LIMITED LIABILITY COMPANY AGREEMENT

OF

INTERNATIONAL CULTURAL & ART PROPERTY EXCHANGE, LLC

This Limited Liability Company Agreement (this “Agreement”) of INTERNATIONAL CULTURAL & ART PROPERTY EXCHANGE, a Pennsylvania limited liability company (the “Company”), is made as of July 11, 2013 by Jing An, Xianfa Meng, Philadelphia Financial Services, LLC and Hailong Wang (collectively the “Founding Members”), and the persons executing the signature pages of this Agreement and the Subscription Documents (as defined herein).

WHEREAS, on or about July 11, 2013, the Founding Members formed the Company pursuant to the Limited Liability Company Law of the Commonwealth of Pennsylvania, as amended from time to time (the “Act”), by filing the Certificate of Organization (as defined herein) of the Company as provided in the Act;

WHEREAS, the parties desire to establish an exchange in the U.S. for trading fractional interests in cultural and art properties (the “Business”); and

WHEREAS, the parties hereby constitute themselves a limited liability company for the purposes and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members (as defined herein) hereby agree as follows:

Article 1. DEFINITIONS; CONSTRUCTION

1.1 Definitions .

Unless the context otherwise requires, the terms defined in this Article 1 shall, for the purposes of this Agreement, have the meanings specified below.

“Additional Investing Member” shall mean all parties, if any, who contribute an additional contribution pursuant to Section 4.1 (b) hereof.

“Affiliate” shall mean, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under direct or indirect common control with, such Person. For the purposes of this definition “control,” when used with respect to any specified Person, shall mean the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or partnership or other ownership

interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

“Certificate of Organization” shall mean the certificate of organization of the Company, and any amendments thereto and restatements thereof filed on behalf of the Company with the Commonwealth of Pennsylvania pursuant to the Act.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which banks in Pennsylvania are authorized or required by law to be closed.

“Capital Account” shall mean, with respect to any Member, the capital account of such Member, maintained in accordance with Article 7.

“Cash Flow” shall mean with respect to any period:

(a) The Gross Receipts during such period,

minus

(b) the sum of:

(i) Production Expenses during such period, to the extent not funded by the aggregate Contributions of the Members;

(ii) Other Expenses during such period; and

(iii) A reserve for future expenses or anticipated or potential claims as the Managing Members, in their sole discretion, deem necessary or advisable.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

“Company Minimum Gain” shall mean “partnership minimum gain,” as defined in § 1.704-2(b)(2) of the Treasury Regulations, and shall be determined in accordance with § 1.704-2(d) of the Treasury Regulations.

“Contribution” shall mean, with respect to any Member, the amount set forth opposite such Member’s signature on this Agreement, which amount shall be contributed to the Company in cash.

“Depreciation” shall mean, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year for federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be the amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for

such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset as of the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Members.

“Fiscal Year” shall mean the fiscal year of the Company (or portion thereof) which shall end on December 31 in each year; provided, however, that upon termination of the Company, “Fiscal Year” shall mean the period from the January 1 immediately preceding such termination to the date thereof.

“GAAP” shall mean generally accepted accounting principles consistently applied as in effect in the United States from time to time.

“Gross Asset Value” shall mean, with respect to any asset of the Company, such asset’s adjusted basis for federal income tax purposes, except that (i) the initial Gross Asset Value of any asset contributed to the Company shall be its gross fair market value (as determined by the Tax Matters Partner) at the time such asset is contributed or deemed contributed for purposes of computing Capital Accounts, (ii) upon the acquisition of an additional interest in the Company by a new or existing Member in exchange for services or more than a de minimis Contribution, the Gross Asset Value of all of the assets of the Company shall be adjusted to equal their respective gross fair market values (as determined by the Tax Matters Partner), (iii) the Gross Asset Value of any asset distributed in kind to any Member shall be the gross fair market value of such asset (as determined by the Tax Matters Partner) on the date of such distribution, and (iv) the Gross Asset Value of any asset determined pursuant to clauses (i) or (ii) above shall thereafter be adjusted from time to time by the Depreciation taken into account with respect to such asset for purposes of determining Net Income or Net Loss.

