[FORM OF]

REDEMPTION AGREEMENT

This Redemption Agreement (this "Agreement") is entered into as of, 2005, among American Railcar Industries, Inc., a Missouri corporation ("ARI Missouri"), American Railcar Industries, Inc., a Delaware corporation and wholly-owned subsidiary of ARI Missouri ("ARI Delaware"; collectively with ARI Missouri, "ARI") and Vegas Financial Corp., a Nevada corporation ("Stockholder").

WITNESSETH

WHEREAS, 82,055 shares of New Preferred Stock, par value$.01 per share, of ARI Missouri are issued and outstanding as of the date hereof (including shares of New Preferred Stock of ARI Delaware into which such shares may be converted as described in further detail below, the "Shares");

WHEREAS, Stockholder currently holds of record and beneficially all of the Shares;

WHEREAS, ARI is contemplating a public offering of its shares of common stock of ARI ("Public Offering");

WHEREAS, in connection with the Public Offering, ARI Missouri plans to reincorporate in Delaware ("Reincorporation") pursuant to a merger with and into ARI Delaware, whereby ARI Delaware shall be the surviving corporation, and each Share shall be converted into one share of New Preferred Stock of ARI Delaware with substantially identical terms and conditions, including dividend and liquidation rights and preferences;

WHEREAS, ARI desires to purchase from Stockholder, and Stockholder desires to sell to ARI, the Shares upon the closing of the Public Offering upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound by the terms and conditions of this Agreement, the parties hereto hereby agree as follows:

ARTICLE 1.
Redemption of Shares.

Section 1.1 Repurchase and Redemption; Redemption Price. Based upon the representations and warranties of Stockholder set forth in Section 2 hereof, ARI agrees to repurchase and redeem from the Stockholder and, based upon the representations and warranties of ARI set forth in Section 3 hereof, Stockholder agrees to tender to ARI for repurchase and redemption, at the Closing (as defined in Section 1.3 below), all of the Shares for an aggregate price equal to the price to be paid for the Shares ("Redemption Price") pursuant to ARI's Articles or Certificate of Incorporation, as applicable ("Charter"), in connection with the liquidation, dissolution or winding up of ARI as if such liquidation, dissolution or winding up had taken place at the time of the Closing. For the avoidance of doubt, it is set forth that such Redemption Price per Share shall equal: (i)$1,000 ("NP Base Amount" as defined in the Charter), plus (ii) cumulative dividends accrued and unpaid on such Share as of the date of this Agreement, equaling$___ per share plus (iii) cumulative dividends which shall accrue on such Share from the date hereof until the Closing at a rate of$___ per day.

Section 1.2. Payment of Redemption Price. At the Closing, ARI shall pay the Redemption Price to the stockholder by [federal funds wire transfer of immediately available funds], against delivery of those documents and instruments listed and described in Section 1.4 hereof.

Section 1.3 Time and Place of Closing. The transfers and deliveries contemplated hereby (the "Closing") shall take place at the time and place of the closing of the Public Offering. The date of the Closing is referred to herein as the "Closing Date."

Section 1.4 Deliveries at Closing. At the Closing, the Stockholder shall authorize, execute and deliver to ARI, against payment of the Redemption Price one or more stock certificates representing the Shares, duly endorsed in blank, or accompanied by a duly executed stock power.

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