlord's insurance would not cover the Landlord for any damage to property or persons located on required repairs. If the Station Property Repair Architect determines that the Lease can be terminated as a result of its railway operations. In addition to its other obligations under this Leasedecided by the Landlord, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and Lease shall provide facilities and services accordingly and shall seek the approval in writing be terminated as of the Tenant for any substantive changes to date the operation decision of the Premises, such approval not to be unreasonably withheldRepair Architect is rendered. The Landlord may use parties shall share equally the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion cost of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsRepair Architect.

Lease. 1.1 Subject a. For and in consideration of the rent and other charges to the terms and conditions herein the Landlord agrees to lease to the Tenant be paid hereunder and the Tenant agrees other covenants and agreements to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ be performed by ▇▇▇▇▇▇, Owner hereby demises and leases the Premises to Lessee, and Lessee hereby leases the Premises from Owner, for the sole purpose of developing, constructing, operating and maintaining the Generating Facility, commencing on the Effective Date and ending on the last day of the Lease Term unless sooner terminated as herein provided and on the other terms and conditions set out in this Lease. Subject to the further terms of this Lease, Lessee shall have the sole and exclusive right to use and occupy the Premises and to convert all of the solar energy resources on or at the Premises. The rights granted to Lessee hereunder shall include the following easements and related rights: i. An easement and right over and across the Premises for any audio, visual, view, light, shadow, noise, vibration, electronmagnetic interference or other effect of any kind or nature whatsoever resulting, directly or indirectly, from the Generating Facility, including but not limited to rights to cast shadows and reflect glare onto all of Owner’s property including any adjoining property, from the Generating Facility and/or any and all other related facilities, wherever located on the Premises; and ii. An exclusive easement and right to capture, use and convert the solar resources over and across the Premises. iii. the right to take action on the Premises to prevent measurable diminishment in output due to obstruction of the sunlight across the Premises including but not limited to an easement right to trim, cut down and remove all trees (whether natural or cultivated), brush, vegetation and fire and electrical hazards now or hereafter existing on the Premises which might obstruct receipt of or access to sunlight throughout the Premises or interfere with or endanger the Generating Facility or the Operations, as determined by ▇▇▇▇▇▇. b. Notwithstanding anything herein to the contrary in this Lease, any easement granted by Owner to Lessee, whether for access or otherwise, on property outside the Premises shall be negotiated separately from this Lease and is subject to the applicable terms and fees set forth in the then current “Rate and Damage Schedule” available on the University Lands website (▇▇▇.▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇), ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any eventsuch schedule may be amended, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedmodified, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations superseded and/or replaced from time to time promulgated (the “Rate and Damage Schedule”). Owner and ▇▇▇▇▇▇ acknowledge and agree that the terms, provisions and conditions of the Rate and Damage Schedule are hereby incorporated into this Lease by reference. All payments required to be paid by Lessee pursuant to the Tenant or any governmental authorityRate and Damage Schedule shall be paid to Owner by ▇▇▇▇▇▇ no later than thirty (30) days following written request from Owner. ▇▇▇▇▇▇ acknowledges that there are limitations on the term of easements and rights of way that may be granted by Owner pursuant to Chapter 66.46 of the Texas Education Code. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing c. All of the Tenant for any substantive changes to the operation uses and purposes permitted Lessee under this Agreement, including, without limitation, use of the Premises, such approval not are referred to be unreasonably withheldherein collectively as “Operations.” d. The Lease Term shall include the Development Period, the Construction Period, the Operating Period, and the Extended Term(s), if applicable. The Landlord may use Development Period shall commence on the Station Property for any purposes but will ensure Effective Date and continue until the earlier of (a) ( ) years after the Effective Date or (b) the Construction Commencement Date (defined below) (the “Development Period”). During the Development Period, Lessee shall have the right to study the feasibility of solar energy conversion on the Premises (“Due Diligence Activities”); provided that the Station Property remains a railway station and will designate a portion Lessee shall provide Owner with reasonable advance notice of the Station Property dates Lessee contemplates that Lessee and/or its representatives, agents and contractors are planning to be used by enter upon the Tenant in Premises for the manner specified herein and purpose of conducting Due Diligence Activities. “Construction Commencement Date” means the earlier of (1) the day that the Landlord’s use Lessee specifies it will begin construction of the Station Property Generating Facility in a written notice to Owner, or (2) the day that Lessee begins site preparation for the installation of actual solar panels or mounting equipment for solar panels on any property for the Generating Facility. For the avoidance of doubt the following preliminary Due Diligence Activities shall not cause an adverse effect upon the Tenant’s operationsConstruction Commencement Date to occur: environmental studies, solar studies, habitat or species studies, geotechnical studies, surveys, engineering studies, and core sampling, equipment studies, and meteorological studies. If the Construction Commencement Date occurs at any time during the Development Period, then the Lease Term shall automatically (and without the need for any additional documentation) run from the Construction Commencement Date to the date that is ( ) years from the Construction Commencement Date (the “Construction Period”). During the Construction Period, Lessee shall have the right to do all things necessary to construct a solar energy project on the Property and to exercise its other rights under this Lease. If before the end of the Construction Period Lessee begins using electricity in commercial quantities (excluding use of electricity in commercial quantities in order to test the initial performance of the Generating Facility) or begins selling electricity to a third party power purchaser, offtaker, merchant buyer, spot market buyer, or other third party purchaser from the Generating Facility (excluding sales of energy produced by the Generating Facility in order to test the initial performance of the Generating Facility) (the “Commercial Operations Date”) then the Lease Term shall automatically (and without the need for any additional documentation) run from the Commercial Operations Date to the date that is ( ) years after the Commercial Operations Date (the “Operating Period”).

Lease. 1.1 Subject to Lease dated between , as original or successor landlord (“Landlord”), and (“Tenant”), as the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord same may have been amended by (the “PremisesLease”):) Commencement Date: Expiration Date: Current Monthly Base Rent: $ Current Monthly Additional Rent: $ Security Deposit: $ Monthly Base Rent Paid Through: , 200 Monthly Additional Rent Paid Through: , 200 1. for exclusive useExcept as may be set forth on Exhibit ”A” hereto, sufficientTenant is in sole possession of and is occupying the Premises. Except as may be set forth on Exhibit ”A” hereto, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In Tenant has not subleased all or any event, the location and square footage part of the space provided by Premises or assigned the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedLease, provided that the Landlord may relocate the Premises or otherwise transferred its interest in the future upon sixty (60) days’ prior written notice and upon paying Lease or the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheldPremises. 2. for use The Lease is currently in common with otherseffect and constitutes the entire agreement between Landlord and Tenant. The Lease has not been amended, modified, or changed, whether in writing or orally, except as may be stated in the Lease. 3. To Landlord’s knowledge, the Commencement Date and Expiration Date of the common areas term of the Station PropertyLease are correctly stated above. Tenant has no options or rights and has not exercised any options or rights to renew, waiting roomextend, public washrooms (including handicap accessible washrooms) along amend, modify, or change the term of the Lease, except as may be stated in the Lease. 4. The current monthly Base Rent under the Lease and the current monthly Additional Rent under the Lease are correctly stated above. Monthly Base Rent and monthly Additional Rent have been paid through the respective dates stated above. No rent has been prepaid for more than one month. Tenant has not been given any free rent, partial rent, rebates, rent abatements, or rent concessions of any kind, except as may be stated in the Lease. 5. Tenant has deposited the Security Deposit stated above with Landlord, and except as may be set forth on Exhibit ”B” hereto none of the Security Deposit has been applied by Landlord to the payment of rent or any other amounts due under the Lease. 6. To Landlord’s knowledge, any construction, build-out, improvements, alterations, or additions to the Premises required under the Lease have been fully completed in accordance with the Station Property lands i.e. plans and specifications described in the lands within the boundaries of PID 25503160 and outside the Station PropertyLease. 1.2 The parties agree that 7. To Landlord’s knowledge, Landlord has fully performed all of its obligations under the Premises Lease and is not in default under any term of the Lease. In addition, to Landlord’s knowledge, no circumstances exist under which Landlord may be deemed in default merely upon service of notice or passage of time. 8. Tenant has not currently asserted to Landlord and, to Landlord’s knowledge, Tenant has no defenses, set-offs, or counterclaims to the payment of rent and all other amounts due from Tenant to Landlord under the Lease. 9. Tenant has not been granted and has not exercised any options or rights of expansion, purchase, or first refusal concerning the Lease or the Premises, except as may be stated in the Lease. 10. To Landlord’s knowledge, Tenant has not filed and is not the subject of any filing for bankruptcy or reorganization under federal bankruptcy laws. All references herein to the “knowledge of Seller” or “to Seller’s knowledge” shall have the same meaning and shall be subject to the same qualifications as set forth in Section 4.2 of the Location marked as VIA Designated Waiting Area Agreement. This certificate shall terminate and approximately 50 square feet be of no further force and effect, and Seller shall have no further liability hereunder, upon the receipt by you or your successors and assigns of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by duly executed Tenant Estoppel Certificate from the Tenant only for under the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority Lease with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property matters herein contained, all as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval set forth in writing Section 6.1(d) of the Tenant for any substantive changes to the operation Agreement. Sincerely, U.S. Retail Income Fund , Limited Partnership a Delaware limited partnership By: BVT Institutional Investments, Inc., a Georgia corporation, its general partner Its: 1. Description of Subleases and/or Assignments of Tenant’s Interest (if none, then state none) 2. Amounts of the PremisesSecurity Deposit Which Have Been Applied by Landlord (if none, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.then state none)

Lease. 1.1 Subject to Lease dated between , as original or successor landlord (“Landlord”), and (“Tenant”), as the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord same may have been amended by (the “Lease”) Premises”):: Commencement Date: Expiration Date: Current Monthly Base Rent: $ Current Monthly Additional Rent: $ Security Deposit: $ Monthly Base Rent Paid Through: , 200 Monthly Additional Rent Paid Through: , 200 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements Except as shown may be set forth on and described in Schedule Exhibit “A” hereto, Tenant is in sole possession of and is occupying the Premises. Except as may be set forth on Exhibit ”. In A” hereto, Tenant has not subleased all or any event, the location and square footage part of the space provided by Premises or assigned the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedLease, provided that the Landlord may relocate the Premises or otherwise transferred its interest in the future upon sixty (60) days’ prior written notice and upon paying Lease or the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheldPremises. 2. for use The Lease is currently in common with otherseffect and constitutes the entire agreement between Landlord and Tenant. The Lease has not been amended, modified, or changed, whether in writing or orally, except as may be stated in the Lease. 3. To Landlord’s knowledge, the Commencement Date and Expiration Date of the common areas term of the Station PropertyLease are correctly stated above. Tenant has no options or rights and has not exercised any options or rights to renew, waiting roomextend, public washrooms (including handicap accessible washrooms) along amend, modify, or change the term of the Lease, except as may be stated in the Lease. 4. The current monthly Base Rent under the Lease and the current monthly Additional Rent under the Lease are correctly stated above. Monthly Base Rent and monthly Additional Rent have been paid through the respective dates stated above. No rent has been prepaid for more than one month. Tenant has not been given any free rent, partial rent, rebates, rent abatements, or rent concessions of any kind, except as may be stated in the Lease. 5. Tenant has deposited the Security Deposit stated above with Landlord, and except as may be set forth on Exhibit ”B” hereto none of the Security Deposit has been applied by Landlord to the payment of rent or any other amounts due under the Lease. 6. To Landlord’s knowledge, any construction, build-out, improvements, alterations, or additions to the Premises required under the Lease have been fully completed in accordance with the Station Property lands i.e. plans and specifications described in the lands within the boundaries of PID 25503160 and outside the Station PropertyLease. 1.2 The parties agree that 7. To Landlord’s knowledge, Landlord has fully performed all of its obligations under the Premises Lease and is not in default under any term of the Lease. In addition, to Landlord’s knowledge, no circumstances exist under which Landlord may be deemed in default merely upon service of notice or passage of time. 8. Tenant has not currently asserted to Landlord and, to Landlord’s knowledge, Tenant has no defenses, set-offs, or counterclaims to the payment of rent and all other amounts due from Tenant to Landlord under the Lease. 9. Tenant has not been granted and has not exercised any options or rights of expansion, purchase, or first refusal concerning the Lease or the Premises, except as may be stated in the Lease. 10. To Landlord’s knowledge, Tenant has not filed and is not the subject of any filing for bankruptcy or reorganization under federal bankruptcy laws. All references herein to the “knowledge of Seller” or “to Seller’s knowledge” shall have the same meaning and shall be subject to the same qualifications as set forth in Section 4.2 of the Location marked as VIA Designated Waiting Area Agreement. This certificate shall terminate and approximately 50 square feet be of no further force and effect, and Seller shall have no further liability hereunder, upon the receipt by you or your successors and assigns of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by duly executed Tenant Estoppel Certificate from the Tenant only for under the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority Lease with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property matters herein contained, all as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval set forth in writing Section 6.1(d) of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsAgreement.