“Gross Receipts” shall be calculated on a cash basis of accounting and shall be defined to mean all sums derived by the Company from the operation of the exchange and related business operations, together with incidental investment income derived and received by the Company and other receipts of whatever kind or nature of the Company.

“Interest” shall mean the entire ownership interest of a Member in the Company at any time, including such Member’s share of Net Income and Net Loss, such Member’s rights to receive distributions and other benefits to which such Member may be entitled hereunder and under the Act, and the obligations of such Member to comply with the applicable terms and provisions of this Agreement.

“Investing Members” shall mean (i) all parties to this Agreement other than the Additional Investing Members and the Founding Members and the Managers, provided, however that if either of the Founding Members or the Managers contributes a Contribution to the Company, it also shall be treated, with respect to such Contribution, as an Investing Member hereunder, and (ii) all permitted

transferees of such parties that become parties to this Agreement in accordance with Article 11.

“Liabilities” means any liability, claim or loss, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise.

“Managers” shall mean John F. Wallace, Xianfa Meng and Hailong Wang and all Permitted Transferees or designees of John F. Wallace, Xianfa Meng and Hailong Wang who become parties to this Agreement in accordance with Article 11.

“Member Nonrecourse Debt Minimum Gain” shall mean “partner nonrecourse debt minimum gain,” as defined in § 1.704-2(i)(2) of the Treasury Regulations, and shall be determined in accordance with § 1.704-2(i)(3) of the Treasury Regulations.

“Members” means the Founding Members, the Investing Members and the Additional Investing Members, collectively, when acting in their capacities as members of the Company.

“Net Income” or “Net Loss” shall mean, with respect to any Fiscal Year or other period, the taxable income or loss of the Company as determined in accordance with the accounting method used by the Company for United States federal income tax purposes with the following adjustments:

(i) There shall be added to such taxable income or loss the amount, if any, of tax-exempt income received or accrued by the Company;

(ii) There shall be subtracted from such taxable income or loss the amount, if any, of any expenditures of the Company described in section 705(a)(2)(B) of the Code, including expenditures treated as described therein under §1.704(b)(2)(iv)(i) of the Treasury Regulations and not otherwise taken into account in computing Net Income or Net Loss;

(iii) If the Gross Asset Value of any asset is adjusted pursuant to clause (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account, immediately prior to the event giving rise to such adjustment, as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;

(iv) Gain or loss resulting from any disposition of any asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that such Gross Asset Value differs from the adjusted tax basis of such asset;

(v) In lieu of the depreciation, amortization, or other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year and all items of income, gain, loss, or deduction allocated pursuant to Section 7.4 shall not be taken into account in computing such taxable income or loss;

(vi) Items of income, gain, loss or deduction that are specially allocated pursuant to Article 7 shall be excluded from Net Income and Net Loss.

“Other Expenses” shall be calculated on the cash basis of accounting and shall be defined to mean all expenses of whatsoever kind or nature incurred in or in connection with the organization or operation of the business of the Company including, but not limited to, the promotion (through film festivals and similar events), marketing, advertising and distribution of the Film and ancillary and subsidiary rights therein, including, without limitation, third party distribution fees, including distribution fees payable to the Managers or Affiliates of the Managers and sales fees. For the avoidance of doubt, any contingent compensation (as more fully discussed in Section 4.1(c)) shall not be considered “Other Expenses.”

“Person” shall mean any individual, partnership, company, corporation, limited liability company, trust, estate, unincorporated association, syndicate, joint venture or unincorporated organization, any government or any department, agency or political subdivision thereof, or any other entity.

