;;o. c I"'\ z. :enc. ml>~ ("\ Vt. ,.. :c CORPORATION WARRANTY DEED WITH RESTRICTIONS

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1 ' j 2 - (I; }> (.' 0 W "tjo v :.; ' ;;o -n c I"'\ z :enc l> ("\ Vt,.. :c ("\ () ::c );> Ito V'I -n? :c 1' '.:'\...,, ' \ "' Q - ( co I. > :v:.. ', (., i"),, r1 (.,.) l'i y ;. t.,._; "",.. 3 U:.J ;,}J _.,.,, I er""' '' (_') I c:::> > I ' '><; rn :z -i ;;o 'r-_) rn (_-:J C..J ).>!--' (/) U1 :: C) (;',) - -i _r:: :-o I-" c.:: -:::.::. ;_,. co!tl _.,, -..J.c:_ -1 z 0 Return to: Brandon S. Connick P.O. Box 790 Grand Island, Ne CORPORATION WARRANTY DEED WITH RESTRICTIONS GRAND ISLAND AREA ECONOMIC DEVELOPMENT CORPORATION, a Nebraska non-profit corporation, GRANTOR, in consideration of Four Hundred Thousand and No/100 Dollars ($400,000.00) and other valuable consideration received fro GRANTEE, FREIGHTCAR RAIL SERVICES, L.L.C., a Delaware liited liability copany, conveys to GRANTEE, the following described real estate (as defined in Neb. Rev. Stat ): Lot One (1), C.A.A.P. North Railroad Subdivision, Hall County, Nebraska; Lot One (1), C.A.A.P. West Railroad Subdivision, Hall County, Nebraska; and Lot Two (2), C.A.A.P. East Railroad Subdivision, Hall County, Nebraska; A tract ofland coprising a part of the Southwest Quarter (SW Y-t) and a part of the Southeast Quarter (SE Y-t) of Section Seven (7), Township Eleven (11) North, Range Ten (10) West of the 6 1 h P.M., Hall County Nebraska, and ore particularly described as follows: Beginning at a point on the west line of said Southwest Quarter (SW 'l'4 ), said point being Six Hundred Eighty Three and Eight Tenths (683.80) feet north of the southwest corner of said Southwest Quarter (SWl/4) said point also being Fifteen (15.00) feet south of (easured perpendicular to) the centerline of an existing east-west railroad track; thence running northerly, along and upon the west line of said Southwest Quarter (SWl/4), a distance of Thirty (30.00) feet to a point which is Fifteen (15.00) feet north of (easured perpendicular to) said existing east-west railroad track centerline; thence deflecting right 90 00' 36" and running easterly, parallel with and Fifteen (15.00) feet north of (easured perpendicular to) said existing east-west railroad track centerline, a distance of Two Thousand Six Hundred Seventeen and Sixty Five Hundredths (2,617.65) feet to a point on the northerly prolongation of the west line of the Waste Water Treatent Plant property; thence deflecting right 90 24' 04" and running southerly, along and upon the northerly prolongation of the west line of said Waste Water Treatent Plant property, and along and upon the west line of said Waste Water Treatent Plant property, a distance of Thirty (30.00) feet to a point which is Fifteen (15.00) feet south of (easured perpendicular to) said existing east-west railroad track centerline; thence deflecting right 89 35' 56" and running westerly, parallel with and Fifteen (15.00) feet south of (easured perpendicular to) said existing east-west railroad track centerline, a distance of Two Thousand Six Hundred Seventeen and Forty Four Hundredths (2,617.44) feet to the point of beginning.