Lease. 1.1 Subject The phrase “Affiliate” of Tenant, as used herein, means a corporation or other legal entity which is under common ownership, management and control with Tenant. For purposes of this Paragraph 7(C), the phrase “Tenant Successor” shall mean a person or entity who or which acquires and succeeds to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the ownership of all of Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property business as a result of either (i) purchase of all or substantially all of Tenant’s assets, or (ii) purchase of all or substantially all issued and outstanding shares of capital stock in Tenant (the “Acquisition”). Tenant agrees to provide Landlord the evidence of the Acquisition when Tenant requests Landlord’s consent to an assignment of this Lease to the Tenant Successor. It is further agreed that if Landlord consents to such assignment of the Lease to the Tenant Successor, and provided that the Tenant Successor has a net worth at least equal to the Minimum Net Worth aforesaid, and is not subject to any Events of Bankruptcy, and provided Tenant has furnished evidence reasonably satisfactory to Landlord to confirm the financial condition of such assignee Tenant Successor, and further provided that Lender’s Consent (as defined and under the terms set forth above) to such release of liability has been obtained, then in such event Landlord will join with Tenant and its railway operations. In addition Tenant Successor in executing an instrument reasonably acceptable to its other Landlord by which (A) Tenant is released of all liability under this Lease accruing after the effective date of the assignment hereof to the Tenant Successor (the “Effective Transfer Date”), and (B) the Tenant Successor assumes all obligations of Tenant under this Lease. However, no such release instrument shall relieve Tenant of any indemnification obligations to Landlord under this Lease covering periods prior to the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated Effective Transfer Date unless assumed by the Tenant or any governmental authoritySuccessor with the consent of Landlord. Landlord and Tenant agree to use reasonable efforts to obtain the Lender’s Consent described above in Paragraphs 7(B) and 7(C). 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees We hereby agree to lease to the Tenant you, and the Tenant agrees you agree to lease from us, the Landlord Equipment. You authorize us to adjust the Lease Payments by not more than fifteen percent (15%) if the “Premises”): 1cost of the Equipment or taxes is more or less than the supplier’s estimate. for exclusive useYou promise to pay us according to the payment schedule shown above, sufficientin advance, adequate beginning on the day the Equipment is delivered and suitable space at thereafter until all amounts are paid. LEASE PAYMENTS MUST BE PAID EVEN IF THE EQUIPMENT IS DAMAGED, DESTROYED, STOLEN, OR NO LONGER USABLE AND ARE NOT SUBJECT TO SET-OFFs DEFENSE OR COUNTERCLAIM FOR ANY REASON WHATSOEVER. The total Initial Payment is due upon your signing of the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Lease. If any lease payment is not paid by the due date, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 you agree to pay a late charge of seven percent (the “Station Property”7%) for each payment, but in no event more than the Tenant’s technology and operational requirements as shown on and described in Schedule “A”maximum late charges allowed by law. In any eventYou agree to pay $25.00 for each check returned unpaid. Once we accept the Lease, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, you MAY NOT CANCEL it at any time of day or night, are necessarily incidental to during the Tenant’s railway operationsLease term. The Landlord has no objection Lease automatically renews for consecutive twelve month periods unless you, at least 60 days before the end of the term, send us a written notice that you do not want to such Emissions renew. Provided you are not in default, on written notice to us you may purchase the Equipment at the end of the Lease term at the purchase option stated plus all applicable taxes. WE WILL HAVE NO LIABILITIES TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES BASED UPON ANY WARRANTY OR STRICT LIABILITY OR OTHERWISE. At the end of the lease or renewal period, you will return the Equipment in the same condition as received, less normal wear and shall tear, to a location designated by us within 25 days and continue to make no complaint Lease payments until the Equipment is returned. You agree to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations prepay all crating and delivery costs and to abide by all safety regulations from time insure the Equipment being shipped for its full replacement value. You agree to time promulgated by the Tenant or any governmental authoritypay a documentation fee of $75.00. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ a) In consideration of ▇▇▇▇▇▇’s obligations hereunder, and subject to Section 2.01(c) below, Lessor hereby leases to Lessee, and ▇▇▇▇▇▇ hereby accepts, the Properties, “AS IS” and “WHERE IS” without representation or warranty by Lessor, except as otherwise set forth herein, and subject to the existing state of title, the parties in possession, any statement of facts which an accurate survey or physical inspection might reveal, and all Legal Requirements now or hereafter in effect. (b) During the Lease Term, only the Properties for which Commencement Date Memoranda have been executed are subject to this Lease. (c) Notwithstanding any other provision in this Lease, the Parties acknowledge that except for those provisions that are clearly intended by their terms to begin as of the Access Date, the enforceability of this Lease with respect to any Property, including ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ’s occupancy and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage acceptance of the space provided Property and the Lessor’s leasing obligations, shall only occur on the Base Rent Commencement Date and is expressly conditioned upon the Substantial Completion of the Improvements, and the issuance of a certificate of occupancy (temporary or permanent, as applicable) by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any relevant governmental or judicial authority authorities with respect to such EmissionsProperty. (d) The Base Rent Commencement Date for each Property shall be the date on which Lessee delivers to Lessor a Completion Notice for such Property certifying that Substantial Completion has been achieved and a Certificate of Occupancy (temporary or permanent, as applicable) has been issued, with a copy of such Certificate of Occupancy attached. If Lessor disputes that Substantial Completion has been achieved or that a Certificate of Occupancy has been issued, Lessor shall deliver to Lessee a written objection specifying in reasonable detail the factual basis therefor within ten (10) Business Days after receipt of the Completion Notice; failing which, Lessor shall be deemed to have accepted the Completion Notice and the Base Rent Commencement Date established thereby. If a timely objection is delivered, the dispute shall be submitted to an independent architect mutually selected by the Parties, which determination shall be rendered within twenty (20) Business Days after engagement. The Tenant non-prevailing Party shall not be responsible bear the costs of such determination. If the determination confirms that Substantial Completion was achieved and a Certificate of Occupancy was issued as of or prior to the Landlord for any damage to property or persons located on date of Lessee's delivery of the Station Property as a result Completion Notice, the Base Rent Commencement Date shall be the date of its railway operationssuch delivery and all obligations triggered thereby shall apply retroactively. In addition to its the event of any conflict between this Section 2.01(d) and any other obligations under provision of this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant Lease or any governmental authorityCommencement Date Memorandum, this Section 2.01(d) shall control. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject On completion we will grant a lease of the Unit to you substantially in the form of the Lease. You must sign one copy of the Lease where our conveyancer indicates that you must sign it. Your conveyancer must return your signed copy of the Lease to us on completion. If we are not the legal owner of the land on which the Unit is constructed we will make sure the company that is the legal owner enters into the Lease. We will ensure that any other person who is named as a party to the terms Lease enters into the Lease. If we have agreed or agree to grant a headlease of the residential parts of the development of which the Unit forms a part to a management company and conditions herein that headlease has been completed before the Landlord agrees grant of your Lease, the management company will grant you the Lease. Our conveyancer will charge you a fee for preparing the Lease that you must pay on completion. The amount of this fee is £150 plus VAT. You will use all reasonable endeavours to lease to register the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space Lease at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ Land Registry as soon as reasonably practicable after completion and being PID 25503160 (will provide us with a copy of the “Station Property”) official copies of the register of title for the Tenant’s technology and operational requirements as shown Unit on and described in Schedule “A”completion of that registration. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided You accept that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant we shall not be responsible to the Landlord you for any damage information or notices sent to property us where you have not procured registration of the Unit. We have an absolute discretion at any time prior to completion of the sale of the Unit to amend the provisions relating to the Principal Rent or persons located review the Rent (as defined and contained in the Lease) where such provisions are not in compliance with the terms of any member of the Council of Mortgage Lenders PROVIDED THAT such terms as amended are more favourable and not less favourable to you than the terms in the attached draft of the Lease We have supplied your conveyancer with a copy of the registered title to the Development and your purchase is subject to: all matters set out in that title (except charges to secure money); and all matters that are registrable in the local land charges register of the relevant local authority for the Unit. You confirm to us that your conveyancer has made all necessary inspections, enquiries, searches and investigations that may be relevant in respect of the Unit. The agreement to purchase the Unit is made solely on the Station Property as a result basis of its railway operationssuch inspections, enquiries, searches and investigations and that with the exception of: the replies by our conveyancers to preliminary enquiries raised by your conveyancers or in any general information sheet furnished by our conveyancers to your conveyancers to the extent that they are not capable of independent verification from any competent authority or statutory body; any statement or representation upon which prior to entering into this contract we have acknowledged in writing that the Buyer can rely upon you confirm that you are not relying on any information or representation (no matter in what format or by whom or when made) other than information disclosed pursuant to clause 14.1.1 or 14.1.2. This contract contains all of the terms of our agreement with you for such purchase. Any statement that we make can only be relied on if our conveyancer confirms it in writing to your conveyancer. In addition the unlikely event that we have made any fraudulent statements to its other obligations under you, nothing in this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant contract excludes or restricts any governmental authorityliability for such fraudulent statements. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the 3.2.1 Tenant agrees to lease keep and perform all obligations of the tenant under the Lease. Tenant agrees not to commit or permit any breach of the Lease. If Tenant shall default at the performance of any obligations of the Lease beyond applicable cure periods, if any, Lender may, at its option and after written notice to and receipt of consent from Landlord, with or without notice to Tenant, take any action necessary or desirable to cure the default. Tenant authorizes Lender to enter upon the Real Property for that purpose. 3.2.2 Tenant agrees to give immediate written notice to Lender of any default under the Lease within Tenant's knowledge, or the receipt by Tenant of any notice of default from Landlord and to furnish to Lender all information that Lender may request concerning the performance by Tenant of obligations of the tenant under the Lease. 3.2.3 Lender does not assume, nor shall it be deemed to have assumed or otherwise be responsible for, performance of any of the obligations of Tenant as Lessee under the Lease. 3.2.4 Tenant agrees that as long as this Mortgage is in effect, there shall be no merger of the Lease with the fee estate of the Real Property, by reason of the fact that the Lease may be held directly or indirectly by or for the account of any person who shall hold the fee interest in all or part of the Real Property or any interest of the Landlord (under the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”Lease. In the event Tenant acquires the fee title or any event, other interest in the location and square footage of the space provided Real Property covered by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedLease, provided unless Tenant furnishes to Lender evidence reasonably satisfactory to Lender that the Landlord may relocate leasehold estate and the Premises fee estate have not merged and the Lease retains priority over any encumbrances on the fee interest or other interest in the future Real Property (or that there are no such encumbrances), this Mortgage will attach to and cover and be a lien upon sixty (60) days’ prior written notice the fee title or such other interest so acquired and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocationfee title or other interest shall, without further assignment, mortgage or conveyance, become subject to the Tenant’s prior written approval which approval may not be unreasonably withheldlien of this Mortgage. 2. for use 3.2.5 Except as otherwise set forth in common with othersthe Lease, so long as this Mortgage is in effect, Tenant agrees that no surrender or termination of the common areas Lease, in whole or in part, shall be valid or effective. 3.2.6 Tenant agrees that if the Lease is terminated prior to the expiration of its term by reason of Tenant's default, and if, pursuant to any provision of the Station Lease, or otherwise, Lender or its designee shall acquire, from the Landlord, a new lease of the fee interest of the Property or any part of the Property, waiting roomTenant shall have no right, public washrooms (including handicap accessible washrooms) along with title or interest in the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Propertynew lease. 1.2 The parties agree 3.2.7 Tenant agrees that the Premises if any action or proceeding shall be in instituted to evict Tenant or to recover possession of the Location marked as VIA Designated Waiting Area Property or for any other purpose affecting the Lease or this Mortgage, Tenant will immediately deliver to Lender true copies of the complaint, summons, and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”all other pleadings and papers received by Tenant. 1.3 The Premises 3.2.8 Tenant shall be used by the Tenant only for the operation of rail passenger services pay, or reimburse Lender for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and related activities in the Station Property similar taxes imposed on Lender relating to the use currently operated Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the Tenant in the Station Property. 1.4 For greater certaintydirection of Lender, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible pay or reimburse Lender for such taxes 30 days after Lender gives notice to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityTenant. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject The presumption that this Lease should be more strictly construed against Landlord as the drafting party does not apply. (d) If any provision of this Lease is invalid or unenforceable, the remainder of this Lease will not be affected. Each separate provision of this Lease will remain valid and enforceable to the terms fullest extent permitted by Law. (e) This Lease binds not only Landlord and conditions herein the Landlord agrees to lease Tenant, but also their respective heirs, personal representatives, successors, and assigns (to the Tenant and extent assignment is permitted by this Lease). (f) This Lease is governed by the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage Laws of the space provided by state where the Landlord Property is located. (g) All references to "days" in this Lease are to calendar days. All references to "business days" in this Lease are to days that national banks are open for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises business in the future upon sixty (60) days’ prior written notice and upon paying city where the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject Property is located. All references to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, "date of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar this Lease" are to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located date appearing on the Station Property as a result cover page of its railway operations. In addition to its other obligations under this Lease, which is approximately the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by date on which Tenant executed this Lease. Time is of the Tenant or any governmental authorityessence. 1.5 The (h) Any liability or obligation of Landlord recognises that or Tenant under this Lease accrued, arising, or based on any act, omission, or other circumstance during the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek Term will survive the approval in writing expiration of the Tenant for any substantive changes Term or earlier termination of this Lease, including without limitation, obligations and liabilities (i) relating to the operation final adjustment of any estimated installments of the Base Rent Adjustment to the actual Base Rent Adjustment owed, (ii) relating to the condition of the Premises, such approval and (iii) arising under agreements in this Lease to indemnify, defend, or hold harmless. (i) The relationship created by this Lease is that of landlord and tenant. Landlord and Tenant are not partners or joint venturers, and neither has any agency powers on behalf of the other. Tenant is not a beneficiary of any other contract or agreement relating to be unreasonably withheld. The the Property to which Landlord may use the Station Property for be a party, and Tenant has no right to enforce any purposes but will ensure that the Station Property remains a railway station and will designate a portion such other contract or agreement on behalf of the Station Property to be used by the Tenant in the manner specified herein and that the itself, Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations, or any other party.

Lease. 1.1 Subject Buyer’s Company agrees to promptly provide Seller with a copy of any notice or demand the terms and conditions herein Buyer may receive from the Landlord. In the event the Landlord should allege any violation of the Lease by the Buyer’s Company, then the Buyer agrees to lease to promptly provide Seller with reasonalbe assurances that the Tenant alleged violation will be promptly cured and that the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) perid for the TenantBuyer’s technology and operational requirements as shown on and described in Schedule “A”. In cure will not exceed any event, the location and square footage of the space provided cure period demanded by the Landlord for or otherwise provided under the Premises shall be Lease. The Buyer understands and agrees that any failure to pay any sums due and payable under the Lease may impact the Seller’s credit. Accordingly, the Buyer agrees to give sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises prior notice to Seller in the future upon sixty (60) days’ prior written notice and upon paying event Buyer will not pay when due any sums owed to the costs of relocating all landlord under the Lease to permit Seller the opportunity to cure any such violation of the Tenant’s equipment into Lease before a default under the relocated premises with similar leasehold improvements as existed before Lease should occur. Seller reserves the relocationright, subject but shall have no duty, to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with otherscure any violation(s), or threatened violation(s), of the common areas Lease on behalf of the Station PropertyBuyer and at the Buyer’s expense and cost. In the event Seller cures any violation or threatened violation of the Lease or otherwise advances or expends any funds on the Buyer’s behalf with regards to the Lease after the Closing, waiting roomBuyer agrees to promptly reimburse any such expenditure or funds plus an administrative fee ten percent. Should Buyer fail to pay any sums to Seller as required pursuant to the above, public washrooms (within thirty days or when due, Buyer agrees to pay interest at the rate of one percent per month compounded and all of Seller’s collection costs, including handicap accessible washrooms) along with Seller’s reasonable attorney’s fees. In the Station Property lands i.e. event the lands within Landlord commences or threatens to commence any action to evict the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that Buyer from the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar or to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment otherwise to acquire possession of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to Premises from the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to Buyer under the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, Seller reserves the Landlord agrees not right to interfere with railway operations rescind the assignment, to cure Buyer’s default, and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing re-acquire possession of the Tenant for any substantive changes to Premises from the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsBuyer.