“Preferred Return” shall mean with respect to any Contribution by an Investing Member the annualized rate of preferred return distributions on capital invested (anticipated but not required to range from 5% to 15%) assigned to such Contribution by the Managers at the time the Contribution is made, which rate is anticipated (but shall not be required) to be higher for those who contribute earlier and lower for those who contribute later. If no specific rate is assigned to a Contribution by an Investing Member at the time it is made, the rate shall be the same rate as that of the most recent previous Contribution where the Managers assigned a rate, or as they may otherwise determine.

“Prime Rate” shall mean the prime rate of interest then prevailing at the bank in which the accounts of the Company are maintained.

“Production Expenses” shall be calculated on the cash basis of accounting and shall include total expenses, charges and disbursements incurred in connection with the preparation, production, completion and delivery of the Film, fully cut, edited and scored, including, without limitation, the following: payments for acquisition of underlying rights, payments for the services of production personnel, performers’ fees, studio facilities, overhead, laboratory and sound services, location expenses, all costs of production, all costs associated with financing and interest payments, legal and accounting charges, and any fees payable to parties providing funds to cover budget overages, if needed.

“Property” shall mean property and/or goods contributed to the Company.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Services” shall mean services rendered on behalf of or for the benefit of the Company.

“Subscription Documents” shall mean the Instructions for Investing Members, the signature pages, the Investor Questionnaire and the Subscription Agreement, the

provisions of each of which are deemed incorporated by reference as if such provisions were fully set forth herein.

“Transfer” shall mean any transfer, sale, assignment, pledge, lease, hypothecation, mortgage, gift or creation of security interest, lien or trust (voting or otherwise) or other encumbrance or other disposition of any Interests. “Transferor” and “Transferee” have correlative meanings.

“Treasury Regulations” shall mean the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time.

1.2 Usage Generally .

The definitions in this Article 1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein and, unless otherwise defined therein, all terms used in any Exhibit or Schedule shall have the meaning ascribed to such term in this Agreement. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Unless otherwise expressly specified herein, any allocation to be made among all Members or a group of Members “on a pro-rata basis” or “ratably” shall be made in proportion to the relative Interests of such Members or group of Members immediately prior to the transaction with respect to which such allocation is being made.

Article 2. FORMATION; NAME; TERM

2.1 Formation .

The Members formed the Company as a limited liability company on or about July 11, 2013 and pursuant to the provisions of the Act. The Members hereby agree that the Company shall be

governed by, and the rights, duties and liabilities of the Members shall be as provided in, the Act and this Agreement.

2.2 Name .

The name of the Company is “INTERNATIONAL CULTURAL & ART PROPERTY EXCHANGE, LLC”.

2.3 Effective Date: Term .

This Agreement shall become effective upon the date (the “Effective Date”) of the execution of this Agreement by the Founding Members and the Managers. The Company shall continue in existence until it is dissolved and its affairs wound up in accordance with the Act and this Agreement or until it is terminated as provided in the Act or this Agreement.

2.4 Principal Place of Business .

The principal place of business of the Company shall be Philadelphia Stock Exchange Building, 1900 Market Street, Philadelphia, PA 19103, or at such other or additional place or places as the Managers shall determine from time to time.

2.5 Filings; Authorized Person .

(a) The Managers shall from time to time cause the execution and delivery of such documents and performance of such acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification and operation of a limited liability company under the laws of each jurisdiction in which the Company shall conduct business. All expenses of such filings shall be borne by the Company.

(b) The Managers hereby are designated as authorized persons, within the meaning of the Act, to execute, deliver and file the Certificate of Organization, and any amendments and/or restatements thereof.

(c) Each of the Members does hereby make, constitute and appoint each of the Managers his true and lawful attorney, and in his name, place and stead to make, execute, sign, acknowledge and file (i) the Certificate of Organization, and to include therein all information required by the laws of the State of Connecticut, (ii) such amended Certificate of Organization as required or permitted hereunder or as otherwise required by law and (iii) all papers which may be required to effectuate the dissolution of the Company after its termination.

