GUARANTY

THIS GUARANTY entered into effective this ___ day of ____________, 201_, is made and
delivered by John E. Pepper, Jr. and Frances G. Pepper, jointly and severally (hereinafter
referred to collectively as the “Guarantors”), with an address at 233 Oliver Road, Cincinnati,
Ohio 45215, and the STATE OF OHIO (the "State"), acting by and through the Ohio Cultural
Facilities Commission (the "Commission"), with an address of 100 East Broad Street, Suite 300,
Columbus, Ohio 43215, all being duly authorized to execute and deliver this Agreement.

WlTNESSETH:

WHEREAS, the 127th Ohio General Assembly appropriated bond funds in the amount of
$850,000 in Appropriation Line Item C371H2 of House Bill 562 to the National Underground
Railroad Freedom Center (“NURFC”) for reimbursement of construction expenses previously
incurred (the "Project"); and

WHEREAS, pursuant to the Ohio Revised Code (the “O.R.C.”) Chapter 154, Article VIII Section
2i of the Ohio Constitution, and pursuant to a General Bond Order issued by the Treasurer of
State of the State of Ohio (the "Treasurer") on August 31, 2005, as thereafter amended and
supplemented, there has been issued State of Ohio Cultural and Sports Capital Facilities Bonds
(collectively the "Bonds") for the purpose of providing moneys to pay the costs of acquiring,
constructing, reconstructing, rehabilitating, renovating, enlarging and otherwise improving,
equipping and furnishing capital facilities; and

WHEREAS, pursuant to Resolution No. R-11-06 adopted by the Commission on February 8,

2011, the Commission is to enter into a First Addendum (the “First Addendum”) to the
Cooperative Use Agreement (“CUA”) with NURFC for construction of the Project using a portion
of the proceeds of the Bonds (“Project Bond Funds”); and

WHEREAS, the Commission, in order to secure repayment of the Project Bond Funds if there is
a default under the CUA with NURFC, has requested that Guarantors guaranty repayment of
the Project Bond Funds before the Commission will enter into the First Addendum; and

WHEREAS, Guarantors desire to so guaranty repayment of the Project Bond Funds.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, stipulating to the veracity of the recitals above and for the purpose of
inducing the Commission to enter into the First Addendum with NURFC, Guarantors and the
Commission hereby agree as follows:

Section 1. Defined Terms.

In addition to the terms defined elsewhere in this Guaranty, the following terms shall have the
respective meanings set forth below:

(a) “Business Day” means any day other than a Saturday, Sunday, public holiday or other day
on which banking institutions in Columbus, Ohio, are generally closed and do not conduct
banking business.
(b) “Event of Default” means the occurrence of any breach or default under the CUA, as
amended by the First Addendum, any other document executed in relation thereto, or this
Guaranty which remains uncured following the expiration of any period of notice or grace
applicable thereto under the pertinent agreement.

(c) “Guaranteed Obligation” means the payment when due, by acceleration or otherwise, of all
of the indebtedness of NURFC under the CUA, as amended by the First Addendum, for the
Project Bond Funds or in any other documents executed in relation thereto, which may be
or become payable in accordance with the CUA, as amended, or in any other documents
executed in relation thereto.

(d) “Guarantors” means, collectively, John E. Pepper Jr., and Frances G. Pepper.

(e) “Project Bond Funds” means the portion of the State of Ohio Cultural and Sports Capital
Facilities Bonds funds expended by the Commission on the NURFC Project as set forth in
the CUA, as amended by the First Addendum.

(f) “CUA” means the Cooperative Use Agreement dated July 1, 2008 entered into by and
between NURFC and the Commission. Unless otherwise indicated, all references
hereinafter in this Agreement to the CUA mean the CUA as amended by the First
Addendum.

Section 2. Guaranty Unconditional.