Lease. 1.1 Subject 12.1 Lease as a Condition Precedent. ------------------------------- Seller and Purchaser agree that a condition precedent to Purchaser's obligations under this Agreement shall be that Seller and Purchaser, on or before the terms expiration of the Inspection Period, have fully agreed upon the final form of a lease (the "Lease") with Seller, as tenant, and conditions herein Purchaser, as landlord, whereby Seller shall lease the Landlord entire Property, together with all of the Improvements located thereupon. The Lease will be executed by Seller and Purchaser at Closing. Purchaser agrees to lease furnish Seller with a proposed draft of the Lease by no later than ten (10) days following the Effective Date, and thereafter, the parties shall engage in good faith and diligent negotiations to agree upon the Tenant form of such Lease. In the event that Seller fails to deliver at Closing an executed counterpart of the Lease in the form agreed upon, then Purchaser shall be permitted to terminate this Agreement, in which event the Earnest Money, and if applicable, the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive useAdditional Earnest Money, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ be delivered to Purchaser, together with ▇▇▇ ▇▇▇▇▇ all interest accrued thereupon. The Lease negotiations shall commence with the use of a form of Lease prepared by Purchaser's counsel, but shall in any and all events contain the following terms: a. The term of the Lease shall commence on the Closing Date and shall terminate on the last day of the fifteenth (15th) lease year. b. The Lease shall be a so called "triple net" lease, such that the rent to which Purchaser, as landlord, is entitled, shall be absolutely net of all charges and expenses, associated with the Property and any Improvements located thereupon. Accordingly, Seller, as tenant under the Lease, shall pay Minimum Rent and all other costs incurred in connection with the Property, including without limitation, all expenses of any kid or nature incurred in connection with the operation, use, maintenance, repair or replacement of the Property and any Improvements located thereupon (including without limitation, the roof and structure of such Improvements), including without limitation, any costs to comply with any and all laws pertaining to the operation and condition of the Property and any improvements located thereupon. c. The Minimum Rent shall be as follows: Lease Year Monthly Rent Annual Rent Annual Rent/SF ----------------------------------------------------------- 1-5 $39,171.92 $470,063.00 $11.00 6-10 $43,249.00 $518,988.00 $12.14 11-15 $47,750.00 $573,004.00 $13.41 d. Seller, as tenant, shall have two (2) five (5) year renewal options at 95% of the then current market "triple net" rent. Seller, as tenant, must give notice to renew not later than 180 days prior to the expiration of the then current Lease Term. e. Seller, as tenant, shall pay all real estate taxes directly to the taxing authority, and provide Purchaser, as landlord, with evidence of such payment. Seller, as tenant, shall also maintain all insurance coverages required by Purchaser, as landlord, (or Purchaser's lender) including without limitation so-called "special form" coverage in an amount equal to at least the full replacement cost, rent loss/business interruption insurance, commercial general liability insurance with liability limits of at least $5,000,000.00, and worker's compensation insurance, as and to the extent such worker's compensation insurance is required by applicable law. (1) At such time as Purchaser desires to commence marketing the Property for sale to third parties, Purchaser shall present Seller with a written offer to sell the Property to Seller at the price Purchaser intends to list the Property for sale (the "Listing Price"). Seller shall thereafter have the right, by written notice to Purchaser delivered no later than fifteen (15) days following Seller's receipt of Purchaser's written notification of the Listing Price, to either (i) accept the Listing Price, (ii) reject the Listing Price, and present Purchaser with a counteroffer price (the "Counteroffer Price"), which Counteroffer Price shall contemplate Net Transaction Terms (as such term is hereinafter defined) if the Listing Price presented by Purchaser to Seller contemplates such Net Transaction Terms, or (ii) reject the Listing Price without presenting Purchaser with any counteroffer price. Failure of Seller to respond in writing within the aforesaid fifteen (15) day period shall be deemed to be a rejection by Seller of the Listing Price, without presenting any counteroffer price, and Purchaser shall thereafter be free to market and sell the Property to third parties without any restrictions except for (i) Seller's rights under this subparagraph shall apply to subsequent sales by any future owners of the Property, (ii) Seller's Price Protection Right of First Refusal (as hereinafter defined) and (iii) Seller's right to repurchase the Property pursuant to Section 12 (g) of this Agreement. In the event that Seller accepts the Listing Price, or in the event Purchaser accepts the Counteroffer Price, Seller shall be obligated within three (3) business days thereof, to deposit the sum of Fifty Thousand and No/100 Dollars ($50,000.00) as non-refundable, but applicable earnest money, with Republic Title of Texas, Inc., ▇▇▇ ▇▇▇▇▇he closing for such sale by Purchaser to Seller shall occur no later than forty- five (45) days following the date of Purchaser's receipt of Seller's written acceptance of the Listing Price or if applicable, ▇▇ and being PID 25503160 Seller's receipt of Purchaser's written acceptance of the Counteroffer Price (the “Station "Closing Period"). During the initial thirty (30) days of the Closing Period, Seller shall have the right to review and approve a current Title Commitment of the Property”, legible copies of all documents of record listed in the Title Commitment as exceptions to title of the Property and a current Survey of the Property, it being understood and agreed that (a) for such title and survey matters as existed as of the Tenant’s technology date of Purchaser's closing on the acquisition of the Property from Seller, (b) such title and operational requirements survey matters as shown Seller may thereafter have approved in writing, (c) such additional title and survey matters which arise out of Seller's use of the Property and/or construction of the Additional Seller Improvements (as hereinafter defined) and (d) such title and survey matters as Purchaser agrees in writing to cure shall be deemed acceptable to Seller (collectively, the "Permitted Exceptions"). Further, in connection with such sale, the Property shall be conveyed by Purchaser to Seller on and described an "as is, where is" basis without any representation or warranty whatsoever (other than the limited representation as to title to be contained in Schedule “A”the deed), subject only to the Permitted Exceptions. In any eventthe event the Listing Price presented by Purchaser to Seller contemplates Net Transaction Terms, and such is the location and square footage basis upon which Purchaser intends to market the Property for sale to third parties, then Seller's acquisition of the space provided Property shall be pursuant to the Net Transaction Terms (with the term "Net Transaction Terms being defined as purchase price to Purchaser being net of any and all closing costs (including without limitation, brokerage commissions and title insurance fees), all of which shall be the responsibility of Seller (as purchaser), and Seller (as purchaser) shall also be obligated to either assume any then existing mortgage financing on the Property and pay all assumption costs in connection therewith, or pay off any then existing mortgage financing on the Property and pay any prepayment penalties or other similar charges required in connection with extinguishing such mortgage financing. In the event that the Listing Price presented by Purchaser to Seller does not contemplate the Net Transaction Terms, then the closing costs relating to such transaction shall be borne by the Landlord for parties in the Premises following manner: Seller shall be sufficient responsible for any updates to the Tenant’s requirements as identified in Schedule A attachedSurvey, provided that any special endorsements to the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice Owner's Policy of Title Insurance, and upon paying for the costs of relocating all Seller's own legal fees. Purchaser shall be responsible for the costs of the Tenant’s equipment into basic premium for the relocated premises Owner's Policy of Title Insurance, any costs and fees due and payable to its lender or other parties to remove any monetary liens from the Property and the cost of its own legal fees. All other closing costs shall be borne by the party incurring the same. (2) In the event that Seller rejects the Listing Price, and presents Purchaser with similar leasehold improvements a Counteroffer Price which is not accepted by Purchaser, then in the event Purchaser desires, during the one hundred eighty (180) day period following Purchaser's receipt of the Counteroffer Price, to sell the Property to a third party for a purchase price which is less than ninety five percent (95%) of the Counteroffer Price (the "Proposed Subsequent Transaction"), Purchaser shall be obligated to provide Seller with written notice of such Proposed Subsequent Transaction, and Seller shall have a right of first refusal ("Seller's Price Protection Right of First Refusal") to purchase the Property at a price equal to the Counteroffer Price, which Seller's Price Protection Right of First Refusal must be exercised, if at all, by no later than seven (7) business days following Seller's receipt of written notice from Purchaser of the Proposed Subsequent Transaction. Failure of Seller to exercise such Seller's Price Protection Right of First Refusal within seven (7) business days shall be deemed a waiver of such Seller's Price Protection Right of First Refusal. In the event that Seller exercises Seller's Price Protection Right of First Refusal, Seller shall be obligated within three (3) business days thereof, to deposit the sum of Fifty Thousand and No/100 Dollars ($50,000.00) as non-refundable, but applicable earnest money, with Republic Title of Texas, Inc., and the closing for such sale by Purchaser to Seller shall occur no later than forty-five (45) days following the date of Purchaser's receipt of Seller's written exercise thereof (the "Closing Period"). During the initial thirty (30) days of the Closing Period, Seller shall have the right to review and approve a current Title Commitment of the Property, legible copies of all documents of record listed in the Title Commitment as exceptions to title of the Property and a current Survey of the Property it being understood and agreed that (a) such title and survey matters as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, as of the common areas date of Purchaser's closing on the acquisition of the Station PropertyProperty from Seller, waiting room(b) such title and survey matters as Seller may thereafter have approved in writing, public washrooms (including handicap accessible washroomsc) along with such additional title and survey matters which arise out of Seller's use of the Station Property lands i.e. and/or construction of the lands within the boundaries of PID 25503160 Additional Seller Improvements (as hereinafter defined) and outside the Station Property. 1.2 The parties agree that the Premises (d) such title and survey matters as Purchaser agrees in writing to cure shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar deemed acceptable to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions Seller (collectively, “Emissions”) the "Permitted Exceptions"). Further, in connection with such sale, the Property shall be conveyed by Purchaser to Seller on an "as is, where is" basis without any representation or warranty whatsoever (other than the limited representation as to title to be contained in the deed), subject only to the Permitted Exceptions. In the event the Listing Price presented by Purchaser to Seller contemplates Net Transaction Terms, and such is the basis upon which may affect Purchaser intends to market the use and enjoyment Property for sale to third parties, then Seller's acquisition of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental Property shall be pursuant to the Tenant’s railway operationsNet Transaction Terms (with the term "Net Transaction Terms being defined as purchase price to Purchaser being net of any and all closing costs (including without limitation, brokerage commissions and title insurance fees), all of which shall be the responsibility of Seller (as purchaser), and Seller (as purchaser) shall also be obligated to either assume any then existing mortgage financing on the Property and pay all assumption costs in connection therewith, or pay off any then existing mortgage financing on the Property and pay any prepayment penalties or other similar charges required in connection with extinguishing such mortgage financing. The Landlord has no objection In the event that the Listing Price presented by Purchaser to Seller does not contemplate the Net Transaction Terms, then the closing costs relating to such Emissions and transaction shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant be borne by the parties in the following manner: Seller shall not be responsible for any updates to the Landlord Survey, any special endorsements to the Owner's Policy of Title Insurance, and for the costs of Seller's own legal fees. Purchaser shall be responsible for the costs of the basic premium for the Owner's Policy of Title Insurance, any damage costs and fees due and payable to property its lender or persons located on other parties to remove any monetary liens from the Station Property as a result and the cost of its railway operationsown legal fees. All other closing costs shall be borne by the party incurring the same. In addition the event Purchaser does not sell the Property within one (1) year following Purchaser's receipt of the Counteroffer Price, Purchaser shall be required to its other obligations under this Lease, follow the Landlord agrees not procedure outlined in Section 12 (f) (1) above in the event Purchaser desires to interfere with railway operations and attempt to abide by all safety regulations from time to time promulgated by sell the Tenant or any governmental authorityProperty again. 1.5 The Landlord recognises that g. Seller shall have the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek option to repurchase the approval in writing Property at the end of the Tenant for any substantive changes fifth (5th) Lease Year at a purchase price equal to the operation greater of (i) 105% of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion fair market value of the Station Property to be used established pursuant to MAI appraisals (which shall take into consideration that the Property is leased to a credit tenant, and which shall take into consideration the purchase of the Property as part of a like kind exchange, on the part of the buyer, pursuant to Section 1031 of the Internal Revenue Code) or (ii) $5,800,000.00. The appraisal process shall provide for each of Seller and Purchaser obtaining separate appraisals, and then presenting such separate appraisals to a third independent appraiser mutually selected by Purchaser and Seller, who shall appraise the Tenant Property and then select the appraisal of Purchaser or Seller which is closest to such third appraiser's appraisal. In the event Seller has elected to construct additional improvements to the Property at its own cost pursuant to its rights to do so under the Lease (the "Additional Seller Improvements"), the appraisers shall be instructed to exclude the value attributable to the Additional Seller Improvements from the scope of the appraisal, such that the appraised value does not attribute any value to the Additional Seller Improvements. In order for Seller to exercise its repurchase option under this subparagraph, Seller shall be obligated to deliver written notice of such exercise by no later than 120 days (but no earlier than 240 days) prior to the expiration of the fifth (5th) Lease Year, and Seller shall be obligated within three (3) business days thereof, to deposit the sum of Fifty Thousand and No/100 Dollars ($50,000.00) as non- refundable, but applicable earnest money, with Republic Title of Texas, Inc. ▇▇▇ ▇losing for such repurchase shall occur prior to the earlier to occur of (i) forty-five (45) days after the date the purchase price has been determined as set forth in this Section 12 (g) or (ii) the date upon which the expiration of the fifth (5th) Lease Year shall occur (the "Closing Period"). During the initial thirty (30) days of the Closing Period, Seller shall have the right to review and approve a current Title Commitment of the Property, legible copies of all documents of record listed in the manner specified herein Title Commitment as exceptions to title of the Property and a current Survey of the Property, it being understood and agreed that (a) such title and survey matters as existed as of the Landlord’s date of Purchaser's closing on the acquisition of the Property from Seller, (b) such title and survey matters as Seller may thereafter have approved in writing, (c) such additional title and survey matters which arise out of Seller's use of the Station Property and/or construction of the Additional Seller Improvements (as hereinafter defined) and (d) such title and survey matters as Purchaser agrees in writing to cure shall be deemed acceptable to Seller (collectively, the "Permitted Exceptions"). Further, in connection with such repurchase, the Property shall not cause be conveyed by Purchaser to Seller on an adverse effect upon as is, where is basis without any representation or warranty whatsoever (other than the Tenant’s operations.limited re

Lease. 1.1 Subject For the purposes hereof, any deductible or other self-insurance by the Landlord shall be considered a part of the net insurance proceeds available for restoration. However, if the Premises, such access and the Garage shall be substantially damaged or destroyed by fire, windstorm, or otherwise within the last year of the Term of this Lease, as the same has been extended, either party shall have the right to terminate this Lease, provided that notice thereof is given to the other party not later than sixty (60) days after such damage or destruction; provided, however, that if Landlord has so exercised such option and if Tenant then has a right under this Lease to extend the term of this Lease then Tenant may render Landlord's exercise of such right of termination nugatory and of no force or effect provided that Tenant gives Landlord notice exercising such right of extension within ten (10) business days after its receipt of Landlord's notice of termination; and further provided that if only portions of the Premises have been damaged (on a floor by floor basis) and the access to such portions of the Premises have not been damaged Tenant shall have the right to occupy the portions of the Premises not so damaged for the remainder of what would have been the term of this Lease upon all the terms and conditions herein hereof but such occupancy must be on a floor by floor basis for any floor not so damaged. If said right of termination is exercised, this Lease and the term hereof shall cease and come to an end as of the date of said damage or destruction. Further, if the Premises, such access and the Garage shall be substantially damaged or destroyed by fire or casualty and the Landlord agrees shall fail to lease commence the restoration thereof within sixty (60) days after the date of such damage or destruction (such 60 day period to be extended to the extent necessary for the Landlord to obtain insurance proceeds and building permits to effect such restoration and to the extent of any Landlord's Force Majeure), then Tenant may elect to terminate this Lease by notice to Landlord given before the Landlord has commenced such work and the Tenant agrees to lease from termination shall take effect unless Landlord commences such work within thirty (30) days after such notice; and if after having commenced such restoration work, the Landlord shall fail to substantially complete such work within 270 days after its commencement, such 270-day period to be extended for up to ninety (90) days to the “Premises”): 1extent of delays due to Landlord's Force Majeure, then Tenant may elect to terminate this Lease by notice to Landlord given before Landlord shall have so completed such work and such termination shall take effect unless Landlord so completes such work within thirty (30) days after such notice. for exclusive useUnless this Lease is terminated as provided in this Section 11.2, sufficientor in Section 11.4, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for if the Premises shall be sufficient for damaged or destroyed by fire or other casualty, then the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate Tenant shall (i) repair and restore all portions of the Premises in not required to be restored by Landlord pursuant to this Article XI to substantially the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all condition which such portions of the Tenant’s equipment into Premises were in at the relocated premises with similar leasehold improvements as existed before the relocationtime of such casualty, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washroomsii) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that equip the Premises shall be in the Location marked as VIA Designated Waiting Area with trade fixtures and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only all personal property -40- necessary or proper for the operation of rail passenger services the Tenant's business, and related activities (iii) open for business in the Station Property similar to the use currently operated by the Tenant in the Station PropertyPremises - as soon thereafter as possible. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject the trustee or receiver shall notify Landlord in writing of its election within thirty (30) days after an order for relief in a liquidation action or within thirty (30) days after the commencement of any action. Within thirty (30) days after court approval of the assumption of this Lease, the trustee or receiver shall cure (or provide adequate assurance to the terms reasonable satisfaction of Landlord that the trustee or receiver shall cure) any and conditions herein all previous defaults under the unexpired Lease and shall compensate Landlord agrees to lease for all actual pecuniary loss and shall provide adequate assurance of future performance under said Lease to the reasonable satisfaction of Landlord. Adequate assurance of future performance as used herein, includes, but shall not be limited to: (i) assurance of source and payment of rent, and other consideration due under this Lease; (ii) assurance that the assumption or assignment of this Lease will not breach substantially any provision, such as a radius, location, use, or exclusivity provision, in any agreement relating to the above-described Premises. Nothing contained in this section shall affect the existing right of Landlord to refuse to accept an assignment upon commencement of or in connection with a bankruptcy, liquidation, reorganization, or insolvency action or an assignment of Tenant and for the benefit of creditors or other similar act. Nothing contained in this Lease shall be construed as giving or granting or creating an equity in the demised Premises to Tenant. In no event shall the leasehold estate under this Lease, or any interest therein be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of Landlord. In no event shall this Lease or any rights or privileges hereunder be an asset of Tenant agrees under any bankruptcy, insolvency or reorganization proceedings. The failure to lease perform or honor any covenant, condition or representation made under this Lease shall constitute a default hereunder by Tenant upon expiration of the appropriate grace period hereinafter provided. Tenant shall have a period of five (5) days from the date of written notice from Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In within which to cure any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises default in the future upon sixty payment of rental or adjustment thereto. Tenant shall have a period of thirty (6030) days’ prior days from the date of written notice and upon paying from Landlord within which to cure any other default under this Lease; provided, -------- however, that if the costs nature of relocating all of tenant's failure is such that more than thirty ------- (30) days is reasonably required to cure the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocationsame, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible in default so long as Tenant commences performance within such thirty (30) day period and thereafter prosecutes the same to completion. Upon an uncured default of this Lease by Tenant, Landlord shall have the following rights and remedies in addition to any other rights or remedies available to Landlord at law or in equity. (a) The rights and remedies provided for any damage by California Civil Code Section 1951.2, including but not limited to, recovery of the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of rental loss for the same period that tenant proves could be reasonably avoided, as computed pursuant to subsection (b) of said Section 1951.2. Any proof by Tenant under subparagraphs (2) and (3) of Section 1951.2 of the California Civil Code of the amount of rental loss that could be reasonably avoided shall be made in the following manner. Landlord and tenant shall each select a licensed real estate broker in the business of renting property or persons located on of the Station Property same type and use as the Premises and in the same geographic vicinity. Such two real estate brokers shall select a result third licensed real estate broker, and the three licensed real estate brokers so selected shall determine the amount of the renal loss that could be reasonably avoided from the balance of the term of this Lease after the time of award. The decision of the majority of said licensed real estate brokers shall be final and binding upon the parties hereto. (b) The rights and remedies provided by California Civil Code Section which allows Landlord to continue the Lease in effect and to enforce all of its railway operations. In addition to its other obligations rights and remedies under this Lease, including the right to recover rent as it becomes due, for so long as Landlord agrees does not terminate Tenant's right to interfere with railway operations and possession; acts of maintenance or preservation, efforts to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of relet the Premises, such approval not to be unreasonably withheld. The Landlord may use or the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.appointment

