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Page 1

DONATION VALUATION SUMMARY

Mississippi and Skuna Valley Rails-To-Trails Recreation DistrictIRS Form 8283 Donation to Patriot Rail Corp (#20-5657782)

Appraised PerAcres Mkt Value Acre

Yalobusha 140.60 $3,206,945 $22,809Calhoun 116.36 $2,654,055 $22,809

256.96 $5,861,000 $22,809

Donor:Patriot Rail Corp, 2255 Glades Road, Ste 342-W, Boca Raton, FL 33431 (561) 443-5300Gary O. Marino, President 1/30/2012

Appraisal by:01/30/12

John PintoRail-Trac Associates (#23-2229085)Box FHavertown, PA 19083(610)789-3015

Donee Acknowledgement:Mississippi and Skuna Valley Rails-To-Trails Recreation Distc/o John Crow Esq, 203 Wagner Street, Water Valley, MS 38965-2548Authorized Signature:Gaylon Gray Director, Yalobusha 2/22/2012

Of the property easement transferred by Quitclaim DeedFROM:Mississippi and Skuna Valley Railroad, LLC2255 Glades Road, Suite 342WBoca Raton, FL 33431561-443-5300

TO:Mississippi and Skuna Valley Rails-To-Trails Recreation Districtc/o John Crow, Esq203 Wagner StreetWater Valley, MS 38965-2548662-473-1870

Deed Book 20121 Page 19 on 1/6/2012by Amy F McMinn Chancery Clerk

and recorded in the Yalobusha County 1st District

• • raiser. Part I Information on Donated Prose To be com leted b the tax •a er and/or the a

Part H Taxpayer (Donor) Statement—List each item included in Part I above that the appraisal identifies as having a value of $500 or less. See instructions.

4 Check the box that describes the type of property donated:

❑ Art* (contribution of $20,000 or more) ❑ Qualified Conservation Contribution

❑ Art* (contribution of less than $20,000) El Other Real Estate ❑ Collectibles**

❑ Intellectual Property •

'Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antiques, decorative arts, textiles, carpets, silver, rare manuscripts, historical memorabilia, and other similar objects,

"'Collectibles Include coins, stamps, books, gams, jewelry, sports memorabilia, dolls, etc., but not art as defined above.

Note. In certain cases, you must attach a qualified appraisal of the property. See instructions.

5 (a) Description of donated property (if you need more space, attach a separate statement)

(b) if tangible property was donated, give a brief summary of the overall physical condition of the property at the time of the gift

(c) Appraised fair market value

A 140.60 Acres of Land In Yalobusha Cty. 3206945 00 B 116.36 Acres of Land in Calhoun Cty. 2654055 00 C D

(d) Date acquired by donor (mo., yr.)

(e) How acquired by donor

(f) Donors cost or adjusted basis

(g) For bargain sales, enter amount received

See instructions (h) Amount

deductclaimed as a

ion (7 Average di

of securities

A 12/31/2011 Purchase 83518 00 3123428 00 B 12/31/2011 Purchase 69119 00 2584936 00 C D

❑ Equipment

❑ Securities

❑ Other

Part IV

WIlssissip•" and Skuna Valle Rail-To-Trails Recreation Dist. Address (number, street, and room or suite no.)

c/o John Crow Es.. 2 3 Wa•ner Str et Authorized signature

City or town, state, and ZIP code

Water Valley, MS 38965-2548 Title

1 , vat

Printed on Recycled Paper

Form 8283 (Rev. 12-2006)

Name(s) shown on your Income tax return

Patriot Rail Corp.

Section B. Donated Property Over $5,000 (Except Certain Publicly Traded Securities)—List in this section only items (or groups of similar items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section A). An appraisal is generally required for property listed in Section B (see instructions).

Page 2 Identifying number

20.5657782

I declare that the following item(s) Inc1, 1•ed in Part I a..+

(per item). Enter identifying letter fro fart I and de •

Si •nature of tax .a er donor Y A ,..-, 44 4, Part MI Declaration o Appraiser

o the best of my knowledge and belief an appraised value of not more . than $600

pacific Item. See instructions. IP-

ate ► 1 3t) /1

I declare that I am not the donor, the donee, a party tot a transaction In which the donor acquired the property, employed by, or related to any of the foregoing persons, or married to any person who Is related to any of the foregoing persons, And, If reguiady used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year for other persons,

Also, I declare that 1 hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I am qualified to make appraisals of the type of property being valued, I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore, I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a) (aiding and abetting the understatement of tax liability), In addition, I understand that a substantial or gross valuation misstatement resulting from the appraisal of the value of the properly now, or reasonably should know, would be used in connection with a return or claim for refund, may subject

• ir o a at eve no r'

Title lir- 0A42*--1A7c Date Ir.

entifying number

-xxici t) City or town, state, and

4

code Z

'aee,;.4-1

Donee Acknowled•men To be com eted b the charitable or anization.