2.6 Purpose .

The Company is formed for the purpose of (i) engaging in the Business, (ii) engaging in any and all activities and transactions which are necessary, convenient, desirable or incidental to the Business, (iii) engaging in any lawful business, act or activity related thereto as the Managers may determine from time to time and for which a limited liability company may be organized

under the Act, and (iv) engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing.

2.7 Powers .

Except as otherwise limited in this Agreement, the Company shall have the power and authority to do any and all acts necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6 hereof.

Article 3. MANAGEMENT AND MEMBERS OF THE COMPANY

3.1 Managers .

(a) The Managers of the Company shall be John F. Wallace, Xianfa Meng and Hailong Wang (the “Managers”) who have agreed to establish and operate the Business. Biographical information for the Managers have been made available for review by Members. The Founding Members have agreed to make the Managers available to establish the Business and to serve as Managers of the Company.

(b) The Managers of the Company shall manage the Company in accordance with this Agreement. The Managers are agents of the Company’s business, and the actions of the Managers taken in such capacity and in accordance with this Agreement shall bind the Company. The number of Managers shall be determined by the Managers, from time to time; provided that there shall at all times be at least one Managing Member and no more than two. A Managing Member shall hold the position of Managing Member until such Managing Member resigns, dies or becomes disabled. If one Managing Member ceases to serve, he may designate a successor Manager, or in absence of such designation the remaining Manager may designate a successor Manager or continue as sole Manager. If both Managers shall cease to serve, without having designated a successor, then the vote of Investing Members then holding a majority of Contributions outstanding may designate one or more successor Managers.

3.2 Powers of the Managers .

(a) The Managers shall have the right, power and authority, in the management of the Business and affairs of the Company, to do or cause to be done, at the expense of the Company, any and all acts deemed by the Managers to be necessary or appropriate to effectuate the Business, the purpose and objectives of the Company.

(b) In addition to the powers and authorities expressly conferred upon the Managers by this Agreement, the Managers may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by this Agreement directed or required to be exercised or done by the Members.

(c) The Managers, acting individually or jointly, shall have full, exclusive and complete discretion to manage and control the Business and affairs of the Company, to make all decisions affecting the Business and affairs of the Company and to take all such

actions as the Managers deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Managers shall be the sole Persons with the power to bind the Company, except and to the extent that such power is expressly delegated to any other Person by the Managers, and such delegation shall not cause the Managers to cease to be the Managers. Except and only to the extent expressly delegated by the Managers, no Person other than the Managers shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company. Each Manager covenants to devote such time and attention to the business of the Company as the Managers from time to time reasonably determine for the conduct of the Company business.

(d) Authority of Individual Managers; Restrictions. Except as otherwise set forth herein, each individual Manager shall have the authority to bind the Company and the full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as he deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The foregoing notwithstanding, to the extent that there is more than one Manager then serving, the following actions will require the prior unanimous consent of the Managers:

(i) the sale or other disposition of all or substantially all of the assets of the Company;

(ii) a significant change in the nature of the business of the Company;

(iii) the election or termination of officers of the Company or the designation of any new or successor Manager;

(iv) any acquisition (whether by means of a purchase of equity interests, purchase of assets, merger or otherwise) by the Company (other than acquisitions of inventory, equipment or supplies in the ordinary course of business consistent with past practice);

(v) any sale, lease, license or other transfer or disposition by the Company of any ownership interest in any subsidiary or any business or other assets (but excluding sales of inventory, equipment or supplies in the ordinary course of business consistent with past practice);

(vi) the entering into or amendment of any loan, credit or suretyship agreement or arrangement, or, except with respect to trade payables incurred in the ordinary course of business and drawings on previously-approved credit facilities, the incurrence by the Company of any indebtedness, or the entering into of any lease, capital or contractual obligation, or any refinancing or material amendments to any such indebtedness, lease, capital or contractual obligations, or the making of any capital expenditures (or re-allocation of any

budgeted capital expenditure amounts) in excess of $25,000 individually or in the aggregate;