Lease. 1.1 Subject to Lease dated between , as original or successor landlord (“Landlord”), and (“Tenant”), as the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord same may have been amended by (the “Lease”) Premises”):: Commencement Date: Expiration Date: Current Monthly Base Rent: $ Current Monthly Additional Rent: $ Security Deposit: $ Monthly Base Rent Paid Through: , 200 Monthly Additional Rent Paid Through: , 200 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements Except as shown may be set forth on and described in Schedule Exhibit “A”” hereto, Tenant is in sole possession of and is occupying the Premises. In Except as may be set forth on Exhibit “A” hereto, Tenant has not subleased all or any event, the location and square footage part of the space provided by Premises or assigned the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedLease, provided that the Landlord may relocate the Premises or otherwise transferred its interest in the future upon sixty (60) days’ prior written notice and upon paying Lease or the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheldPremises. 2. for use The Lease is currently in common with otherseffect and constitutes the entire agreement between Landlord and Tenant. The Lease has not been amended, modified, or changed, whether in writing or orally, except as may be stated in the Lease. 3. To Landlord’s knowledge, the Commencement Date and Expiration Date of the common areas term of the Station PropertyLease are correctly stated above. Tenant has no options or rights and has not exercised any options or rights to renew, waiting roomextend, public washrooms (including handicap accessible washrooms) along amend, modify, or change the term of the Lease, except as may be stated in the Lease. 4. The current monthly Base Rent under the Lease and the current monthly Additional Rent under the Lease are correctly stated above. Monthly Base Rent and monthly Additional Rent have been paid through the respective dates stated above. No rent has been prepaid for more than one month. Tenant has not been given any free rent, partial rent, rebates, rent abatements, or rent concessions of any kind, except as may be stated in the Lease. 5. Tenant has deposited the Security Deposit stated above with Landlord, and except as may be set forth on Exhibit “B” hereto none of the Security Deposit has been applied by Landlord to the payment of rent or any other amounts due under the Lease. 6. To Landlord’s knowledge, any construction, build-out, improvements, alterations, or additions to the Premises required under the Lease have been fully completed in accordance with the Station Property lands i.e. plans and specifications described in the lands within the boundaries of PID 25503160 and outside the Station PropertyLease. 1.2 The parties agree that 7. To Landlord’s knowledge, Landlord has fully performed all of its obligations under the Premises Lease and is not in default under any term of the Lease. In addition, to Landlord’s knowledge, no circumstances exist under which Landlord may be deemed in default merely upon service of notice or passage of time. 8. Tenant has not currently asserted to Landlord and, to Landlord’s knowledge, Tenant has no defenses, set-offs, or counterclaims to the payment of rent and all other amounts due from Tenant to Landlord under the Lease. 9. Tenant has not been granted and has not exercised any options or rights of expansion, purchase, or first refusal concerning the Lease or the Premises, except as may be stated in the Lease. 10. To Landlord’s knowledge, Tenant has not filed and is not the subject of any filing for bankruptcy or reorganization under federal bankruptcy laws. All references herein to the “knowledge of Seller” or “to Seller’s knowledge” shall have the same meaning and shall be subject to the same qualifications as set forth in Section 4.2 of the Location marked as VIA Designated Waiting Area Agreement. This certificate shall terminate and approximately 50 square feet be of no further force and effect, and Seller shall have no further liability hereunder, upon the receipt by you or your successors and assigns of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by duly executed Tenant Estoppel Certificate from the Tenant only for under the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority Lease with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property matters herein contained, all as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval set forth in writing Section 6.1(d) of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsAgreement.

Lease. 1.1 Subject price The Lessee must always pay the amounts owed on time. The lease installments indicated in the Lease Contract must always be paid to DirectLease’s bank account before the terms and conditions herein first day of the Landlord agrees month in question. The other amounts owed must be paid within 14 days of the invoice date. The Lessee hereby authorizes the Lessor to lease to collect any amounts owed from its bank account, in accordance with the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1bank giro– business collection guidelines. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any eventFor every non-timely payment, the location and square footage Lessee shall owe the Lessor interest of one percent per month on the space provided amount not or not timely paid. Moreover, the Lessor may increase the amount owed by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedlegal costs, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying including the costs of relocating all attorneys, even insofar as these exceed the court-approved scale of costs, and any out-of-court costs which the Lessor has reasonably incurred, with a minimum of DirectLease to order one or more objects and has then 15 percent of the Tenant’s equipment amount owed. The Lessee shall not be undertaken to conclude a Lease Contract with DirectLease, subsequently does not take possession of these objects, the Lessee must compensate DirectLease for any damage which it suffers because of this. 1.2. The lease concerning a Car, which shall be specified in the Lease Contract, shall always be entered into for the relocated premises with similar leasehold improvements as existed before the relocationperiod/number of kilometers, at a lease price and subject to the Tenant’s prior written approval which approval may not be unreasonably withheldother conditions stated in that Lease Contract. 21.3. for use If a provision stated in common with othersthe Lease Contract deviates from the provisions in this Master Agreement, the provision in the Lease Contract shall prevail. 1.4. Upon delivery of the common areas Car, the Lessee, or, on the Lessee’s behalf, the driver, to whom authorization has been granted, must sign an acknowledgment of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Propertyreceipt. 1.2 The parties agree 1.5. Upon signing the Lease Contract, the Lessee shall always confirm that the Premises shall be Car furnished to it is in good condition, is in entitled to suspend payments in whole or in part or to terminate the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certaintylease agreement if, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition circumstances attributable to its other obligations under this Leasethe Lessee or not, the Landlord agrees Car cannot to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property utilized; this shall not cause an adverse effect upon affect the TenantLessee’s operationspayment obligations at all.

Lease. 1.1 Subject Charge The lease charges for the Equipment leased pursuant to this Lease Agreement shall be the aggregate "Monthly Lease Charge(s)" as set forth on each and every Lease Schedule executed pursuant hereto (the aggregate "Monthly Lease Charge(s)" are the "Lease Charges"). Lessee agrees to pay to Lessor the Lease Charges in accordance with the Lease Schedule(s), and the payments shall be made at Lessor's address indicated thereon. The Lease Charges shall be paid by Lessee monthly in advance with the first full month's payment due on the Commencement Date. If the Installation Date does not fall on the first day of a month, then the Lease Charge for the period from the Installation Date to the terms Commencement Date (the "Interim Period") shall be an amount equal to the "Monthly Lease Charge" divided by thirty (30) and conditions herein multiplied by the Landlord number of days from and including the Installation Date to the Commencement Date, and such amount shall be due and payable upon receipt of an invoice from Lessor (the "Interim Lease Charge"). Charges for taxes made in accordance with Section 6 below, and all other charges made under any other provision of this Lease Agreement and payable by Lessee, shall be paid to Lessor at Lessor's address specified on the Lease Schedule(s) on the date specified in invoices delivered to Lessee. If payment as specified above is not received by Lessor on the due date, Lessee agrees to lease and shall, to the Tenant and fullest extent permitted by law, pay on demand, as a late charge, an amount equal to ten (10%), or the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided maximum percentage allowed by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with otherslaw if less, of the common areas of the Station Property, waiting room, public washrooms amount past due (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises "Late Charges"). Late Charges shall be in charged and added to any past due amount on the Location marked as VIA Designated Waiting Area date such payment is due. Late Charges and approximately 50 square feet attorneys' fees necessary to recover Lease Charges and Late Charges (if any) are an integral part of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises this Lease Agreement. Lessee acknowledges and agrees that its obligations to pay Lease Charges and Late Charges (if any) and all other sums payable hereunder shall be used by the Tenant only for the operation of rail passenger services absolute and related activities unconditional in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certaintyall events, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible subject to any abatement, reduction, set-off, defense, counterclaim or recoupment due or alleged to be due by reason of any past, present or future claims Lessee may have against Lessor, the Landlord manufacturer, vendor or maintainer of the Equipment, Lessor's assigns, or any other person or entity for any damage reason whatsoever. Without limiting the generality of the foregoing, no representation by the manufacturer or vendor shall in any way affect Lessee's duty to property or persons located on the Station Property as a result of its railway operations. In addition to pay Lease Charges and Late Charges (if any) and perform its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityhereunder. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject All work with respect to any Alterations shall be performed in a good and workmanlike manner, shall be of a quality equal to or exceeding the then existing construction standards for the Project and must be of a type, and the floors and ceilings must be finished in a manner, customary for general office use. Alterations shall be diligently prosecuted to completion to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree end that the Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto and if interior improvements installed in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used removed, Tenant shall either replace same with interior improvements of the same or better quality or repair the damage caused by the Tenant only for removal so the operation of rail passenger services and related activities Premises is in good condition. Landlord hereby reserves the right to require any contractor or mechanic working in the Station Property similar Premises to provide lien waivers and liability insurance covering the Alterations to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operationsPremises. In addition to the foregoing, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by the Landlord covering the construction of such Alterations, and such other obligations under insurance as the Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 14(a) of this Lease immediately upon completion thereof. Prior to the performance of any Alterations, Tenant shall allow Landlord to enter the Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Alterations. All Alterations shall remain in and be surrendered with the Premises as a part thereof at the expiration or earlier termination of this Lease, without disturbance, molestation or injury; provided, however, that all of Tenant’s personal property, including furniture, trade fixtures, and equipment, may be removed by Tenant at any time during the Term. Landlord agrees may not require Tenant to interfere with railway operations and to abide by all safety regulations from time to time promulgated by remove any Alterations (including cabling) or the Tenant or any governmental authority. 1.5 The Landlord recognises that Improvements from the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect Premises upon the Tenant’s operationsexpiration or earlier termination of this Lease.

Lease. 1.1 Subject Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the terms Premises described in the Basic Lease Information, and depicted on Exhibit A attached hereto, upon and subject to all of the terms, covenants and conditions herein set forth. All corridors and restroom facilities located on any full floors leased by Tenant hereunder shall be considered part of the Premises. Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants and conditions. Except as otherwise specifically set forth in this Lease, Tenant accepts the Premises in its “as is” state of repair and condition, and, except as otherwise specifically set forth in this Lease, it is specifically agreed that Landlord agrees has made no representations to lease Tenant regarding the condition of the Premises or the Building. Notwithstanding anything to the contrary contained herein, upon the date upon which Landlord Substantially Completes the Base Building Core and Shell Work, the roof of the Building shall be water tight and all Building Systems (as defined in Paragraph 7.A below) shall be in good working order. Except to the extent caused by the acts or omissions of Tenant and or any agents, employees, contractors, representatives or invitees of Tenant or by any alterations or improvements performed by or on behalf of Tenant (including, without limitation the Tenant agrees Improvements), if, at any time during the ten (10) month period following the date upon which Landlord Substantially Completes the Base Building Core and Shell Work (such period is hereinafter referred to lease from the Landlord (as the “PremisesWarranty Period”): 1), the Building Systems are not in good working order and/or the roof of the Building is not watertight, and Tenant provides Landlord with notice of the same on or before the end of the Warranty Period, Landlord shall be responsible for repairing or restoring the same at Landlord’s sole cost (subject to reimbursement in connection with any applicable contractor warranties and/or guarantees). for exclusive Tenant’s lease of the Premises shall include the right to use, sufficientin common with others and subject to the other provisions of this Lease, adequate the public lobbies, entrances, stairs, elevators and suitable space other public portions of the Building, all as may be designated by Landlord from time to time. The Building shall include bike parking with a capacity of at least forty-eight (48) bicycles, showers and lockers on the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ground Floor of the Building (such bicycle parking, ▇▇▇▇▇▇▇, ▇▇ showers and being PID 25503160 (lockers are hereinafter referred to as the “Station PropertyGround Floor Tenant Amenities”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage exclusive use of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedBuilding tenants, provided that Tenant’s right to use the Landlord may relocate Ground Floor Tenant Amenities shall be suspended during any violation of Landlord’s reasonable rules and regulations for the Ground Floor Tenant Amenities (the “Ground Floor Tenant Amenities Rules and Regulations”) by Tenant or any of Tenant’s agents, employees, contractors, representatives or invitees until such violation is corrected (to Landlord’s reasonable satisfaction). All of the exterior windows and outside walls of the Premises and any spaces in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s Premises used for shafts, stacks, pipes, conduits, ducts, electrical equipment into the relocated premises with similar leasehold improvements as existed before the relocationor other utilities or Building facilities are reserved solely to Landlord and, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with othersParagraph 18 below, Landlord shall have a right of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that access through the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation purpose of rail passenger services operating, maintaining and related activities in repairing the Station Property similar same. Notwithstanding anything to the use currently operated by the Tenant in the Station Property. 1.4 For greater certaintycontrary herein, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The any obligations of Tenant shall not be responsible applicable to the Landlord for any damage to property or persons located on “Premises” from and after the Station Property as a result of its railway operations. In addition to its other obligations under this LeaseCommencement Date, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes references to the operation of “Premises” shall be deemed to include a particular Floor only once the Premises, Commencement Date for such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsFloor has occurred.