This charitable organization acknowledges that it is a qualified organization under section 170(c) and that It received the donated property as described

in Section B, Part I, above on the following date l► December 31, 2011

Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in SeCtion B, Part I (or any portion thereof) within 3 years after the date of receipt, it will file Form 8282, Donee Information Return, with the IRS and give the donor a copy of that form, This acknowledgment does not represent agreement with the claimed fair market value.

Does the organization intend to use the •ropert for an unrelated use? > ❑ Yes ❑ No

Name of charitable organization (donee)

me to the penalty under section 6 Sign Here Signature to

Business address (Includ'

)713'

no.)

been barred from presenting evidence or testimony by the Office of Professional Responsibility,

Employer identification number

Date

Form 8283 (Rev. 12-20061

PATRIOT RAIL CORP. Investing in America

Robert I. Schellig, Jr. Vice President — Law

February 3, 3012

Mississippi & Skuna Valley Rails-To-Trails Recreation District c/o John Crow, Esq. 203 Wagner Street Water Valley, MS 38965-2548

Re: Rails to Trails Closing

Dear Mr. Crow:

via Fed Ex

Enclosed for your execution is the original IRS form 8283 that evidences the charitable deduction of the rail line land to the Recreational District. The appraisal report that supports the amounts reflected in the form was sent to you by Roy Tipton, Special Attorney General, on December 31, 2011.

Please sign the form where indicated, fill in your title and the Fed. ID number and return it to me as soon as possible.

If you have any questions do not hesitate to call me.

Cc: Roy Tipton, Esq., via email

ONE BOCA PLACE • 2255 GLADES ROAD / SUITE 342-W BOCA RATON, FLORIDA 33431 TELEPHONE: 561.443.5300 • FACSIMILE: 561.443,5319

600 BALTIMORE AVENUE, SUITE 301 TOWSON, MARYLAND 21204-4022

(410) 296-2250 k (202) 466-6532 FAX (410) 332-0885

me.

Sincere! y

s E. Gitomer Attorney for: Mississippi & Skuna Valley

Railroad, LLC

LAW OFFICES OF

Louis E. GITOMER, LLC. Louis E. GITOMER Lou@lgraillaw.com

MELANIE B. YASBIN Melanie@lgraillaw.com 410-296-2225

February 3, 2012

Ms. Cynthia T. Brown Chief of the Section of Administration, Office of Proceedings Surface Transportation Board 395 E Street, S.W. Washington, D. C. 20423

RE: Docket No. AB-1089X, Mississippi & Skuna Valley Railroad, LLC-Abandonment Exemption—in Yalobusha and Calhoun Counties, MS

Dear Ms. Brown:

The Mississippi & Skuna Valley Railroad, LLC ("MSV") notifies the Surface Transportation Board that it has entered an interim trail use/rail banking agreement with Mississippi & Skuna Valley Rails-To-Trails for the 21-mile rail line between Bruce Junction, milepost 21.0 and Bruce, milepost 0.0 (the "Line"), all in Yalobusha and Calhoun Counties, MS. MSV has not consummated the abandonment of the Line.

Thank you for your assistance. If you have any questions, please call or email

Cc: Ms. Amy F. McMinn

1

I declare that the following item(s) incl

(per item). Enter identifying letter fro

Signature of taxpa er donor

o the best of my knowledge and belief an appraised value of not more than $500

pecific item. See instructions. 01-

3 2— ate *- 2 Declaration o Appraise

Title

▪

010.2%-1 ,Coic. Date

entifying number

City or town, state, a,d • code

Donee Acknowled•me To be com leted b the charitable or anization.