Guarantors, absolutely and unconditionally, jointly and severally, guarantee the prompt payment
and performance when due of the Guaranteed Obligation. Guarantors undertake this continuing,
absolute, and unconditional guaranty of the aforementioned payment and performance by
NURFC notwithstanding that any portion of the Guaranteed Obligation may be void, voidable or
unenforceable as between NURFC and the Commission.

Section 3. Guaranty of Payment.

This instrument is a guaranty of payment and performance, and not a guaranty of collection.
Upon an Event of Default, and prior to the expiration of any applicable period of notice or grace,
the Commission may proceed against the undersigned Guarantors to collect the Guaranteed
Obligation, with or without proceeding against NURFC, any co-maker or co-surety or co-
guarantor, any endorser or any other collateral which may then be held as security for the
Guaranteed Obligation. Notwithstanding the foregoing, the Commission acknowledges and
agrees that in proceeding against the Guarantors hereunder for payment of the Guaranteed
Obligation, the Guarantors shall not be required to pay more than $850,000.

Section 4. Obligations Unaffected.

The obligations of the undersigned Guarantors under this Guaranty extends to all amendments,
supplements, modifications, renewals, replacements or extensions of the CUA. The liability of
Guarantors and the rights of the Commission under this Guaranty shall not be impaired or
affected in any manner by, and Guarantors hereby consent in advance to, and waive any
requirement of notice for, any (1) disposition, impairment, release, surrender, substitution, or
modification of any collateral securing the Guaranteed Obligation or the obligations created by
this Guaranty or failure to perfect a security interest in any collateral; (2) release (including
adjudication or discharge in bankruptcy) or settlement with NURFC or any other party which

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may be or become liable for the Guaranteed Obligation (including, without limitation, any maker,
indorser, guarantor or surety); (3) delay in enforcement of payment of the Guaranteed
Obligation or delay in enforcement of this Guaranty; (4) delay, omission, waiver, or forbearance
in exercising any right or power with respect to the Guaranteed Obligation or this Guaranty; (5)
defense arising from the enforceability, validity or genuineness of the CUA or the Bonds; (6)
defenses or counterclaims that NURFC may assert under or in respect to the CUA or in any
other documents executed in relation thereto, including, but not limited to, failure of
consideration, breach of warranty, fraud, payment, statute of frauds, bankruptcy, infancy, statute
of limitations, lender liability, accord and satisfaction and usury; (7) extensions or modifications
of the Guaranteed Obligation; or (8) other act or omission which might otherwise constitute a
legal or equitable discharge of the undersigned. Guarantors waive all defenses based on
suretyship or impairment of collateral, presentment, protest, demand for payment, any right of
set-off, notice of dishonor or default, notice of acceptance of this Guaranty, notice of the
incurring of any of the Guaranteed Obligation and notice of any other kind in connection with the
Guaranteed Obligation or this Guaranty. In the event the Commission shall realize upon any
collateral given to secure the CUA or the Project Bond Funds or other obligations of NURFC,
the net proceeds of the sale of such collateral will be applied first to such portion and
percentage of the Guaranteed Obligation, not guaranteed by the undersigned Guarantors. The
Commission has sole authority to determine whether to proceed against the collateral or to seek
payment of the Guaranteed Obligation by Guarantors.

Section 5. Certain Waivers.

Until such time as the Guaranteed Obligation shall have been satisfied or discharged in full,
regardless of the amount of Guarantors’ obligation to the Commission hereunder, Guarantors
hereby waive, release and discharge any claim, right or remedy which the undersigned may
now have or may hereafter acquire against NURFC that arises hereunder or from the
performance by Guarantors hereunder including, without limitation, any claim, remedy or right of
subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any
claim, right or remedy of the Commission against NURFC or any security which the Commission
may have or acquire, without regard to whether or not such claim, right or remedy arises in
equity, under contract, by statute, under common law or otherwise. Additionally, Guarantors
waive any requirement that the Commission exhaust any right or remedy, or proceed first
against NURFC or any security for the Guaranteed Obligation before calling upon Guarantors
for payment of the Guaranteed Obligation.