Lease. 1.1 Subject Landlord and Tenant shall enter into the Lease for such Expansion Space within thirty (30) days after Tenant’s exercise of the Expansion Option with respect to such Expansion Space. Landlord and Tenant shall enter into a separate Lease with respect to each exercise of the Expansion Option by Tenant. The Lease shall provide for the same terms, conditions, agreements and provisions as the Related Lease to the extent applicable as applied to the Expansion Space, except as follows. (a) If Tenant exercises the Expansion Option with respect to a First Right of Refusal Notice provided within the first eighteen (18) months of the Lease Term of the Related Premises under the Related Lease, the Basic Rent (exclusive of any increases by reason of Section 3 of the Work Letter attached to the Related Lease, unless Tenant utilizes such additional funds with respect to such Expansion Space) shall be the same rate per square foot of Floor Area per annum then in effect for the Related Premises (including subsequent annual increases as defined in the Summary of the Related Lease), the Lease Term for the Expansion Space shall commence upon the date specified in the First Right of Refusal Notice (or such later date as such Expansion Space is actually delivered to Tenant), and shall be co-terminus with the Lease Term for the Related Premises under the Related Lease, and the Tenant Improvement Allowance for the Expansion Space shall be prorated based upon the number of months remaining in the initial Lease Term of the Related Premises under the Related Lease, as compared to the total number of months in the initial Lease Term under the Related Lease (which is one hundred twenty (120) months). The construction of the Tenant Improvements for the Expansion Space shall be subject to the terms and conditions herein provided in the Work Letter to the Related Lease. (b) If Tenant exercises the Expansion Option with respect to a First Right of Refusal Notice provided after the first eighteen (18) months of the Lease Term of the Related Premises under the Related Lease, the First Right of Refusal Notice shall include the Basic Rent, the Lease Term, Tenant Improvement Allowance, if any, and the other terms and conditions upon which Landlord agrees is willing to lease the Expansion Space to a bona fide third party. If Tenant exercises the Expansion Option with respect to a First Right of Refusal Notice provided after the first eighteen (18) months of the Lease Term of the Related Premises under the Related Lease the terms and conditions specified in the First Right of Refusal Notice shall apply; provided, however, the Lease Term of the Expansion Space shall be co-terminus with the Lease Term for the Related Premises under the Related Lease and any Tenant Improvement Allowance and other concessions shall be prorated based upon the number of months remaining in the initial Lease Term of the Related Premises under the Related Lease as compared to the Tenant and total number of months in the Lease Term for which Landlord is willing to lease the Expansion Space to such third party (as stated in the First Right of Refusal Notice). Notwithstanding the foregoing, if the Lease Term provided in the First Right of Refusal Notice ends prior to the Lease Term of the Related Premises under the Related Lease, the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate Improvement Allowance and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may other concessions will not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 reduced and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet amount set forth in the First Right of a room for VIA technology as shown in Schedule “A”Refusal Notice. 1.3 (c) The Premises Termination Fee in the Termination Option shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions adjusted as follows: (collectively, “Emissions”i) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible required to pay the fixed amount provided in Section 5(i) of the Addendum to the Landlord Related Lease, and (ii) the unamortized leasing costs to be paid by Tenant, as provided in Section 5(ii) of the Addendum to the Related Lease, shall be based upon the actual leasing costs for any damage the Expansion Space. (d) The number of unassigned parking spaces allocated to Tenant, pursuant to Section 13 of the Summary to the Lease, shall be adjusted for the Expansion Space based upon a ratio of 5.0 parking spaces per 1,000 square feet of Floor Area of the Expansion Space. Tenant’s Pro Rata Share, pursuant to Section 6 of the Summary to the Lease, shall be adjusted for the Expansion Space based upon the Floor Area of the Expansion Space as compared to the Floor Area of the Building and Project, respectively, of which the Expansion Space is a part. The Lease shall not contain the Rental Abatement provided in Section 2 of the Addendum to the Related Lease. The Lease shall not contain the Expansion Option provided in Section 7 of the Addendum to the Related Lease. (e) The definition of the Project, pursuant to Section 2.7 of the Lease, shall be the real property or persons located comprising all of the Option Space. The Lease shall also contain the modifications to the Related Lease shown on the Station Property marked copy attached as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations Exhibit B and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityincorporated herein. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject Sublessee acknowledges that it has read and examined the Lease, a copy of which is attached hereto as Exhibit A, and is fully familiar with the terms, covenants and conditions on the Lessee’s part as tenant to be performed thereunder. The parties hereto acknowledge and agree that all the rights and obligations granted to Lessee (as lessee under the Lease) are not necessarily granted to Sublessee, as Sublessee shall have only those rights and obligations as are specifically set forth in this Sublease. Lessee covenants and agrees to fully and faithfully perform the terms and conditions herein of the Landlord agrees Lease and this Sublease on its part to lease be performed. Neither Lessee nor Sublessee shall do or cause to be done or suffer or permit any act to be done which would cause the Tenant Lease, or the rights of Lessee, as tenant, under the Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Lessee to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Lessee’s executing this Sublease, that if there is any conflict between the provisions of this Sublease and the Tenant agrees provisions of the Lease which would permit Sublessee to lease from do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Landlord (Lease then the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at provisions of the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) Lease shall prevail except for the Tenant’s technology limitations set forth herein in Sections 3 and operational requirements as shown on and described in Schedule “A”7. In If the Lease terminates or is terminated for any eventreason whatsoever, then the location and square footage Term shall terminate simultaneously therewith. Lessee shall have no duty to perform any obligations of the space provided by Lessor under the Landlord Lease and shall under no circumstances be responsible for or liable to Sublessee for any default, failure or delay on the Premises shall be sufficient for part of the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises Lessor in the future upon sixty (60) days’ prior written notice and upon paying performance of any obligations under the costs of relocating all Lease, nor shall such default of the TenantLessor affect this Sublease or waive or defer the performance of any of Sublessee’s equipment into the relocated premises with similar leasehold improvements as existed before the relocationobligations hereunder; provided, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with othersnevertheless, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet event of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used any such default or failure of performance by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar Lessor, Lessee agrees, upon notice from Sublessee, to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental make demand upon Lessor to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of perform its railway operations. In addition to its other obligations under this the Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease on the terms and conditions herein first Basic Rent Payment Date which occurs at least thirty (30) days after the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord Fair Market Value Date (the “PremisesTermination Date”): 1), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in (e)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. for exclusive usePromptly upon the delivery to Landlord of a Termination Notice, sufficient, adequate Landlord and suitable space at Tenant shall commence to determine Fair Market Value. If Landlord shall reject such offer to accept payment of the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 Termination Amount as to the Premises by written notice to Tenant (the a “Station PropertyRejection”) for which Rejection shall contain the written consent of Lender to reject Tenant’s technology offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and operational requirements all other obligations and liabilities under this Lease which have arisen as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for to the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “EmissionsRemaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may affect terminate to a date which is no later than the use first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and enjoyment shall have no further right, title or interest in or to any of the Station PropertyPremises and (iii) the Net Award shall be retained by Landlord. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental Notwithstanding anything to the Tenant’s railway operations. The Landlord has no objection to such Emissions and contrary hereinabove contained, if Tenant shall make no complaint to any governmental or judicial authority have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event through no fault of Landlord, then the date on which this Lease is to terminate shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such Emissionsdate, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent. The Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be responsible conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Premises or the remaining portion thereof, if any, all in accordance with Paragraph 30, together with all of Landlord’s rights or interest in and to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityNet Award. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject 7.1 This Sublease is and shall be at all times subject and subordinate to the Lease and shall be subordinate to any mortgage, deed of trust or any other hypothecation or security now or hereafter placed upon the real property of which the Subleased Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. 7.2 Except as otherwise expressly provided to the contrary in this Sublease or except to the extent the terms and conditions herein of the Landlord agrees to lease Lease are inconsistent herewith (i) all of the rights and obligations conferred and imposed by the Lease on the "Tenant" thereunder are hereby conferred and imposed upon Subtenant, and all of the rights conferred by the Lease upon the "Landlord" thereunder are hereby conferred upon Sublandlord, and (ii) the terms and conditions of the Lease applicable to the Tenant Subleased Premises are hereby incorporated herein by reference as if Sublandlord were "Landlord" and Subtenant were "Tenant" thereunder. Notwithstanding the Tenant foregoing or any other provision of this Sublease to the contrary, Subtenant expressly agrees that (i) Sublandlord shall not be obligated to lease from the Landlord (the “Premises”): 1. for exclusive useperform, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) shall not be liable or responsible for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In performance or failure of performance by Landlord of, any event, the location and square footage of the space provided obligations of Landlord under the Lease nor shall Sublandlord be deemed to make, or be liable or responsible for the breach of, any representation or warranty made by Landlord under the Lease (to the extent the same relate to the Subleased Premises or otherwise), (ii) Subtenant shall not require any performance by Sublandlord hereunder with respect to the Subleased Premises which is performable by Landlord for the Premises benefit of Sublandlord under the Lease and (iii) Subtenant shall be sufficient have no claim against Sublandlord for any default, breach or failure of performance or other misconduct of Landlord under the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all Lease or otherwise. Without limitation of the Tenant’s equipment into foregoing, Sublandlord shall have no obligation during the relocated premises with similar leasehold improvements Term of this Sublease to render any services (such as existed before those Landlord provides to Sublandlord under the relocation, subject Lease) to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority Subtenant with respect to such Emissionsthe Subleased Premises or to expend any money for the preservation or repair of the Subleased Premises. 7.3 During the Term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and Landlord, each and every obligation of Sublandlord under the Lease with respect to the Subleased Premises except to the extent inconsistent with this Sublease. The Tenant obligations that Subtenant has assumed under this Paragraph 7.3 are hereinafter referred to as the "Subtenant's Assumed Obligations". Without limitation of the foregoing, the following provisions of the Lease shall not be responsible inapplicable to this Sublease: Article 1, Article 3, Section 4.1, Section 4.2, Section 4.7, Article 6, Article 31, Exhibit A, Exhibit C, and Rider to Lease. 7.4 Subtenant shall indemnify, defend and hold harmless Sublandlord from and against any and all liabilities, judgments, damages, claims, demands, losses, costs and/or expenses (including, without limitation, reasonable attorneys' fees and expenses), arising out of Subtenant's failure to comply with or perform Subtenant's Assumed Obligations. 7.5 Sublandlord represents to Subtenant that the Lease is in full force and effect and that, to Sublandlord's knowledge, no default exists on the part of any party to the Lease. 7.6 Landlord's acceptance of any payment or performance from Subtenant, regardless of the circumstances or reasons therefor, shall in no manner whatsoever be deemed an attornment by Subtenant to Landlord or a recognition or non-disturbance of Subtenant or this Sublease or to serve to release Sublandlord from any liability under the terms, covenants, conditions or provisions under the Lease; provided, however, nothing herein shall in any manner obligate Landlord to accept any such payment or performance. The Sublease Term shall expire and come to an end on its stated expiration date or any earlier termination hereof or concurrently with any termination of the Suite 560 Lease or the Suite 500 Lease for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityreason. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject 07:2 A-1 Interest on any overdue principal and premium, if any, and (to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease extent permitted by applicable law) any overdue interest, shall be paid, on demand, from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space due date thereof at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 rate per annum equal to 9.05% (computed oh the “Station Property”basis of a 360-day year of twelve 30-day months) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”period during which any such principal, premium or interest shall be overdue. In the event any eventdate on which a payment is due under this Fixed Rate Note is not a Business Day, then payment thereof may be made on the location next succeeding Business Day with the same force and square footage effect as if made on the date on which such payment was due. All payments of the space provided principal, premium, if any, and interest to be made by the Landlord for Owner Trustee hereunder and under the Premises shall be sufficient for the Tenant’s requirements Trust Indenture, Mortgage, Security Agreement and Assignment of Rents dated as identified in Schedule A attachedof December 15, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements 1986, as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day heretofore or nighthereafter amended or supplemented in accordance with the provisions thereof (the Indenture), are necessarily incidental between the Owner Trustee and Chemical Bank, as Trustee (the Indenture Trustee), shall be made only from the Lease Indenture Estate and the Trust Estate and the Indenture Trustee shall have no obligation for the payment thereof except to the Tenant’s railway operationsextent that the Indenture Trustee shall have sufficient income or proceeds from the Lease Indenture Estate to make such payments in accordance with the terms of Article V of the Indenture. The Landlord has no objection to Holder hereof, by its acceptance of this Fixed Rate Note, agrees that such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible Holder will look solely to the Landlord Trust Estate and the income and proceeds from the Lease Indenture Estate to the extent available for distribution to the Holder hereof as above provided, and that neither the Owner Participant nor, except as expressly provided in the Indenture, the Owner Trustee nor the Indenture Trustee is or shall be personally liable to the Holder hereof for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations amounts payable under this LeaseFixed Rate Note or for any performance to be rendered under the Indenture or any other Transaction Document or for any liability thereunder; provided, however, that in the Landlord agrees not event the Lessee shall assume all the obligations of the Owner Trustee hereunder and under the Indenture pursuant to interfere with railway operations and Section 3.9(b) of the Indenture, then all the payments to abide by all safety regulations be made under this Fixed Rate Note shall be made only from time to time promulgated payments made by the Tenant or any governmental authority. 1.5 The Landlord recognises Lessee under this Fixed Rate Note in accordance with the Assumption Agreement referred to in said Section 3~9(b) and the Holder of this Fixed Rate Note agrees that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes such event it will look solely to the operation of the Premises, Lessee for such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationspayment.

Lease. 1.1 Subject Any sublease shall be in form and substance acceptable to Landlord and shall contain the terms agreement of such subtenant to attorn to Landlord, at Landlord’s option and conditions herein written request, in the Landlord agrees to lease to event this Lease terminates before the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage expiration of the space provided by the Landlord for the Premises sublease. No Transfer shall be sufficient for the Tenant’s requirements relieve Tenant from any covenant, liability or obligation hereunder (whether past, present or future) and Tenant shall remain liable under this Lease as identified in Schedule A attacheda principal and not as a surety; provided, provided that the Landlord may relocate the Premises however, in the future upon sixty case of an assignment of this Lease, if the transferee has a net income of at least $15,000,000.00 (60after debt service payments but without deduction therefrom for rental expenses due under this Lease) days’ prior written notice and upon paying the costs has provided reasonable evidence of relocating same to Landlord and such transferee has assumed all of the Tenant’s equipment into the relocated premises with similar leasehold improvements liability and obligations under this Lease as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas date of the Station PropertyTransfer, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises then Tenant shall be released from all liability arising under this Lease from and after the date of such Transfer. If requested in the Location marked as VIA Designated Waiting Area and approximately 50 square feet writing by Tenant, Landlord shall provide written acknowledgement of such release to Tenant. Landlord’s consent to a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant Transfer shall not be responsible deemed a consent to any subsequent Transfer. No acceptance by Landlord of any Rent or any other sum of money from any Transferee shall be deemed to constitute Landlord’s consent to any Transfer. Any attempted Transfer by Tenant in violation of this Article 7 shall be void. Tenant shall pay to Landlord, as Additional Rent, reasonable and customary legal fees, a reasonable administrative fee and any other reasonable costs incurred by Landlord in connection with any proposed Transfer (including a Permitted Transfer) requested or made. Notwithstanding the foregoing to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Leasecontrary, the administrative fee charged by Landlord agrees not to interfere in connection with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use review of the Station Property a proposed Transfer shall not cause an adverse effect upon the Tenant’s operationsexceed (i) $2,000.00 during Lease Years 1 through 5; (ii) $3,000.00 during Lease Years 6 through 10; and (iii) $4,000.00 during Lease Years 11 through 15.