Form 8283 (Rev. 12-2008)

Narne(s) shown on your income tax return

Patriot Rail Corp,

Page 2 Identifying number

20.5657782 Section B. Donated Property Over $5,000 (Except Certain PubliclyTraded Securities)—List in this section only items (or groups of similar

items) for which you claimed a deduction of more than $5,000 per item or group (except contributions of certain publicly traded securities reported in Section A). An appraisal is generally required for property listed in Section B (see instructions).

rEril—Trirj- n0o7WbOrted Property—To be completed by the taxpayer and/or the appraiser. 4 Check the box that describes the type of property donated:

❑ Art" (contribution of $20,000 or more) ❑ Qualified Conservation Contribution ❑ Equipment

❑ Art* (contribution of less than $20,000) IZI Other Real Estate ❑ Securities

❑ Collectibles** ❑ Intellectual Property ❑ Other

'Ad includes paintings, sculptures, watercolors, prints, drawings, ceramics, antiques, decorative arts, textiles, carpets, sliver, rare manuscripts, historical memorabilia, and other similar objects.

'"Collectibles include coins, stamps, books, gems, jewelry, sports memorabilia, dolls, etc., but not art as defined above.

Note. In certain cases, you must attach a qualified appraisal of the property. See instructions.

(a) Description of donated property (If you need more space, attach a separate statement)

(b) If tangible property was donated, give a brief summary of the overall physical condition of the property at the time of the gift

(c) Appraised fair market value

A_ 140.60 Acres of Land In Yalobusha Cty. 3206945 00 B 116.36 Acres of Land In Calhoun Cty. 2654055 00 C D

(d) Date acquired by donor (mo., yr.)

(e) How acquired by donor

(f) Donor's cost or adjusted basis

_....

(g) For bargain sales, enter amount received

See instructions (h) Amount claimed as a

deduction (1) Average trading price

of securities

A 12/31/2011 Purchase 83518 00 3123428 00 B 12/31/2011 Purchase 69119 00 2584936 00

C D Part II Taxpayer (Donor) Statement—List each item included in Part I above that the appraisal identifies as having

a value of $500 or less. See instructions.

I declare that I am not the donor, the donee, a party tot a transaction In which the donor acquired the property, employed by, or related to any of the foregoing persons, or married to any person who Is related to any of the foregoing persons. And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during my tax year for other persons. Also, I declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described In the appraisal, I am qualified to make appraisals of the type of property being valued. I certify that the appraisal fees were not based on a percentage of the appraised property value. Furthermore, I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a) (aiding and abetting the understatement of tax liability). In addition, I understand that a substantial or gross valuation misstatement resulting from the appraisal of the value of the pro. : now, or reasonably should know, would be used In connection with a return or claim for refund, may subject me to the penalty under sectione ela _,•f' at ave no been barred from presenting evidence or testimony by the Office of Professional Responsibility, w Sign Here Signature Ig,

10111' . (includ

/1/110 ./.4---

Business address (i no.) "00°

)Z-

This charitable organization acknowledges that it is a qualified organization under section 170(c) and that It received the donated property as described

in Section B, Part I, above on the following date ► December 31, 2011

Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in Section B, Part I (or any portion thereof) within 3 years after the date of receipt, it will file Form 8282, Donee Information Return, with the IRS and give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value.

Does the organization intend to use the property for an unrelated use? ► ❑ Yes ❑ No

Name of charitable organization (donee)

Mississip and Skuna Valle Rail-To-Trails Recreation Dist. Address (number, street, and room or suite no.)

c/o John Crow Es.. 213 Wa•ner SU et

Employer Identification number

City or town, state, and ZIP code

Water Valley, MS 38965.2548 Title

'Ne—oc.z-nee_

Authorized signature

Date Z./ 7-1

Printed on Recycled Paper - l• I 'I. I ^

Form 8283 (Rev. 12-20081

20121 43 Deed of Trot Boil* &. Pne

BENEFICIARY'S DEED OF RELEASE AND FULL RECONVEYANCE

FIFTH THIRD BANK, in its capacity as Collateral Agent ("Beneficiary"), the present beneficiary under the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated February 28, 2011, and recorded March 16, 2011, in Book 20111 at Page 338, official records of Yalobusha County, Mississippi (the "Deed of Trust"), wherein Mississippi & Skuna Valley Railroad LLC, a Delaware limited liability company ("Grantor") is grantor, and First American Title Insurance Company, is trustee (the "Trustee"), and the present holder of all indebtedness and obligations secured thereby, hereby releases and reconveys to the person or persons legally entitled thereto, without covenant or warranty, express or implied, all the estate, title and interest acquired by Beneficiary and Trustee under said Deed of Trust.