2 ! Grantor acquired the real estate fro the United States of Aerica ("USA") pursuant to (i) the Quitclai Deed dated August 5 1 \ 2008 and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No (ii) the Quitclai Deed dated August 5, 2008, and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No , (iii) the Quitclai Deed dated August 5, 2008, and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No (iv) the Quitclai Deed dated August 5, 2008 and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No (the above-described Quitclai Deeds shall be collectively referred to herein as the 'CHAAP Deed") and are incorporated herein as though set forth verbati. The CHAAP Deed set forth certain notices of the condition of the Real Estate (the Environental Disclosures") as well as reservations, restrictions and easeents, related to the environental condition of the Real Estate (the "Environental Conditions"). Grantor conveys the Real Estate subject the Environental Disclosures and the Environental Conditions and Grantee shall take possession of the Real Estate subject to the Environental Disclosures and Environental Conditions. Grantor further discloses and this conveyance is subject to the following: a.) b.) The United States of Aerica is a third party beneficiary of the Environental Disclosures and Environental Conditions; and Grantee and its successors or assigns, shall neither transfer, lease nor grant any interest, privilege or license whatsoever in connection with the Real Estate without inclusion of the Environental Disclosures and Environental Conditions and shall require the inclusion of such Environental Disclosures and Environental Conditions in all future deeds, transfers, leases, or grants of any interest, privilege or license in the Real Estate. GRANTOR covenants with GRANTEE that GRANTOR: 1. is lawfully seized of such real estate and that it is free fro encubrances, except easeents and restrictions of record and as specifically set forth above; 2. has legal power and lawful authority to convey the sae; and 3. warrants and will defend title to the real estate against the lawful clais of all persons. Executed this 23 day of June, 2015 ST A TE OF NEBRASKA ) ) SS COUNTY OF HALL ) GRAND ISLAND AREA ECONOMIC DEVELOPMENT CORPORATION, A a nonrofit corporation By: I.),._,,_,/ 2-.. Dave Taylor, esident The foregoing instruent was acknowledged before e on thisrj day of June, 2015 by Dave Taylor, President of Grand Island Area Econoic Developent Corporation, a Nebraska nonprofit corporation, on behalf of the corporation. Notary Public My coission expires: c:rl=os / GENERAL NOTARY State of Nebraska BRANDON S. CONNICK My Co. Exp. October21, 2015

3 .,, ::u c: n z,, "'.. ::c I () (/) cc --i t::: J:: j -"'l ft] C'1 -r1 -,,,...i c r11 r - _J; r-,..... (j) ( ') J;... :z -f ;o NO )> c::> en,_.:z ui en -I C) ::::a en -..J N t::n z:: 0 Return to: Steptoe & Johnson PLLC Post Office Box 1588 Charleston, WV Attn: Joseph G. Bunn, Esq. SPECIAL WARRANTY DEED WITH RESTRICTIONS Tl{IS SPECIAL WARRANTY DEED WITH RESTRICTIONS is ade and entered into on this.\'"\day of Septeber, FreightCar Rail Services, LLC, a Delaware liited liability copany ("GRANTOR"), in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration received fro or on behalf of ARS Nebraska, LLC, a Delaware liited liability copany ("GRANTEE'), conveys to GRANTEE, the real estate (as defined in Neb. Rev. Stat ) described in Exhibit A attached hereto ("Real Estate"), subject to the atters set forth on Exhibit B attached hereto. GRANTOR covenants with GRANTEE that GRANTOR: (1) is lawfully seized of such real estate and that it is free fro encubrances created by GRANTOR, except easeents and restrictions of record and as set forth on Exhibit B attached hereto; (2) has legal power and lawful authority to convey the sae; and (3) warrants and will defend title to the real estate against the lawful clais of all persons claiing the sae or any part thereof through, by or under GRANTOR. Special Provisions GRANTOR acquired the real estate fro the Grand Island Area Econoic Developent Corporation, a Nebraska non-profit corporation ("GIAEDC'), pursuant to the Corporation Warranty Deed with Restrictions dated June 23, 2015 and recorded with the Hall County Register of Deeds on June 23, 2015 as Instruent No GIAEDC acquired the real estate fro the United States of Aerica pursuant to (i) the Quitclai Deed dated August 5th,

4 2008 and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No ; (ii) the Quitclai Deed dated August 5, 2008, and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No ; (iii) the Quitclai Deed dated August 5, 2008, and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No ; (iv) the Quitclai Deed dated August 5, 2008 and recorded with the Hall County Register of Deeds on October 30, 2008 as Instruent No (the above-described Quitclai Deeds shall be collectively referred to herein as the "CHAAP Deed'') and are incorporated herein as though set forth verbati. The CHAAP Deed set forth certain notices of the condition of the Real Estate (the "Environental Disclosures") as well as reservations, restrictions and easeents, related to the environental condition of the Real Estate (the "Environental Conditions"). GRANTOR conveys the Real Estate subject the Environental Disclosures and the Environental Conditions and GRANTEE shall take possession of the Real Estate subject to the Environental Disclosures and Environental Conditions. GRANTOR further discloses and this conveyance is subject to the following: (A) (B) The United States of Aerica is a third party beneficiary of the Environental Disclosures and Environental Conditions; and GRANTEE and its successors or assigns, shall neither transfer, lease nor grant any interest, privilege or license whatsoever in connection with the Real Estate without inclusion of the Environental Disclosures and Environental Conditions and shall require the inclusion of such Environental Disclosures and Environental Conditions in all future deeds, transfers, leases, or grants of any interest, privilege or license in the Real Estate. [Signature page to follow.]