Lease. 1.1 Subject Each Lease executed by Borrower after the date hereof shall provide for (i) automatic subordination of such Lease to the terms Liens of the Mortgage and conditions herein the Landlord agrees Assignment of Leases and Rents, (ii) attornment by the tenant or licensee thereunder to lease Lender promptly after the giving by Lender of a notice to such tenant requiring such attornment, (iii) the tenant or licensee thereunder to give a notice to Lender of each material default by the landlord or licensor thereunder, simultaneously with the giving of notice of such default to such landlord or licensor, (iv) Lender to have the right, but not the obligation, to cure any default by the landlord or licensor thereunder after the expiration of the landlord's or licensor's cure period, if any, and (v) execution and delivery (not more than ten (10) days after a request therefor) of an estoppel certificate satisfactory to Lender. Without limiting the foregoing, each Lease shall also provide that Lender (or any other successor to the Tenant landlord or licensor acquiring the Premises by foreclosure, deed in lieu of foreclosure or otherwise in connection with the enforcement of the Loan Documents) shall not be: (A) liable for any previous act or omission of the landlord or licensor under such Lease; (B) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to such tenant or licensee against the landlord or licensor; (C) unless consented to by Lender or permitted without Lender's consent under this Section 4.6, bound by any previous modification of such Lease, or by any previous prepayment of more than one month's fixed rent or additional rent; (D) bound by any covenant or obligation of the landlord or licensor to perform, undertake or complete any work in the leased space of the Premises or to prepare it for occupancy; (E) required to account for any security deposit of the tenant or licensee other than any security deposit actually delivered to Lender by Borrower; (F) bound by any obligation to make any payment to such tenant or licensee or grant any credits, except for services, repairs, maintenance and restoration provided for under the Tenant agrees Lease to lease from be performed by landlord or licensor after the Landlord date of such attornment; and (G) responsible for any monies owing by the “Premises”): 1landlord or licensor to such tenant or licensee. for exclusive useLender shall, sufficientupon request, adequate execute and suitable exchange with any tenant under a Major Lease or any other Lease of office space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Premises demising one full floor or more of office space, ▇▇▇▇▇▇▇a non-disturbance, ▇▇ subordination and being PID 25503160 (attornment agreement in such form as Lender shall approve in its sole and absolute discretion, provided, however, that Borrower shall deliver with such request an Officer's Certificate stating that such Lease was entered into in accordance with the “Station Property”) for the Tenant’s technology terms of this Section 4.6 and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage other provisions of the space provided by Loan Documents applicable thereto. All reasonable out of pocket costs and expenses of Lender (including, without limitation, attorneys' fees and disbursements) in connection with Lender's review of any Lease and the Landlord for the Premises negotiation, preparation, execution and delivery of any non-disturbance agreement shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty paid by Borrower within five (605) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject days after request therefor by Lender. Prior to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint seeking Lender's consent to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, Borrower shall deliver to Lender a copy of such Lease, blacklined to show the Landlord agrees not to interfere with railway operations and to abide changes from the standard form of Lease previously approved by all safety regulations from time to time promulgated by the Tenant or any governmental authorityLender. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject Except as set forth in SCHEDULE 2.22: (a) the Lease is in full force and effect with no default by Seller, or to its knowledge, lessor existing beyond applicable notice and cure periods or any event or condition which, with the giving of notice or passage of time would constitute such a default, and neither Seller, nor to its knowledge, lessor under the Lease has any existing rights of offset or abatement; (b) all work, repairs and improvements (including capital improvements) required to have been done on or prior to the terms Closing under the Lease by Seller have been completed in accordance therewith, and conditions herein Seller has or caused to be waived any and all rights to terminate the Landlord agrees Lease with respect thereto; (c) the Lease is superior to lease any and all mortgages now or hereafter constituting a Lien on the Real Property and/or the interest of either party to the Tenant Lease therein; (d) there are no rights of first refusal, options to purchase, "buy-out" rights, or other termination rights which have been exercised, or are currently exercisable, by either party to the Lease; (e) all rent and other amounts payable by or on behalf of Seller under the Tenant agrees Lease have been paid to lease from the Landlord (the “Premises”): 1. for exclusive usedate hereof, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject paid to the Tenant’s prior written approval which approval may not be unreasonably withheld.date of Closing; 2. for use in common with others(f) any amounts payable to Seller under the Lease have been paid to the date hereof, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in apportioned at Closing; (g) Seller has satisfied all requirements under the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority Lease with respect to such Emissions. The Tenant shall not expenditure of funds for capital improvements, marketing, maintenance and repairs and as otherwise may be responsible required thereunder; and (h) Seller has obtained and shall, prior to Closing deliver to Buyer, all requisite consents obtained in connection with capital improvements made or proposed to be made by Seller at the Real Property and all capital improvement plans required to be submitted by Seller under the Lease have been submitted and approved by the lessor thereunder in accordance therewith and, prior to the Landlord for Closing, Seller will not submit any damage to property or persons located on such plan without the Station Property as a result prior written consent of its railway operationsBuyer. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.ARTICLE IIA

Lease. 1.1 Subject Landlord and Tenant shall enter into the Lease for such Expansion Space within thirty (30) days after Tenant’s exercise of the Expansion Option with respect to such Expansion Space. Landlord and Tenant shall enter into a separate Lease with respect to each exercise of the Expansion Option by Tenant. The Lease shall provide for the same terms, conditions, agreements and provisions as the Related Lease to the extent applicable, as applied to the Expansion Space, except as follows: (a) If Tenant exercises the Expansion Option with respect to a First Right of Refusal Notice provided within the first eighteen (18) months of the Lease Term of the Related Premises under the Related Lease, the Basic Rent (exclusive of any increases by reason of Section 3 of the Work Letter attached to the Related Lease, unless Tenant utilizes such additional funds with respect to such Expansion Space) shall be the same rate per square foot of Floor Area per annum then in effect for the Related Premises (including subsequent annual increases as defined in the Summary of the Related Lease), the Lease Term for the Expansion Space shall commence upon the date specified in the First Right of Refusal Notice (or such later date as such Expansion Space is actually delivered to Tenant), and shall be co-terminus with the Lease Term for the Related Premises under the Related Lease, and the Tenant Improvement Allowance for the Expansion Space shall be prorated based upon the number of months remaining in the initial Lease Term of the Related Premises under the Related Lease, as compared to the total number of months in the initial Lease Term under the Related Lease (which is one hundred twenty (120) months). The construction of the Tenant Improvements for the Expansion Space shall be subject to the terms and conditions herein provided in the Work Letter to the Related Lease. (b) If Tenant exercises the Expansion Option with respect to a First Right of Refusal Notice provided after the first eighteen (18) months of the Lease Term of the Related Premises under the Related Lease, the First Right of Refusal Notice shall include the Basic Rent, the Lease Term, Tenant Improvement Allowance, if any, and the other terms and conditions upon which Landlord agrees is willing to lease the Expansion Space to a bona fide third party. If Tenant exercises the Expansion Option with respect to a First Right of Refusal Notice provided after the first eighteen (18) months of the Lease Term of the Related Premises under the Related Lease, the terms and conditions specified in the First Right of Refusal Notice shall apply; provided, however, the Lease Term of the Expansion Space shall be co-terminus with the Lease Term for the Related Premises under the Related Lease and any Tenant Improvement Allowance and other concessions shall be prorated based upon the number of months remaining in the initial Lease Term of the Related Premises under the Related Lease as compared to the Tenant and total number of months in the Lease Term for which Landlord is willing to lease the Expansion Space to such third party (as stated in the First Right of Refusal Notice). Notwithstanding the foregoing, if the Lease Term provided in the First Right of Refusal Notice ends prior to the Lease Term of the Related Premises under the Related Lease, the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate Improvement Allowance and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may other concessions will not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 reduced and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet amount set forth in the First Right of a room for VIA technology as shown in Schedule “A”Refusal Notice. 1.3 (c) The Premises Termination Fee in the Termination Option shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions adjusted as follows: (collectively, “Emissions”i) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible required to pay the fixed amount provided in Section 5(i) of the Addendum to the Landlord Related Lease; and (ii) the unamortized leasing costs to be paid by Tenant, as provided in Section 5(ii) of the Addendum to the Related Lease, shall be based upon the actual leasing costs for any damage the Expansion Space. (d) The number of unassigned parking spaces allocated to Tenant, pursuant to Section 13 of the Summary to the Lease, shall be adjusted for the Expansion Space based upon a ratio of 5.0 parking spaces per 1,000 square feet of Floor Area of the Expansion Space. Tenant’s Pro Rata Share, pursuant to Section 6 of the Summary to the Lease, shall be adjusted for the Expansion Space based upon the Floor Area of the Expansion Space as compared to the Floor Area of the Building and Project, respectively, of which the Expansion Space is a part. The Lease shall not contain the Rental Abatement provided in Section 2 of the Addendum to the Related Lease. The Lease shall not contain the Expansion Option provided in Section 7 of the Addendum to the Related Lease. (e) The definition of the Project, pursuant to Section 2.7 of the Lease, shall be the real property or persons located comprising all of the Option Space. The Lease shall also contain the modifications to the Related Lease shown on the Station Property marked copy attached as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations Exhibit B and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityincorporated herein. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject the Lessee shall pay to the terms and conditions herein the Landlord agrees to lease Lessor all Rent due on such Basic Rent Payment Date, plus an amount equal to the Tenant excess at (i) the greater of such Fair Market Sales Value and the Tenant agrees Casualty Value determined as of such Basic Rent Payment Date over (ii) the unpaid principal amount of the Notes Outstanding on such date after giving effect to lease from the Landlord payment, if any, of the principal installment due and payable on such date. Upon compliance in full by the Lessee with the foregoing provisions of this paragraph (a) and assumption by the “Premises”): 1. for exclusive use, sufficient, adequate Lessee of all the obligations and suitable space at liabilities of the Amherst Station at ▇▇ ▇▇▇Owner Trustee under the Indenture and the M▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (pursuant to Section 3.9(b) of the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any eventIndenture, the location Lessor shall (so long as no Default or Event of Default shall have occurred and square footage be continuing) Transfer the Undivided Interest and the Real Property Interest to the Lessee. If the Lessee shall not have assumed all the obligations and liabilities of the space provided Owner Trustee under the Indenture and the Notes in accordance with Section 3.9(b) of the Indenture, but the Owner Participant shall have received under Section 5.2 of the Indenture all amounts required to be paid by the Landlord for Lessee pursuant to this paragraph (a) (including interest, if any, thereon pursuant to Section 3(b)(iii)), the Premises Lessor shall be sufficient for retain the Tenant’s requirements as identified in Schedule A attached, provided that Undivided Interest and the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, Real Property Interest subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, terms of this Facility Lease and Section 7(b) (4) of the common areas Participation Agreement; provided, however, that the obligation of the Station PropertyLessee to pay further Basic Rent shall be reduced to an amount on each Basic Rent Payment Date equal to the aggregate amount of principal, waiting roompremium, public washrooms (including handicap accessible washrooms) along if any, and accrued interest then payable on all Notes then outstanding and this Facility Lease shall become a security agreement for all purposes of Applicable Law. The Lessee agrees to use its best efforts to comply with the Station Property lands i.e. conditions respecting its assumption set forth in Section 3.9(b) of the lands within Indenture and, failing such assumption, agrees to accept a transfer of the boundaries of PID 25503160 owner Participant's right, title and outside the Station Property. 1.2 The parties agree that the Premises shall be interest in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar Trust Estate pursuant to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions Section 7(b) (collectively, “Emissions”4) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityParticipation Agreement. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject the Lessee shall pay to the Lessor all Rent due on such Basic Rent Payment Date, plus an amount equal to the excess of (i) the greater of such Fair Market sales Value and the Casualty Value determined as of such Basic Rent Payment Date over (ii) the unpaid principal amount of the Notes Outstanding on such date after giving effect to the payment, if any, of the principal installment due and payable on such date. Upon compliance in full by the Lessee with the foregoing provisions of this paragraph (e) and assumption by the Lessee of all the obligations and liabilities of the Owner Trustee under the Indenture and the Notes pursuant to Section 3.9(b) of the indenture1 the Lessor shall (so long as no Default or Event of Default shall have occurred and be continuing) Transfer the Undivided Interest and the Real Property interest to the Lessee. If the Lessee shall not have assumed all the obligations and liabilities of the Owner Trustee under the Indenture and the Notes in accordance with Section 3.9(b) of the indenture, but the Owner Participant shall have received under Section 5.2 of the indenture all amounts required to be paid by the Lessee pursuant to this paragraph (e) (including interest, if any, thereon pursuant to Section 3(b)(iii)), the Lessor shall retain the Undivided Interest and the Real Property interest subject to the terms of this Facility Lease and conditions herein Section 7(b) (4) of the Landlord Participation Agreement; provided, however, that the obligation of the Lessee to pay further Basic Rent shall be reduced to an amount on each Basic Rent Payment Date equal to the aggregate amount of principal, premium, if any, and accrued interest then payable on all Notes then Outstanding and this Facility Lease shall become a security agreement for all purposes of Applicable Law. The Lessee agrees to lease use its best efforts to comply with the Tenant and conditions respecting its assumption set forth in Section 3.9(b) of the Tenant 'Indenture and, failing such assumption, agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage accept a transfer of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedOwner Participant's right, provided that the Landlord may relocate the Premises title and interest in the future upon sixty Trust Estate pursuant to Section 7(b) (604) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheldParticipation Agreement. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the TenantUpon Landlord’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissionsrequest, at any time of day or night, are necessarily incidental that Landlord has reasonable grounds to believe that Hazardous Materials (except to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property extent those substances are permitted to be used by the Tenant under Section 38.2 in the manner specified herein ordinary course of its business and in compliance with all Environmental Laws) are or have been released, stored or disposed of on or around the Premises during the Term or that the Premises may be in violation of the Environmental Laws during the Term, Tenant shall provide, at Tenant’s sole cost and expense, except as otherwise expressly set forth herein, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Landlord and Lender indicating the presence or absence of the reasonably suspected Hazardous Materials on the Premises or an inspection or audit of the Premises prepared by an engineering or consulting firm approved by Landlord and Lender indicating the presence or absence of friable asbestos or substances containing asbestos on the Premises. In the event that such inspection or audit determines that no such Hazardous Materials are or have been released, stored or disposed of on or around the Premises during the Term and that the Landlord’s use Premises is not in violation of the Station Property shall not cause an adverse effect upon Environmental Laws, the cost and expense of Tenant’s operationsinspection or audit will be borne solely by Landlord. If Tenant fails to provide such inspection or audit within thirty (30) days after such request, Landlord may order the same, and Tenant hereby grants to Landlord and Lender and their respective employees, contractors and agents access to the Premises upon reasonable notice and a license to undertake such inspection or audit. The cost of such inspection or audit, together with interest thereon at the Lease Default Rate from the date Tenant is provided with written confirmation of costs incurred by Landlord until actually paid by Tenant, shall be immediately paid by Tenant on demand.

Lease. 1.1 Subject THIS LEASE is made as of July 18, 2007, by and between MTV RESEARCH, LLC, a Delaware limited liability company (“Landlord”), and H▇▇▇▇▇ MEDICAL, INC., a Delaware corporation (“Tenant”). Landlord hereby leases to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease hereby leases from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at 8▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and being PID 25503160 (the “Station PropertyPremises”) outlined on the floor plan attached hereto and marked EXHIBIT A, the Premises being agreed, for the Tenant’s technology and operational requirements as purposes of this Lease, to have an area of approximately 63,131 rentable square feet. The Premises are located within the building (the “Building”) consisting of approximately 63,131 rentable square feet shown on and described in Schedule “A”. In any event, the location and square footage EXHIBIT A. The rentable area of the space provided by Premises and the Landlord for Building referred to above shall be deemed the actual rentable area in the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided and Building. Landlord and Tenant agree that the Landlord may relocate the Premises in the future said letting and hiring is upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the terms, covenants and conditions herein set forth. Tenant covenants, as a material part of the consideration for this Lease, to keep and perform each and all of said terms, covenants and conditions for which Tenant is liable and that this Lease is made upon the condition of such performance. Prior to the Commencement Date, Landlord shall cause the Premises to be improved by Landlord’s Work described in EXHIBIT H (other than the Items set forth on EXHIBIT K which shall serve to amend EXHIBIT H) and Landlord’s Roof Work described in EXHIBIT H-1 attached hereto and as set forth in that certain Indemnity and Reimbursement Agreement dated June 29, 2007 (“Reimbursement Agreement”), by and between Landlord and Tenant and attached hereto as EXHIBIT L. EXHIBIT B attached hereto sets forth Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by obligations concerning the Tenant only for the operation of rail passenger services and related activities in the Station Property similar Improvements to be performed by it to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station PropertyPremises. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental Except as expressly provided to the Tenant’s railway operations. The contrary in this Lease or as required under Applicable Law (as hereinafter defined), Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible required to make any expenditure, incur any obligation, or incur any liability of any kind whatsoever in connection with the Landlord for any damage to property Lease or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Leaseownership, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant construction, maintenance, operation or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing repair of the Tenant for any substantive changes to Premises or the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsBuilding.

