MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE, dated as of the _____ day of ____________, 2007,

is by and between the National Underground Railroad Freedom Center, Inc., an Ohio not for
profit company duly organized under and by virtue of the constitution and laws of the State of
Ohio (“Lessor”) and the State of Ohio, acting by and through the Ohio Cultural Facilities
Commission (“Lessee”). Capitalized words or terms not otherwise defined hereinafter shall have
the same meaning as set forth in the Lease (as such term is defined below).

WITNESSETH

WHEREAS, Lessor and Lessee have entered into a Second Amendment to Base Lease
dated the date hereof amending the Base Lease dated as of March 23, 2003 as previously
amended by the First Amendment to Base Lease dated as of July 1, 2005 (collectively, the
“Lease”), relating to the property more fully described below; and

WHEREAS, Lessor and Lessee desire, in lieu of recording the Lease, to execute and
record a memorandum of lease in accordance with Section 5301.251 of the Ohio Revised Code;

NOW, THEREFORE, Lessor and Lessee hereby state as follows:

1. Name and Address of Lessor.

National Underground Railroad Freedom Center, Inc.
50 East Freedom Way
Cincinnati, Ohio 45202
Attn: Chief Financial Officer

2. Name and Address of Lessee.

Ohio Cultural Facilities Commission
20 East Broad Street, Suite 200
Columbus, Ohio 43215
Attn: Executive Director

3. Description of Leased Premises. The Leased Premises is further described as

Exhibit “A” attached hereto and made a part hereof.

4. Date of the Second Amendment to Base Lease. _______________, 2007

5. Term of the Lease. Subject to the provisions of Article X of the Lease pertaining
to termination, the term of the Lease commenced on March 25, 2003 and shall terminate upon
the payment and discharge of the Bonds (as defined in the Lease).

6. This Memorandum of Lease contains only selected provisions of the Lease and
reference is made to the full text of the Lease for the complete terms and conditions thereof.
This Memorandum of Lease shall not, in any way, amend or supersede the terms and conditions
of the Lease.

IN WITNESS WHEREOF, Lessor and Lessee, through their duly authorized

representatives, have executed this Memorandum of Lease as of the date set forth above.

LESSOR
NATIONAL UNDERGROUND RAILROAD
FREEDOM CENTER, INC.

By:
Name: Don Murphy
Title: President and Chief Executive Officer

LESSEE
STATE OF OHIO, acting by and through the
OHIO CULTURAL FACILITIES COMMISSION

By:
Name: Kathleen M. Fox
Title: Executive Director

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 ACKNOWLEDGEMENTS

STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )

The foregoing instrument was acknowledged before me on ________________, 2007, by

Don Murphy, the President and Chief Executive Officer of the National Underground Railroad
Freedom Center, Inc. who acknowledged that (s)he executed the foregoing instrument for and on
behalf of Lessor, and that (s)he did so as his/her and the Lessor’s own free act and deed, and that
he/she is duly authorized to enter into and execute this instrument for and on behalf of the said
Lessor.

Notary Public

STATE OF OHIO )
) ss:
COUNTY OF FRANKLIN )

The foregoing instrument was acknowledged before me on ________________, 2007, by

Kathleen M. Fox, the Executive Director of the Ohio Cultural Facilities Commission, who
acknowledged that she executed the foregoing instrument for and on behalf of Lessee, and that
she did so as her and the Lessee’s own free act and deed, and that she is duly authorized to enter
into and execute this instrument for and on behalf of the said Lessee.

Notary Public

This Memorandum of Lease prepared by:

Stephen P. Grassbaugh
Peck, Shaffer & Williams LLP
175 South Third Street, Suite 600
Columbus, Ohio 43215
614-233-5395

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 EXHIBIT “A”

LEGAL DESCRIPTION

Air rights above Elevation 510 of Lot 3, The Banks, Phase I, the plat of which is recorded
in Plat Book 361, Pages 62 and 63 in the office of the Recorder of Hamilton County, Ohio.