5 IN WITNESS WHEREOF, the GRANTOR has executed this Special Warranty Deed With Restrictions as of the date first written above. FREIGHTCAR RAIL SERVICES, LLC, a Delaware liited liability copany STATE OF ;t-\\'\ t\o, s COUNTY OF (oo''b ) ) ) I, l.) \ck\ l, ea.rt-, Notary Public in and for said County, in the State aforesaid, do hereby certify that-:soa:sh. ', who is personally known to e to be the sae person whose nae is subscribeto th g instruent, appeared before e this day in person and acknowledged that he signed and delivered the said instruent as his own free and voluntary act as the free and voluntary act of said anager, for the uses and purposes therein set forth. GIVEN, under y hand an notarial seal, this day of Sc=p±hee, 2015 (SEAL) Vticli' ';/. c NOTARY PUBLIC frlu1f OFFICIAL SEAL VICKI L PROT Notary Public - State of Illinois My Corirss1'1n Epires Jul [Signature Page to Special Warranty Deed-Grand Island (GIEDC)]

6 EXHIBIT A LEGAL DESCRIPTION OF REAL ESTATE Parcel 1: Lot One (1 ), C.A.A.P. North Railroad Subdivision, Hall County, Nebraska Parcel 2: Lot One (1), C.A.A.P. West Railroad Subdivision, Hall County, Nebraska Parcel 3: Lot Two (2), C.A.A.P. East Railroad Subdivision, Hall County, Nebraska Parcel 4: A tract of land coprising a part of the Southwest Quarter (SWl/4) and a part of the Southeast Quarter (SEl/4) of Section Seven (7), Township Eleven (11) North, Range Ten (10) West of the 6th P.M., Hall County, Nebraska, and ore particularly described as follows: Beginning at a point on the west line of said Southwest Quarter (SWI/4), said point being Six Hundred Eighty Three and Eight Tenths (683.80) feet north of the southwest coer of said Southwest Quarter (SWI/4), said point also being Fifteen (15.00) feet south of (easured perpendicular to) the centerline of an existing east - west railroad track; thence running northerly, along and upon the west line of said Southwest Quarter (SWI/4), a distance of Thirty (30.00) feet to a point which is Fifteen (15.00) feet north of (easured perpendicular to) said existing east - west railroad track centerline; thence deflecting right 90 00' 36" and running easterly, parallel with and Fifteen (15.00) feet north of (easured perpendicular to) said existing east - west railroad track centerline, a distance of Two Thousand Six Hundred Seventeen and Sixty Five Hundredths (2,617.65) feet to a point on the northerly prolongation of the west line of the Waste Water Treatent Plant property; thence deflecting right 90 24' 04" and running southerly, along and upon the northerly prolongation of the west line of said Waste Water Treatent Plant property, and along and upon the west line of said Waste Water Treatent Plant property, a distance of Thirty (30.00) feet to a point which is Fifteen (15.00) feet south of (easured perpendicular to) said existing east - west railroad track centerline; thence deflecting right 89 35' 56" and running westerly, parallel with and Fifteen (15.00) feet south of (easured perpendicular to) said existing east - west railroad track centerline, a distance of Two Thousand Six Hundred Seventeen and Forty Four Hundredths (2,617.44) feet to the point of beginning