Lease. 1.1 Subject to In all events, Landlord may re-lease the Premises, or any part thereof for the account of Tenant, for such rent and term and upon such terms and conditions herein as are acceptable to Landlord. If Landlord shall have elected to pursue its right to terminate Tenant’s right of possession of the Premises without terminating the Lease, then Landlord agrees shall have the further right and remedy to lease subsequently rescind such election and terminate the Lease. For purposes of any such re-leasing, Landlord is authorized to decorate, repair, alter and improve the Premises to the extent deemed necessary by Landlord, in its reasonable discretion, all at Tenant’s expense. If Landlord fails to re-lease the Premises, or if the Premises are re-leased and a sufficient sum is not realized therefrom after payment of all Landlord’s expenses of re-leasing (including without limitation repairs, alterations, improvements, additions, decorations, legal fees and brokerage commissions) to satisfy the payment, when due, of Fixed Rent and Additional Rent reserved under this Lease for any monthly period, then Tenant shall pay Landlord a sum equal to the amount of Fixed Rent and Additional Rent due under this Lease for each such monthly period, or if the Premises have been re-leased, Tenant shall pay any such deficiency on the rent day applicable to such month. Tenant agrees that Landlord may file suit to lease recover any sums due to Landlord hereunder at any time or from time to time and that such suit or recovery of any amount due Landlord hereunder shall not be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. In the event Landlord elects to terminate Tenant’s right of possession only, without terminating this Lease, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s property, and other evidences of tenancy, and take and hold possession thereof; provided, however, that such entry and possession shall not terminate this Lease or release Tenant, in whole or in part, from Tenant’s obligation to pay the Fixed Rent and Additional Rent reserved hereunder for the full Term or from any other obligation of Tenant under this Lease. Any and all property which may be removed from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided Premises by the Landlord pursuant to the authority of the Lease or of law, to which the Tenant is or may be entitled, may be handled, removed or stored by the Landlord at the risk, cost and expense of the Tenant, and the Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to the Landlord, upon demand, any and all reasonable expenses incurred in such removal and all storage charges against such property so long as the same shall be in the Landlord’s possession or under the Landlord’s control. In the event Landlord exercises any remedy provided under this Section, all deposits theretofore made by Tenant with utility companies or under this Lease, all unearned insurance premiums and all rights of Tenant under all insurance policies required under this Lease, any claims for refund of any Imposition, any pending insurance claims or condemnation awards, and all fuel and supplies on the Premises shall be sufficient for the deemed to be and are hereby assigned to and transferred to Landlord, to be applied in payment of Tenant’s requirements as identified in Schedule A attachedliability under this Lease. No waiver of any default of Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, provided that and no express waiver shall affect any default other than the Landlord may relocate the Premises default specified in the future upon sixty (60) days’ prior written notice express waiver and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services time and related activities in the Station Property similar to the use currently operated extent therein stated. One or more waivers by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property construed as a result waiver of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing subsequent breach of the Tenant for any substantive changes to the operation of the Premisessame covenant, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsterm or condition.

Lease. 1.1 Subject If Tenant exercises the Right of First Offer and delivers an Acceptance Notice as and when required by this Paragraph 31(b), Landlord and Tenant hereby agree to execute a lease (“Other Building Lease”) prior to Tenant’s occupancy of the Other Building. The Other Building Lease shall not replace this Lease (which shall continue in full force and effect in accordance with its terms) but shall be in the same form as this Lease, subject to any modifications necessary to reflect the terms and conditions herein set forth in the Landlord agrees Offer Notice (including, without limitation, the Base Rent, date of occupancy, description of the premises, the number of applicable parking spaces to lease be allocated to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive useTenant, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any eventpercentage share, the location and square footage of the Other Building, and any other changes needed due to the fact that Tenant will be leasing space provided in both Buildings). If Tenant does not execute or provide Landlord with good faith and reasonable comments to such Other Building Lease within fifteen (15) days after the date on which Landlord delivers a draft Other Building Lease to Tenant, then, at Landlord’s option to be exercised by notice delivered by Landlord on or before (x) the date that is ten (10) business days following the expiration of the such fifteen (15) day period and (y) Tenant’s execution and delivery of (or delivery to Landlord for of good faith and reasonable comments to) the Premises Other Building Lease, Tenant’s rights hereunder shall be sufficient for the void and terminated, but, otherwise, a valid exercise of Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs Right of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises First Offer shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”fully effective, whether or not such an Other Building Lease is executed. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to Landlord shall promptly notify Tenant if Landlord enters into a written agreement with the terms and conditions herein Existing Phase II Tenant for an early termination of the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord Existing Phase II Lease (the “Phase II Notice”), the terms of which agreement shall be in each party's sole discretion. Such Phase II Notice shall state the latest scheduled expiration date that has been agreed to by Landlord and the Existing Phase II Tenant for the early termination of the Existing Phase II Lease. Landlord shall deliver the Phase II Premises to Tenant promptly following the expiration or earlier termination of the Existing Phase II Lease, and the vacation and surrender of the Phase II Premises by the Existing Phase II Tenant. If either: (A) the Phase II Notice is not delivered to Tenant on or before August 1, 2018, (B) the Phase II Notice is delivered to Tenant on or before August 1, 2018 but it states that the latest scheduled expiration date of the Existing Phase II Lease will occur after March 31, 2019, or (C) the Phase II Delivery Date has not occurred by June 30, 2019, then in any such case, Landlord shall work with Tenant in an attempt to locate temporary premises for Tenant consisting of at least 30,000 rentable square feet that is then available for lease to a third party as a temporary alternative to the Phase II Premises”): 1. for exclusive use, sufficient, adequate and suitable space at Such temporary premises may be located in the Amherst Station at ▇▇ ▇Building or in another building owned by Landlord or an entity affiliated with ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 Realty Corporation (the “Station Property”"KRC Affiliate") for in the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage City of the space provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedSan Francisco, provided that the Landlord may relocate decision whether to lease any such temporary premises and the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises terms thereof shall be in Tenant's and the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises applicable building owner's respective sole discretion (provided that the parties hereto intend that any such temporary premises shall be used leased by Tenant until the Phase II Lease Commencement Date occurs), and Landlord shall have no liability whatsoever to Tenant only relating to or arising from Landlord's inability or failure, for any reason, to locate or lease temporary premises to Tenant (or for the operation inability or failure of rail passenger services any KRC Affiliate to locate or lease temporary premises to Tenant), and related activities in the Station Property similar any such inability or failure to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day locate or night, are necessarily incidental lease temporary premises to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to affect the Landlord for any damage to property validity of this Lease or persons located on the Station Property as a result obligations of its railway operations. In addition to its other obligations under this LeaseTenant hereunder (including, without limitation, the Landlord agrees not obligation of Tenant to interfere with railway operations and to abide by all safety regulations from time to time promulgated by lease the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing Phase II Premises commencing as of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsPhase II Lease Commencement Date).

Lease. 1.1 Subject Lender shall have the period of time permitted Landlord for curing any default under the Lease as therein provided or, if greater, thirty (30) days after receipt by Lender of such notice, during which time it shall have the right, but not any obligation, to remedy such default of Landlord, by paying any taxes and assessments owing by Landlord, making any repairs and improvements, making any deposits or doing any other act or thing required of Landlord by the terms of the Lease; and conditions herein all payments so made and all things so done and performed by Lender shall be as effective to prevent the rights of Landlord agrees from being forfeited or adversely affected because of any default under the Lease as the same would have been if done and performed by Landlord; provided, however, that if the act or omission does not involve the payment of money from Landlord to lease to the Tenant and the nature of the default, act or omission, the requirements of local law or prudent mortgage lending practices require Lender to take possession of, appoint a receiver with respect to, or to foreclose on, or otherwise commence legal proceedings to recover possession of, the Premises in order to effect such remedy and such legal proceedings and consequent remedy cannot reasonably be achieved within the said thirty (30) days, then Lender shall have such further time as is reasonable under the circumstances to effect such remedy (but in any event not to exceed 180 days in the aggregate) provided that Lender shall notify Tenant agrees to lease from the Landlord within thirty (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”30) for the days after receipt of Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any eventnotice of Lender’s intention to effect such remedy, and, provided further, that if required under the location and square footage of the space provided by the Landlord circumstances, Lender shall institute immediate legal proceedings to appoint a receiver for the Premises or to foreclose on or recover possession of the Premises within said thirty (30) day period and thereafter prosecute said proceedings and remedy with due diligence to completion. In the event that neither Lender nor Landlord cures the default specified in the notice within the time periods specified herein, Tenant shall be sufficient for entitled to exercise and assert its rights under the Lease against Landlord, but not otherwise. Notwithstanding the foregoing, nothing under this Section 6 or this Agreement shall be deemed to delay, condition or prevent the exercise of Tenant’s requirements as identified in Schedule A attachedexpress remedies pursuant to Sections 2.5(b), provided that 3.5(e), 6.3, 12.7(b) and 12.7(c) under the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located Lease on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityconditions set forth therein. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject (a) Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, under this Master Lease and any applicable Rental Schedule, Equipment with an aggregate Total Equipment Cost of up to Twenty Million Dollars ($20,000,000) (the “Facility Amount”) on or prior to June 30, 2018 (the “Facility Expiration Date”). Lessor and Lessee agree that $14,000,000 of the Facility Amount will be funded on the date hereof (the “Initial Funding”) and $6,000,000 of the Facility Amount will be funded at one time on or after March 31, 2018, but in no event after the Facility Expiration Date (the “Subsequent Funding”), provided that Lessee has achieved a minimum EBITDA profit of $12,250,000 for the fiscal year ending December 31, 2017. Lessee may use the proceeds of the Facility Amount to purchase Collateral and/or for Lessee’s general corporate purposes. The lease of Equipment shall be subject to the terms and conditions herein the Landlord agrees to lease to the Tenant contained in this Master Lease and the Tenant in any Rental Schedule thereto, under which Lessee agrees to lease from Lessor the Landlord Equipment described therein. On or before ten (10) Business Days after Lessor’s receipt of documentation as described in Section 10 hereof, Lessor shall enter into the “Premises”):applicable Rental Schedule. Lessor shall not be obligated to so enter into the applicable Rental Schedule if at the time of such funding there shall have been any material adverse change in the financial and/or operational condition of Lessee, since the date of this Master Lease. (b) This Master Lease is a master lease which sets forth the terms and conditions that govern the lease by Lessor to Lessee of items of Equipment specified on Rental Schedules executed and delivered by Lessor and Lessee from time to time, the form of which is attached hereto as Exhibit 1. for exclusive useEach Rental Schedule constitutes a separate and independent lease that incorporates by reference this Master Lease and specifies the Term, sufficientthe amount of Interim Term Rent, adequate Basic Rent and suitable space at Additional Final Payment, the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇payment dates on which such Interim Term Rent, ▇▇▇▇▇▇▇Basic Rent and Additional Final Payment are due, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology such other information and operational requirements provisions as shown on Lessor and described in Schedule “A”Lessee may agree. In the event of a conflict between the provisions of a Rental Schedule and any eventof the provisions of this Master Lease, the location and square footage provisions of the space provided by the Landlord for the Premises Rental Schedule shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedgovern, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant but only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to the leasing of the items of Equipment listed on such EmissionsRental Schedule. References to “the Lease” or “this Lease” shall mean one or more applicable Rental Schedules, as the case may be, incorporating by reference this Master Lease. The Tenant original executed counterpart of a Rental Schedule shall not be responsible to the Landlord “chattel paper” for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing purposes of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operationsUniform Commercial Code.