(vii) the entering into or amendment by the Company of any contract containing any debt covenants or similar restrictive covenants or any covenants not to compete in any jurisdiction or for any period of time;

(viii) the granting of any security interest or lien on assets or properties of the Company;

(ix) any guaranty or guaranties by the Company of indebtedness of any other person or entity (other than the Company or a wholly owned subsidiary);

(x) the hiring or termination of any employee of the Company receiving aggregate compensation in excess of $25,000 per annum (or approval of the terms relating thereto);

(xi) the transfer of membership interests, the approval of admission of any new Members, or the authorization, issuance or sale of any debt or equity securities by the Company (including securities convertible into or exchangeable for membership interests), or the approval of any equity-based compensation program for the benefit of employees, consultants or vendors of the Company;

(xii) the creation of any subsidiary, the entering into or modification of any joint venture arrangement, or the making of any debt or equity investment in any business or entity;

(xiii) the declaration or making of any distribution in respect of membership interests or the purchase or redemption of any membership interests

(xiv) the payment distributions in respect of the equity securities of the Company;

(xv) the purchase or redemption of debt or equity securities of the Company, other than (a) as required by the instrument governing the issuance of such debt or equity securities, if such instrument was previously approved by the unanimous consent of the Managers or (b) repayments of revolving credit lines in the ordinary course of business that do not result in permanent commitment reductions under such revolving credit facilities;

(xvi) the filing by the Company of any bankruptcy petition or assignment for the benefit of creditors generally or the approval of any voluntary liquidation, dissolution or winding-up of the Company;

(xvii) the approval or adoption of any operating or cash budget or forecast;

(xviii) the opening or closure of any facility, or the entering into or amendment of any lease relating to any facility;

(xix) the retention or termination of the engagement of independent public accountants;

(xx) any approval or adoption of, or any amendment or alteration to, governing or organizational documents of the Company, including this Agreement, or any merger, consolidation or conversion involving the Company;

(xxi) the adoption or amendment of any pension plan;

(xxii) the granting of any loans to employees of the Company (other than advances in respect of expenses of no more than $25,000 per employee or $50,000 at any one time outstanding in the aggregate);

(xxiii) the filing of a registration statement (or amendment thereto) relating to a public offering of the equity or debt securities of the Company or any subsidiary thereof;

(xxiv) the commencement or settlement of any claim, action, lawsuit or other proceeding involving payments by or to the Company of $20,000 or more or involving any admission of liability or agreeing to non-monetary relief restricting the operations of the Company; or

(xxv) the payment of any compensation for services to any Manager or Affiliate of any Manager.

(e) The expression of any power or authority of the Managers in this Agreement shall not in any way limit or exclude any other power or authority of the Managers which is not specifically or expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Managers also shall have the powers, and shall be subject to the restrictions, of an Investing Member to the extent of his participation in the Company, individually or via an Affiliate, as an Investing Member.

3.3 Powers of the Investing Members .

The Investing Members other than the Managers, as described in more detail in Section 3.5 hereof, shall take no part in the conduct or control of the Business of the Company and shall not participate in the management of the Company.

3.4 Reliance by Third Parties .

Any person or entity dealing with the Company or the Managers, in their capacity as Managers, may rely upon a certificate signed by the Managers as to:

(a) the identity of the Managers or any Member;

(b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Managers or the Investing Members or are in any other manner germane to the affairs of the Company;

(c) the Persons which are authorized to execute and deliver any investment or document of or on behalf of the Company; or

(d) any act or failure to act by the Company as to any other matter whatsoever involving the Company or the Members.

3.5 Members .

The name and the business, residence or mailing address of the Members are as set forth on the signature pages hereto, to be attached hereto as Exhibit B.