Section 6. Subrogation and Subordination.

UNTIL SUCH TIME AS ONE HUNDRED PERCENT (100%) OF THE GUARANTEED

OBLIGATION SHALL HAVE BEEN SATISFIED OR DISCHARGED, REGARDLESS OF THE
AMOUNT OF GUARANTORS’ OBLIGATION TO THE COMMISSION HEREUNDER,
GUARANTORS IRREVOCABLY WAIVE ANY AND ALL RIGHTS GUARANTORS MAY HAVE
AT ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW
OR CONTRACT) TO ASSERT ANY CLAIM AGAINST NURFC ON ACCOUNT OF PAYMENTS
MADE BY GUARANTORS UNDER THIS GUARANTY, INCLUDING, WITHOUT LIMITATION,
ANY AND ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, EXONERATION,
CONTRIBUTION OR INDEMNITY. UNTIL SUCH TIME AS ONE HUNDRED PERCENT (100%)
OF THE GUARANTEED OBLIGATION SHALL HAVE BEEN SATISFIED OR DISCHARGED,
REGARDLESS OF THE AMOUNT OF GUARANTORS’ OBLIGATION TO THE COMMISSION
HEREUNDER, GUARANTORS IRREVOCABLY SUBORDINATE ANY AND ALL
INDEBTEDNESS OF NURFC TO THE GUARANTORS, PRESENT AND FUTURE, HOWEVER
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EVIDENCED, TO THE PRIOR PAYMENT OF THE GUARANTEED OBLIGATION TO THE
COMMISSION.

Section 7. Effect of Bankruptcy Proceeding, Etc.

If at any time any whole or partial payment of the Guaranteed Obligation is rescinded or must
otherwise be restored or returned by the Commission upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of NURFC or upon or as a result of the appointment of
a receiver, intervener or conservator of, or trustee or similar officer for, NURFC, this Guaranty
will continue to be effective, or be reinstated, as the case may be, all as though such payment
had not been made.

Section 8. Miscellaneous Provisions.

(a) From time to time at the Commission’s request, the undersigned Guarantors will execute
and deliver to, or as directed by, the Commission any and all documents, instruments or
agreements of further assurance that the Commission may reasonably require to confirm
this Guaranty or to carry out the purpose and intent hereof.

(b) This Guaranty may not be modified, amended, discharged or terminated except by a written
instrument executed by each party against whom such modification, amendment, discharge
or termination is sought.

(c) No course of dealing and no delay by the Commission in exercising any right or remedy
hereunder will affect or impair any other or future exercise of any such right or remedy. The
rights and remedies of the Commission under this Guaranty are cumulative and not
exclusive of any rights or remedies which may be available to the Commission under the
CUA or in any other documents executed in relation thereto, at law or in equity; any or all
such remedies may be exercised concurrently or successively.

(d) Guarantors, jointly and severally, agree to pay, or to reimburse the Commission for, any
and all out-of-pocket expenses reasonably incurred by the Commission (including, without
limitation, reasonable attorneys’ fees and costs) in connection with the enforcement of the
Commission’s rights under this Guaranty.

(e) If any provision of this Guaranty, or the application of any such provision to any person or
circumstance, is held invalid or unenforceable, the remainder of this Guaranty or the
application of any such provision to other persons or circumstances will not be affected
thereby, and will remain valid and enforceable to the fullest extent permitted by law.

(f) This Guaranty will continue to be binding upon and constitute an obligation of Guarantors,
an obligation of each Guarantor’s successors and assigns, and will inure to the benefit of
the Commission and its successors and assigns.

(g) This Guaranty shall be governed by the laws of the State of Ohio.