[The remainder of this page is intentionally left blank; signature page to follow]

20121 44 Deed of Trust Book 8 Page

IN WITNESS WHEREOF, the Release and Full Reconveyance this I

dersigned Beneficiary has executed this Deed of )-\ day of December, 2011.

FIFTH THIRD BANK, an Ohio banking

corporation, in its capacity as Collateral

STATE OF }

}

COUNTY OF }

Personally appeared before me, the undersigned authority in and for the said county and

Mate, on this 13 day of December, 2011, within my jurisdiction, the within named Yk7)1 St_herd),. who proved to me on the basis of satisfactory evidence to be the

person(s) whose name(s) is/are subscribed in the above and foregoing instrument and acknowledged that he/she/they executed the same in his/her/their representative capacity(ies), and that by his/her/their signature(s) on the instrument, and as the act and deed of the person(s) or entity(ies) upon behalf of which he/she/they acted, executed the ,above and foregoing instrument, after first having been duly authorized so to do.

‘\ ViALAUVV4(4)

OTARY PUBLIC) My commission expires

OFFICIAL SEAL ANITA MCKINLEY

Notary Public • State of Illinois ALgornmission Expires MI 27, 2013

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20121 19 Recorded in the Above Deed Book & Rase 01-06-2012 09:16:23 Al AMY F McMinn Chancery Clerk Yalobusha County 1st District

Yalobusha County 1st District certify this instruent 435 filed on

01-06-2012 09:16:23 Ai and recorded in Deed Book 20121 at paces 19 - 22 MY4t1 C xery Clerk

Prepared By and Return To: Co-Prepared By for Purposes of Proskauer Rose LLP Complying with Mississippi Law: 2255 Glades Road, Suite 421A Butler, Snow, O'Mara, Stevens & Cannada, PLLC Boca Raton, FL 33431 Attn: Don B. Cannada, MB#5848 (561) 995-4730 1020 Highland Colony Pkwy, Suite 1400

Ridgeland, MS 39157 (601) 948-5711

Grantor: Grantee: Mississippi & Skuna Valley Railroad, LLC Mississippi & Skuna Valley Rails-to-Trails Recreational District 2255 Glades Road, Suite 342W do John Crow, Esq. Boca Raton, FL 33431 203 Wagner Street (561)443-5300 Water Valley, MS 38965-2548

(662)473-1870

To the Chancery Clerk of Yalobusha County, Mississippi: The real property described herein is situated in the: NE 1/4 and SE' of Section 8, NW 1/4 of Section 9, NW 1/4 and SW 1/4 of Section 16, NE 1/4 of Section 17, NE' , NW' and SE 1/4 of Section 21, SE' and SW 1/4 of Section 22, SW '/A and SE'/ of Section 23, and SE 1/4 and SW '/4 of Section 24, all in Township 24 North, Range 6 East; and SE 1/4 and SW 'A of Section 19, SE '/4 and SW 1/4 of Section 20, SE 1/4 and SW '/4 of Section 21, SE '/4 and SW '/4 of Section 22, SW 'A, NE 1/4 and NW 'A of Section 23, NW 1/4 and NE VS of. Section 24, and SW 1/4 and SE 1/4 of Section 13, all in Township 24 North, Range 6 East; all in Yalobusha County, Mississippi.

QUITCLAIIVI DEED

THIS QUITCLAIM DEED is made as of this 31 A day of December, 2011, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash in hand paid and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, MISSISSIPPI & SKUNA VALLEY RAILROAD, LLC, a Delaware limited liability company ("Grantor"), does hereby quitclaim and release, without warranty unto MISSISSIPPI & SKUNA VALLEY RAILS-TO-TRAILS RECREATIONAL DISTRICT, a political subdivision of the State of Mississippi ("Grantee"), the land and property located in Yalobusha County, Mississippi and more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property"), excluding any and all installed track material, including rails, ties, ballasts, fasteners, cross ties in place and located on the Property as of the date of this Quitclaim Deed (the "Track Materials").

Grantor has not and does not make any representation or warranty to Grantee, whether express or

implied or arising by operation of law, concerning any physical condition of the Property hereby

conveyed. Grantee is aware that said Property was used for railroad purposes.