The Managers shall execute this Agreement as the Managers and on behalf of the Founding Members. All of the other parties hereto shall be the Investing Members. Notwithstanding the foregoing, if any of the Managers or the Founding Members contributes a Contribution to the Company pursuant to Section 4.3 hereof, it shall execute this Agreement solely as Managers and shall otherwise be treated as a Manager or Founding Member of the Company with respect to its entire interest in the Company; provided, however, that it shall, with respect to such Contribution, be treated as an Investing Member hereunder. From time to time, the Managers shall determine the terms and conditions governing the issuance of Additional Investing Member interests, including the Preferred Return assigned for such Additional Member Investor interests.

3.6 Admission of New Members .

No new members shall be admitted without the consent of the Managers or in accordance with the transfer provisions contained in Article 11.

3.7 Resignation .

Members may resign from the Company and assign their Interests in the Company solely in accordance with Article 11 hereof.

3.8 Power of Members .

The Managers shall have the power to exercise any and all rights or powers granted to Managers pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Act, no Member other than the Managers shall have the power to act for or on behalf of, or to bind, the Company.

3.9 Meetings .

The Members shall not meet for any purpose, except at such times as the Managers from time to time shall determine in their sole discretion.

Article 4. INTERESTS; COMMITMENTS; CONTRIBUTIONS

4.1 Capital Plan .

(a) The Managers estimate that the aggregate amount required for establishment of the exchange is Ten Million Dollars ($10,000,000) (the “Estimated Cost,” which amount shall be funded through this offering of Interests in the Company. The Managers and the Founding Members intend to convert their Sunk Costs into Investing Member Interests in the Company to be held by the Founding Members.

(b) The Managers may raise additional Contributions to the Company, it being understood and agreed that the raising of such additional Contributions may reduce each Investing Member’s Percentage Interest (as defined in Section 4.2(a)).

(c) The Managers are authorized to enter into employment agreements or consulting agreements with any Member for the provision of personal services to the Company. For purposes of this Agreement, a Manager or Member providing services to the Company pursuant to an employment agreement shall be considered an employee regardless of whether or not such Member is considered an “employee” for purposes of federal income and employment taxes. Unless otherwise determined by the Manager or required by the Code, for federal income tax purposes all amounts paid to a Member for services rendered to the Company by such Member pursuant to an employment or consulting agreement shall be accounted for as guaranteed payments (i.e., as an expense to the Company and income to the Member) and not as a distribution of Company cash flow or profits.

(d) The Managers may determine it to be necessary or advisable to retain the services of participating Financial Industry Regulatory Authority (FINRA) licensed broker/dealers or other qualified personnel to assist the Company to raise investment capital for the Company, in which case net proceeds to the Company from Investing Members in cases where the Company uses such assistance will be reduced by approximately __% for commissions, as well as additional amounts for reimbursement of expenses incurred in raising such monies, or such other consideration or profit participations as the Managers, in their sole discretion, may determine.

4.2 Percentage Interests .

(a) Each Investing Member’s Interest and each Additional Investing Member’s Interest shall entitle such Member to a percentage interest (“Percentage Interest”) in the income, loss and distributions of the Company. The Percentage Interest of each Investing Member of the Company shall be the percentage such Investing Member’s Contribution bears to the aggregate Contributions of the Members. The Percentage Interests of each Additional Investing Member shall be the percentage such Additional Investing Member’s Contribution bears to the aggregate Contributions of the Members. The aggregate of all Members’ Percentage Interests shall equal 100%. Upon the receipt of any additional Contributions by an Investing Member, the

Managers shall amend the Company records of Membership Percentage Interests without the further vote, act or consent or any other Person, to reflect such additional capital contribution and resulting modification to each Member’s Percentage Interest

(b) A Member’s Interest shall for all purposes be personal property. A Member has no interest in specific Company property.