Lease. 1.1 Subject If Landlord elects to restore the Premises, it shall or shall cause Prime Landlord to commence and prosecute the restoration work with diligence. If the Premises are totally damaged or destroyed, and Prime Landlord’s or Landlord’s restoration of the Premises has not been completed within ninety (90) days after the damage or destruction, Tenant shall have the right to terminate this Lease by written notice given to Landlord within five (5) Business Days after the end of the foregoing period of ninety (90) days. Notwithstanding the other provisions of this Subsection 8.1(b), Landlord and Tenant agree that neither of them will terminate this Lease pursuant to this Subsection 8.1(b) if all of the following conditions are met within the period of ninety (90) days following the destruction: (i) sufficient insurance proceeds are available to rebuild the Premises; (ii) the Gaming Authorities agree to issue a new nonrestricted gaming license to Tenant for continuation of this Lease after the completion of the restoration; (iii) the Gaming Authorities agree to issue a new unrestricted gaming license to Landlord if Landlord had such a license prior to the terms and conditions herein the destruction or issue a new finding of suitability to Landlord agrees to lease if Landlord had such a finding of suitability prior to the Tenant destruction; and (iv) the Tenant agrees to lease from Gaming Authorities accept Prime Landlord as the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage owner of the space Casino. If Landlord or Tenant elects to terminate this Lease because of insured casualty pursuant to this Subsection 8.1(b), at termination, Landlord shall pay Tenant the Lease Termination Fee provided by that Tenant has delivered to Landlord any remaining Casino Personal Property and Casino Personal Property Additions and all insurance proceeds relating to the damaged or destroyed Casino Personal Property, Casino Personal Property Additions, and Alterations to the Premises. Tenant shall deliver such items to Landlord free and clear of liens, encumbrances, and defects of title, except any such matters arising through Prime Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible to the Landlord for any damage to property or persons located on the Station Property as a result benefit of its railway operationsMortgagee and except for Casino Personal Property Additions Capital Leases then outstanding. In addition If this Lease is terminated because of uninsured casualty, Landlord shall have no obligation to its other obligations under this Lease, pay the Landlord agrees not Lease Termination Fee to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityTenant. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇The subsequent acceptance of rent hereunder by Land▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage payment of the space provided rent by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible waive any preceding breach by Tenant of any covenant in this Lease, nor cure any Event of Default, nor waive any forfeiture of this Lease or unlawful detainer action, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's or Tenant's knowledge of such preceding breach at the time of acceptance or payment of such rent. 23.6 If there is any legal action or proceeding between Landlord for and Tenant to enforce this Lease or to protect or establish any damage to property right or persons located on the Station Property as a result of its railway operations. In addition to its other obligations remedy under this Lease, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys' fees and disbursements, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith. If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys' fees and disbursements shall be included in and as a part of such judgment. 23.7 Tenant acknowledges that Landlord agrees has installed internet and data lines at the Premises for use by Landlord and its tenants. Any DS-1, DS-3, T-1, T-3 or any other data lines other than normal telephone lines used for voice transmission may, at Tenant's option, be leased by Tenant from Landlord under separate agreements prepared by Landlord for additional rent. 23.8 Exhibit A (Landlord's Work), Exhibit B (Tenant Improvement Agreement), Exhibit C (Rules and Regulations), Exhibit D (Commencement Date confirmation), Exhibit E (Site Plan), and Exhibit F (Memorandum of Lease) are attached and made a part of this Lease. 23.9 Tenant warrants and represents to Landlord that Tena▇▇ ▇▇▇ negotiated this Lease directly with the real estate brokers specified in the Basic Lease Information and has not authorized or employed, or acted by implication to authorize or to employ, any other real estate broker or salesman to act for Tenant in connection with this Lease. 23.10 There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, offers, agreements and understandings, oral or written, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of this Lease or the Premises. There are no representations between Landlord and Tenant or between any real estate broker and Tenant other than those expressly set forth in this Lease and all reliance with respect to any representations is solely upon representations expressly set forth in this Lease. This Lease may not be amended or modified in any respect whatsoever except by an instrument in writing signed by Landlord and Tenant. 23.11 Except as required by law, Tena▇▇ ▇▇▇ Landlord hereby agree not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by disclose the Tenant terms of this Lease (including, but not limited to, Base Rent, tenant improvement allowances, expense reimbursements, or any governmental authorityother proposed or agreed to provision which in any way affects the economic interests of Tenant and/or Landlord) to any third party, except that Tenant and Landlord shall have the right to disclose such information to their respective agents, lenders and affiliates. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”. In any event, the location and square footage of the space provided by the Landlord for the Premises This Cancellation Right shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority apply with respect to such Emissionsany Warrant Shares purchased by the Holder upon exercise of this Warrant. If the Cancellation Right is exercised by Holder, the Holder’s right to purchase a number of Warrant Shares under this Warrant shall be cancelled. The Tenant number of Warrant Shares that will be subject to such cancellation (“Cancelled Warrant Shares”) may be up to the total number of original Warrant Shares purchasable under this Warrant (“Total Original Warrant Shares”), as specified in the Warrant Cancellation Notice but shall not include any Warrant Shares issued upon exercise of this Warrant. CROSS MATCH shall not be responsible required to the Landlord for reimburse or refund any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authority. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property purchase price paid to CROSS MATCH for purchase of this Warrant. Upon delivery of the Warrant Cancellation Notice specifying the number of allowable Cancelled Warrant Shares, this Warrant shall be deemed cancelled as to those Cancelled Warrant Shares and the rent payable under the Lease shall be adjusted for the remaining term of the Lease, commencing with the calendar month following delivery of such notice. Taking into account the number of Cancelled Warrant Shares, the then current Net Rental Rate for each month remaining under the term of the Lease will be increased by an amount (“Monthly Rent Increase Amounts”) calculated by multiplying the Rent Discount Amounts applicable for each month remaining under term of the Lease by the ratio (“Increase Ratio”) of the Cancelled Warrant Shares to the total number of Aggregate Warrant Shares originally purchasable under the Warrants (“Total Original Aggregate Warrant Shares”). The amount of any increase in rent payable under the Lease will depend on the number of Cancelled Warrant Shares and the number of months remaining under the term of the Lease. The Gross Rental Rate, Net Rental Rate, and Rent Discount Amount for applicable months under the term of the Lease are all set forth on Exhibit B attached hereto. While an increase in the Net Rental Rates could be triggered by exercise of this Cancellation Right under this Warrant and similar cancellation rights under the other Warrants, under no circumstances will the Net Rental Rates under the Lease be increased in the aggregate to amounts greater than the Gross Rental Rates for the applicable remaining months under the term of the Lease. For purposes of illustration, if the Holder elects to cancel all Warrant Shares eligible for cancellation on the fourth anniversary of the date of this Warrant, and the Holder has not previously exercised any portion of this Warrant, the Cancelled Warrant Shares and Monthly Rent Increase Amounts to be added to the Net Rental Rates for the remaining months under the term of the Lease will be determined as follows: Cancelled Warrant Shares = Total Original Warrant Shares Cancelled Warrant Shares = Increase Ratio = divided by Total Original Aggregate Warrant Shares divided by 504,244 = 0.50 or 50%. Rent Discount Amount for Year 5 = $37,336.17 Monthly Rent Increase Amount for Year 5 = $37,336.17 ( %) = $ Rent Discount Amount for Year 6 = $38,456.25 Monthly Rent Increase Amount for Year 6 = $38,456.25 ( %) = $ Rent Discount Amount for Year 7 = $39,609.94 Monthly Rent Increase Amount for Year 7 = $39,609.94 ( %) = $ See captions “Potential Rent Increase (monthly) and Warrant Illustration (monthly) on Exhibit B attached hereto for summary calculations of this illustration. The definitions and numbers used by the Tenant in the manner specified herein and that foregoing formulas shall be adjusted proportionately in the Landlord’s use event of any adjustment of the Station Property shall not cause an adverse effect number of Warrant Shares underlying this Warrant pursuant to the provisions of Article III of this Warrant. Because the Net Rental Rates could be increased upon cancellation of Warrant Shares under one or more of the Warrants, the Monthly Rent Increase Amounts will be calculated without taking into account any other increases due to cancellation of Warrant Shares; provided that multiple changes in the rental rates due to the exercise of rights by Warrantholders under Section 1.5 of the Warrants will be added to the Net Rental Rates for applicable periods. This Section 1.5 and the Holder’s or any transferee’s rights to cancel any Warrant Shares under this Section 1.5 will terminate and be void upon the Tenanttransfer of this Warrant by Holder to any third party, including a Permitted Transferee described under Section 3.1 (b) (iii) under the Warrant Purchase Agreement, but excluding transfers to those Permitted Transferees described under Section 3.1(b) (i) and (ii) under the Warrant Purchase Agreement. This section 1.5 and the Holder’s operationsor any transferee’s rights to cancel any Warrant Shares under this Section 1.5 will terminate and be void upon the closing of the Company’s IPO or upon a Sale of the Company.

Lease. 1.1 Subject to In the terms and conditions herein event that Tenant is in Default hereunder, Landlord may use or apply the Landlord agrees to lease to whole or any part of the Tenant and the Tenant agrees to lease from the Landlord (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) Security Deposit for the payment of Tenant’s technology and operational requirements as shown on and described in Schedule “A”obligations hereunder. In any event, the location and square footage The use or application of the space Security Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice hereunder or under any Law and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible construed as liquidated damages. In the event the Security Deposit is reduced by such use or application, Tenant shall deposit with Landlord, within ten (10) days after notice, an amount sufficient to restore the full amount of the Security Deposit. Landlord for any damage shall not be required to property keep the Security Deposit separate from Landlord’s general funds or persons located pay interest on the Station Property as a result Security Deposit. Provided Tenant has performed all of its railway operations. In addition to its other obligations under this Lease, the amount of the Security Deposit shall be applied by Landlord agrees not to interfere the monthly payment due for Base Rent for the last month of the Lease Term. If the Lease Term shall be extended at any increased rate of Rent, the Security Deposit shall thereupon be proportionately increased. No trust or fiduciary relationship is created herein between Landlord and Tenant with railway operations respect to the Security Deposit. If Landlord transfers the Premises during the Term, Landlord may pay the Security Deposit to Landlord’s successor-in-interest. Tenant waives the provisions of any Laws now in force or that become in force after the date of execution of this Lease, that limit the costs, expenses or damages for which Landlord may use a security deposit, including any provisions of such Laws providing that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to abide by all safety regulations from time to time promulgated compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the acts or omissions of Tenant or any governmental authorityTenant Related Party. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject to the terms and conditions herein the Landlord agrees to lease to the Tenant and the 3.2.1 Tenant agrees to lease keep and perform all obligations of the tenant under the Lease. Tenant agrees not to commit or permit any breach of the Lease. If Tenant shall default at the performance of any obligations of the Lease beyond applicable cure periods, if any, Lender may, at its option and after written notice to and receipt of consent from Landlord, with or without notice to Tenant, take any action necessary or desirable to cure the default. Tenant authorizes Lender to enter upon the Real Property for that purpose. 3.2.2 Tenant agrees to give immediate written notice to Lender of any default under the Lease within Tenant's knowledge, or the receipt by Tenant of any notice of default from Landlord and to furnish to Lender all information that Lender may request concerning the performance by Tenant of obligations of the tenant under the Lease. 3.2.3 Lender does not assume, nor shall it be deemed to have assumed or otherwise be responsible for, performance of any of the obligations of Tenant as Lessee under the Lease. 3.2.4 Tenant agrees that as long as this Mortgage is in effect, there shall be no merger of the Lease with the fee estate of the Real Property, by reason of the fact that the Lease may be held directly or indirectly by or for the account of any person who shall hold the fee interest in all or part of the Real Property or any interest of the Landlord (under the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station Property”) for the Tenant’s technology and operational requirements as shown on and described in Schedule “A”Lease. In the event Tenant acquires the fee title or any event, other interest in the location and square footage of the space provided Real Property covered by the Landlord for the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attachedLease, provided unless Tenant furnishes to Lender evidence reasonably satisfactory to Lender that the Landlord may relocate leasehold estate and the Premises fee estate have not merged and the Lease retains priority over any encumbrances on the fee interest or other interest in the future Real Property (or that there are no such encumbrances), this Mortgage will attach to and cover and be a lien upon sixty (60) days’ prior written notice the fee title or such other interest so acquired and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocationfee title or other interest shall, without further assignment, mortgage or conveyance, become subject to the Tenant’s prior written approval which approval may not be unreasonably withheldlien of this Mortgage. 2. for use 3.2.5 Except as otherwise set forth in common with othersthe Lease, so long as this Mortgage is in effect, Tenant agrees that no surrender or termination of the common areas Lease, in whole or in part, shall be valid or effective. 3.2.6 Tenant agrees that if the Lease is terminated prior to the expiration of its term by reason of Tenant's default, and if, pursuant to any provision of the Station Lease, or otherwise, Lender or its designee shall acquire, from Landlord, a new lease of the fee interest of the Property or any part of the Property, waiting roomTenant shall have no right, public washrooms (including handicap accessible washrooms) along with title or interest in the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Propertynew lease. 1.2 The parties agree 3.2.7 Tenant agrees that the Premises if any action or proceeding shall be in instituted to evict Tenant or to recover possession of the Location marked as VIA Designated Waiting Area Property or for any other purpose affecting the Lease or this Mortgage, Tenant will immediately deliver to Lender true copies of the complaint, summons, and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”all other pleadings and papers received by Tenant. 1.3 The Premises 3.2.8 Tenant shall be used by the Tenant only for the operation of rail passenger services pay, or reimburse Lender for, all sales taxes, intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage assignment taxes, transfer taxes and related activities in the Station Property similar taxes imposed on Lender relating to the use currently operated Secured Obligations, Note, this Mortgage, or the indebtedness secured by this Mortgage. At the Tenant in the Station Property. 1.4 For greater certaintydirection of Lender, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, at any time of day or night, are necessarily incidental to the Tenant’s railway operations. The Landlord has no objection to such Emissions and shall make no complaint to any governmental or judicial authority with respect to such Emissions. The Tenant shall not be responsible pay or reimburse Lender for such taxes 30 days after Lender gives notice to the Landlord for any damage to property or persons located on the Station Property as a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated by the Tenant or any governmental authorityTenant. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.

Lease. 1.1 Subject Purchaser and Seller each agree to use commercially reasonable efforts to cause the Landlord to either (i) consent to the terms and conditions herein Assignment of Lease or (ii) agree to terminate the Lease, in each case, upon the Closing (clause (i) or (ii) of the foregoing, as applicable, the “Lease Settlement”). If the Landlord agrees to lease consents to the Tenant Assignment of Lease at Closing, then at Closing (A) the Lease shall be assigned to or at the direction of Purchaser and (B) Purchaser shall post a replacement deposit with the Landlord and the Tenant agrees security deposit posted by Seller shall be returned to lease from Seller, after taking into account amounts deducted by Landlord, if any, for matters which arose or accrued prior to the Landlord Closing (the “Premises”): 1. for exclusive use, sufficient, adequate and suitable space at the Amherst Station at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ and being PID 25503160 (the “Station PropertyLease Deposit Amount”) or the Lease Deposit Amount shall, to the extent that the security deposit is assignable pursuant to Law and is assigned to the Purchaser at Closing, be paid by the Purchaser to the Seller at Closing, and, after the Closing, Seller shall have no further right to the security deposit posted under the Lease. To the extent the Lease Settlement has not occurred by the Closing, (a) the Lease shall not be assigned to Purchaser and Seller shall remain liable on the Lease, (b) the Lease Deposit Amount shall be paid by the Purchaser to the Seller at Closing and thereafter Seller shall have no further right to the security deposit posted under the Lease and shall promptly remit all amounts received in respect thereof to Purchaser, (c) Purchaser shall promptly reimburse Seller for all amounts payable by the Seller under the Lease that first arise or accrue from and after the Closing, (d) Purchaser shall have the right, in its discretion, to market the Lease for assignment or sublet and (e) Seller shall not, without the prior written consent of Purchaser, which may be granted or withheld in its sole discretion, amend or modify the terms of the Lease, grant or waive any rights, consents or approvals thereunder or default in the performance of its obligations thereunder in any material respect. Seller shall reasonably cooperate with Purchaser’s efforts to assign the Lease or sublet the premises, including (1) provide Purchaser, its representatives and potential assignees or subtenants with access to the premises and any information with respect to the premises or the Lease in Seller’s possession or control, (2) if requested by Purchaser, facilitate and participate in any submissions to or conversations with Landlord in connection therewith and (3) execute and deliver any documents reasonably requested by Purchaser and/or the Landlord to implement such assignment or sublet. If the Lease is assigned to a third party following the Closing, then upon the effectiveness of such assignment, to the extent Seller has no further obligations or liabilities under the Lease after such assignment, Purchaser shall have no further obligations or liabilities to Seller with respect to the Lease for the Tenant’s technology period from and operational requirements as shown after such assignment. If the Lease is assigned to Purchaser following the Closing, Purchaser shall become primarily liable on and described in Schedule “A”the Lease. In any event, the location and square footage of the space provided by the Landlord for If the Premises shall be sufficient for the Tenant’s requirements as identified in Schedule A attached, provided that the Landlord may relocate the Premises in the future upon sixty (60) days’ prior written notice and upon paying the costs of relocating all of the Tenant’s equipment into the relocated premises with similar leasehold improvements as existed before the relocation, subject to the Tenant’s prior written approval which approval may not be unreasonably withheld. 2. for use in common with others, of the common areas of the Station Property, waiting room, public washrooms (including handicap accessible washrooms) along with the Station Property lands i.e. the lands within the boundaries of PID 25503160 and outside the Station Property. 1.2 The parties agree that the Premises shall be in the Location marked as VIA Designated Waiting Area and approximately 50 square feet of a room for VIA technology as shown in Schedule “A”. 1.3 The Premises shall be used by the Tenant only for the operation of rail passenger services and related activities in the Station Property similar to the use currently operated by the Tenant in the Station Property. 1.4 For greater certainty, the Landlord acknowledges that the Station Property is located within an active railway station and that railway operations will result in the emission of noise, dust, vibrations, odours and other emissions (collectively, “Emissions”) which may affect the use and enjoyment of the Station Property. The Landlord acknowledges that such Emissions, are sublet at any time of day or nightfollowing the Closing and while the Seller remains liable on the Lease, are necessarily incidental then any rents paid by such subtenant shall be credited against the amount payable by Purchaser to Seller pursuant to clause (b) above. Except as expressly provided in this Section 7.18 to the Tenant’s railway operations. The Landlord has contrary, upon the assignment or termination of the Lease following the Closing, Purchaser shall have no objection further obligations or liabilities to such Emissions and shall make no complaint to any governmental or judicial authority Seller with respect to such Emissionsthe Lease. The Tenant terms of this Section 7.18 shall survive the Closing. For so long as Seller is the lessee under the Lease and the Lease has not been assigned to Purchaser or its designee, the Seller shall not take any action without the prior written consent of Purchaser that would reasonably be responsible expected to the Landlord for any damage to property or persons located on the Station Property as result in a result of its railway operations. In addition to its other obligations under this Lease, the Landlord agrees not to interfere with railway operations and to abide by all safety regulations from time to time promulgated claim by the Tenant landlord or any governmental authorityother person against the security deposit for the Lease. 1.5 The Landlord recognises that the Tenant is a major tenant and shall provide facilities and services accordingly and shall seek the approval in writing of the Tenant for any substantive changes to the operation of the Premises, such approval not to be unreasonably withheld. The Landlord may use the Station Property for any purposes but will ensure that the Station Property remains a railway station and will designate a portion of the Station Property to be used by the Tenant in the manner specified herein and that the Landlord’s use of the Station Property shall not cause an adverse effect upon the Tenant’s operations.