Space Above Line For Official Use - Only

8524/59563-002 current/26188777v3

12/20/2011 3:44 pro

111

20121 20 Deed Book 8 Page

Grantee, having full opportunity to investigate said Property and its physical condition, is relying solely on its judgment as to such matters. Grantee, for itself, and its successors and assigns, accepts this deed and is taking possession AS-IS, WHERE-IS, and shall make no claim, demand or notice against Grantor on account of the condition of the Property. By acceptance of this deed, Grantee expressly waives (to the extent allowed by applicable law) any claims under federal, state or other law that Grantee might otherwise have against Grantor relating to the use, characteristics or condition of the Property or improvements located thereon, including, without limitation, any claim arising from any environmental condition or the presence of hazardous materials. The provisions of this paragraph are bargained for provisions between Grantor and Grantee and are a material part of Grantor's consideration.

This conveyance is made subject to all building restrictions, restrictive covenants, easements, rights of way and mineral reservations of record, if any, pertaining to the Property.

Grantor hereby reserves for itself and grants to its licensees, until August 8, 2013, a non-exclusive easement on, over and across the Property for the purpose of removing the Track Materials and related and ancillary purposes, including, but not limited to, access over and across the Property to the Track Materials and temporary storage of the Track Materials on the Property during removal.

[SIGNATURE PAGE FOLLOWS]

2 8524/59563-002 current/26188777v3 12/20/2011 3:44 pm

RAILR D, LLC

Name: Title:

20121 21 Deed Book a Page

IN WITNESS WHEREOF, Grantor has duly executed this instrument as of the day and year first above written, but actually executed by Grantor on the date set forth in the acknowledgment of the Grantor below.

MISSISS PI & SKUNA VALLEY

STATE OF o 14 COUNTY OF en

Personally appeared before me, the undersigned authority in and for the said county and state on this 31' day of December, 2011, within my jurisdiction, the within named

~-qq-eeq - i t4/0 who acknowledged that he/she is itEsti1e:47- et C-k—U of MISSISSIPPI & SKUNA VALLEY RAILROAD, LLC, a

Delaware limited liability company, and that for and on behalf of the said limited liability company, and as its act and deed he/she executed the above and foregoing instrument, after first having been duly authorized by said limited liability company so to do.

My commission expires:

t1 Ci a49 it

(Affix official seat if applicable)

ibreamill6401.0116.1■46.011ftermilhurftrillmilimme AVM ,,, SHARON A HECKER

Notary Public - State of Florida • •i My Comm. Expires Nov 29, 2015

Commission # CE 119129 B onded Through Nationei Notary Assn.

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3

8524/59563-002 current/26188777v3 12/20/2011 3:44 pm

111"-"""-"

20121 22 Deed Book & Page

EXHIBIT A LEGAL DESCRIPTION

IN YALOBUSHA COUNTY, MISSISSIPPI

The railroad corridor being of variable width and extra width property, together with the track, hereditaments and appurtenances located thereon (the "Property"), being the property of Mississippi Et Skuna Valley Railroad Company as constructed and built, over and across the following described lands;

Beginning at Station 00+00 on the centerline of the Mississippi Skuna Valley Railroad right of way, said point being Station 18+47.56 on the Illinois Central Railroad Company's main tract in the SE1 /4NE1 /4 of Section 8, Township 24 North, Range 6 East of the Choctaw Meridian, as more particularly described in the Easement for Right-of-Way dated June 25, 1954 from the United States of America by and through the Secretary of Army

thence generally, in an easterly direction, over and across the following lands:

Description

5/2NE/4; E/2SE/4;

Section Township Range, Choctaw Meridian

NW/4SE/ 4 8 24 North 6 East

NW/4NW/4NW/4 9 24 North , 6 East

W/2 • 16 24 North 6 East

NE/4NE/4 17 24 North 6 East

W/2NE/4; NE/4NW/4; N/25E/4; N/25E/4SE/4 21 24 North 6 East

5/2N/25/2; N/25/25/2 22 24 North 6 East

5/2N/2S/2; N/25/25/2 23 24 North 6 East

5/25/2 24 24 North 6 East

5/25/2 19 24 North 7 East

5/25/2 20 24 North 7 East

5/2N/2S/2; N/25/25/2 21 24 North 7 East

5/2N/25/2 22 24 North 7 East

N/25W/4; SE/4NW/4; 5/2NE/4SE/4NE/4NE/4 23 24 North 7 East

N/2NW/4NW/4NW/4NE/4 24 24 North 7 East

SE/4SE/4SW/4; 5/25E/4 13 24 North 7 East