(h) All notices or other written communications hereunder will be deemed to have been
properly given (1) one Business Day after having been deposited for overnight delivery with
any reputable overnight courier service or (2) three Business Days after having been
deposited in any post office or mail depository regularly maintained by the U.S. Postal
Service and sent by registered or certified mail, postage prepaid, return receipt requested,

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 addressed to Guarantor or the Commission, as the case may be, at the addresses set forth
on the first page of this Guaranty or addressed as such party may from time to time
designate by written notice to the other parties. Either party by notice to the other may
designate additional or different addresses for subsequent notices or communications.

(i) To the greatest extent permitted by law, Guarantors hereby waive any and all rights to
require marshalling of (1) NURFC’s assets or (2) any other collateral for the CUA by the
Commission. With respect to any suit, action or proceedings relating to this Guaranty (each,
a “proceeding”), the Commission and each Guarantor irrevocably (a) submits to the non-
exclusive jurisdiction of the state and federal courts having jurisdiction in the city of
Columbus and the State of Ohio, and (b) waives any objection which it may have at any
time to the laying of venue of any proceeding brought in any such court, waives any claim
that any proceeding has been brought in an inconvenient forum and further waives the right
to object, with respect to such proceeding, that such court does not have jurisdiction over
such party. Nothing in this Guaranty shall preclude the Commission from bringing a
proceeding in any other jurisdiction nor will the bringing of a proceeding in any one or more
jurisdictions preclude the bringing of a proceeding in any other jurisdiction.

(j) This Guaranty may be executed in multiple counterparts, and the signature of any party on
any counterpart may be attached to any other counterpart; all such signed counterparts
shall together comprise a single unified instrument.

(k) Each Guarantor hereby authorizes any attorney at law (which attorney may be an attorney
associated with the Commission or its counsel) at any time or times to appear in any state
or federal court of record in the United States of America after all or any part of the
Guaranteed Obligation shall have become due, whether by lapse of time, acceleration, or
otherwise, and in each case to waive the issuance and service of process, to present to the
court this Guaranty and any note or other writing (if any) evidencing the obligation or
obligations in question, to admit the due date thereof and the nonpayment thereof when
due, to confess judgment against either, or both, of the undersigned Guarantors in favor of
the Commission for the full amount then appearing due, together with interest and costs of
suit, and thereupon to release all errors and waive all rights of appeal and any stay of
execution. Such attorney confessing judgment on behalf of and against such Guarantor(s)
shall be entitled to a fee which may be paid by the Commission and for which the
Guarantors shall indemnify the Commission. The foregoing warrant of attorney shall survive
any judgment, it being understood that should any judgment against a Guarantor be
vacated for any reason, the Commission may nevertheless utilize the foregoing warrant of
attorney in thereafter obtaining one or more additional judgments against the undersigned
Guarantors, jointly or severally. Each of the Guarantors waives any conflict of interest in an
attorney retained by the Commission to confess judgment against it upon this Guaranty.

(l) In exercising its rights under this Guaranty, the Commission may exercise its right to
demand payment from any Guarantor individually without the requirement to demand or
seek payment from any other Guarantor hereunder. Guarantors agree that no release of
NURFC, any co-guarantor, or of any other person primarily or secondarily liable on the
Guaranteed Obligation, or any part thereof shall in any manner impair, diminish or affect the
liability of the Guarantors or the rights of the Commission hereunder.

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This Guaranty is executed as of the date set forth above.

“WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN
AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT
CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY
HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS,
FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.”

Signed in the presence of: GUARANTORS:

_______________________________
Signature

_______________________________ By: __________________________________

Printed Name John E. Pepper, Jr.

_______________________________
Signature

_______________________________
Printed Name By: __________________________________
Frances G. Pepper

Signed in the presence of: STATE OF OHIO, by and through the

OHIO CULTURAL FACILITIES COMMISSION

_______________________________
Signature

_______________________________ By: __________________________________

Printed Name Kathleen M. Fox, Executive Director

_______________________________
Signature

_______________________________
Printed Name

Approved as to form:

Richard Cordray, Ohio Attorney General

on attached approval form dated: ___________
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