7 EXHIBITB PERMITTED EXCEPTIONS a. Notice of Easeent executed by and between Southern Nebraska Rural Public Power District, a public corporation and Secretary of the Ary dated February 12, 1997 and recorded March 4, 1997 in the Register of Deeds Office as Docuent No (Parcels 1, 2, 3 and 4) b. Departent Of the Ary Aendent No. 1 to Easeent No. DACA , Cornhusker Ary Aunition Plant, Hall County, Nebraska filed February 28, 2001 in the Register of Deeds Office as Docuent No (Parcels 1, 2, 3 and 4) c. Departent of the Ary Assignent of Easeent Interests for Railroad Facilities located on Cornhusker Ary Aunition Plant, Hall County, Nebraska filed August 10, 2004 in the Register of Deeds Office as Docuent No (Parcel 1) d. Departent of the Ary Easeent for Railroad Facilities located on Cornhusker Ary Aunition Plant, Hall County, Nebraska, filed August 10, 2004 in the Register of Deeds Office as Docuent No (Parcels 1, 2, 3 and 4) e. Departent of the Ary Aendent No. 3 to Easeent No. DACA , Cornhusker Ary Aunition Plant, Hall County, Nebraska, dated July 26, 2004, filed Septeber 28, 2007 in the Register of Deeds Office as Docuent No (Parcels 1, 2, 3 and 4) f. Subject to Restrictions and Conditions and Perpetual and Assignable Easeent and Right of Way access as shown in the Quitclai Deed filed October 30, 2008 in the Register of Deeds Office as Docuent No , Docuent No , Docuent No , Docuent No (Parcels 1, 2, 3 and 4) g. Agreeent and Declaration of Covenants, Restrictions and Conditions between DTE Rail Services, Inc. and the County of Hall, dated Deceber 17, 2002, filed Deceber 4, 2009 in the Register of Deeds Office as Docuent No (Parcels 1, 2, 3 and 4) h. Departent of the Ary Assignent of Easeent Interests for Railroad Facilities located on Cornhusker Ary Aunition Plant, Hall County, Nebraska filed August 10, 2004 in the Register of Deeds Office as Docuent No Assignent of Easeent executed by DTE Rail Services, Inc. to FCRS, dated Noveber 1, 2010, filed Noveber 5, 2010 in the Register of Deeds Office as Docuent No (Parcels 1 and 4) 1. Railroad License Agreeent by and between Grand Island Area Econoic Developent Corp. (Licensor) and DTE Rail Services, Inc. (Licensee), dated Noveber 1, 2008, filed Deceber 8, 2010 in the Register of Deeds Office as Docuent No (Parcels 1, 2, 3 and 4) J. Easeent for Pipeline Right of Way located on Cornhusker Ary Aunitions, Hall County, Nebraska executed by the Secretary of the Ary to Northwestern Public Services.

8 Easeent for Pipeline Right of Way filed August 10, 1999 in the Register of Deeds Office as Docuent No (Parcels 2, 3 and 4) k. Departent of the Ary Aendent No. 1 to Easeent No. DACA filed Septeber 15, 2000 in the Register of Deeds Office as Docuent No (Parcels 2, 3 and 4) 1. Departent of the Ary Easeent for Public Road or Street located on Cornhusker Ary Aunition Plant, Hall County, Nebraska executed by and between the Secretary of the Ary and Hall County recorded Septeber 14, 1999 in the Register of Deeds Office as Docuent No Departent of the Ary Aendent No. 1 to Easeent No. DACA filed February 16, 2001 in the Register of Deeds Office as Docuent No (Parcels 2, 3 and 4). First Aendent to Railroad License Agreeent by and between Grand Island Area Econoic Developent Corp., Licensor and FCRS (successor of DTE Rail Services, Inc.) dated Noveber 18, 2010, filed Deceber 8, 2010 in the Register of Deeds Office as Docuent No (Parcel 2) n. Departent of the Ary Aendent No. 1 to Easeent No. DACA Cornhusker Ary Aunition Plant, Hall County, Nebraska, filed March 4, 2002 in the Register of Deeds Office as Docuent No (Parcel 4) o. Deed of Trust, Security Agreeent, Assignent of Leases and Rents and Fixture Financing Stateent executed by FCRS to Advantage Title Services, LLC, a Nebraska liited liability copany, Trustee, and Grand Island Area Econoic Developent Corporation, a Nebraska non-profit corporation, Beneficiary. Deed of Trust, Security Agreeent, Assignent of Leases and Rents and Fixture Financing Stateent ade as of June 23, 2015, filed June 23, 2015 in the Register of Deeds Office as Docuent No End of Exhibit B

EASEMENT DEED. 2) Thence N 60º12 36 W through said Parcel 1 a distance of Two Hundred Ninety- Five and 97/100 (295.97) feet to a point;

EASEMENT DEED. 2) Thence N 60º12 36 W through said Parcel 1 a distance of Two Hundred Ninety- Five and 97/100 (295.97) feet to a point; EASEMENT DEED TALL TREES CONSTRUCTION CORP., a Maine corporation having a mailing address of 30 Preservation Drive, Falmouth, Maine 04105 (the "Grantor") for consideration paid, grants to the TOWN OF FALMOUTH,