4.3 Capital Contributions .

On or prior to the written demand of the Managers, each Investing Member shall contribute to the capital of the Company such Investing Member’s Contribution in the form of cash. Each Investing Member’s Contribution may be used for the payment of Production Expenses and Other Expenses, in the sole discretion of the Managers.

4.4 Limited Liability of Members .

Except as provided in Section 8.4 hereof, no Member shall be required to make any loans or additional contributions to the Company after such Member contributes its Contribution to the Company.

4.5 Investing Members’ Representation .

Each Person executing this Agreement as an Investing Member represents that such Person is entering into this Agreement and acquiring an Interest in the Company for its own account for investment purposes only and not with a view to the distribution, resale, subdivision, fractionalization or disposition thereof. Each Person executing this Agreement as an Investing Member further agrees that it will not resell the Interest acquired by it in the Company without registration of the sale of such Interest under the Securities Act or exemption there from, and that it will not dispose of the Interest acquired by it in the Company unless and until legal counsel for the Company shall have determined in writing that the intended disposition is permissible under this Agreement and does not violate the Securities Act or the rules and regulations of the Securities and Exchange Commission or any applicable state securities laws. Any Investing Member requesting such a determination shall bear the legal expense pertaining thereto, whether or not it is concluded that the disposition is permissible and not a violation. Finally, each Person executing this Agreement as an Investing Member agrees to indemnify and hold harmless the Managers, the officers, directors and Affiliates of the Managers and the Company from and against any and all losses, damages, liabilities and expenses, including costs and reasonable attorneys’ fees and disbursements to which any of them may be put or may incur by reason of any breach by such Person of the representations made in this Section 4.5.

4.6 Acknowledgments of Risks by the Investing Members .

Each Person executing this Agreement as an Investing Member understands and acknowledges the following risks associated with the purchase of an Interest in the Company:

(a) Nature of Business . The principal business of the Company will be the creation of the first U.S. exchange to trade fractional interests in cultural art properties. In such a venture the risk of loss is especially high in comparison with the prospects for any

profit. Investment in the Company therefore is suitable primarily for Persons of substantial means who do not require liquidity in this investment. This is a new and speculative venture and it is impossible to project or predict whether the Company’s Business will commence, and if commenced will result in a gain or loss to the Investing Members. In particular, Investing Members should consider the possibility (i) that Company will not commence operation of the Exchange and its on-line trading system; (ii) that the Exchange and the on-line trading system may become operational but have few trades generated in the interests in the listed objects; or (iii) that the Business may be subject to a cease and desist order or other disciplinary action taken by a securities regulatory authority if the Exchange is determined to involve securities transactions, which the Company does not believe to be the case at this time. Therefore, a Person should not purchase Interests unless such Person is prepared for the possibility of total loss of such Person’s investment.

(b) Restrictions and Limitations on Transferability . The Interests may be acquired for investment purposes only and not with a view to, or for resale in connection with, any resale or subsequent distribution of such Interests. The Interests will not be registered under the Securities Act by reason of a specific exemption under the Securities Act that depends in part upon the investment intent of the Investing Members and, accordingly, the sale or other disposition of the Interests may not be made without full compliance with applicable Federal and state securities laws. In addition, the Interests only may be fully transferred if certain other requirements are satisfied and with the consent of the Managers, which may be withheld for any reason or no reason, in the Managers’ sole and complete discretion. For these reasons, among others, it is not anticipated that any public market will develop for the purchase and sale of the Interests. Consequently, Investing Members are not likely to be able to liquidate their investments in the Company, even in the event of an emergency.

(c) Other Business Activities of the Managers . The obligations of the Managers to the Company are not exclusive. The Managers and their respective Affiliate businesses may be involved in other projects as well as in other business activities. Liabilities incurred and commitments undertaken by the Managers with respect to projects other than the Company’s Business could adversely affect the Managers’ ability to manage the Company.

(d) Agreements Not Completed . As of the date hereof, the Managers have not entered into agreements with all individuals or entities intended to provide services for the project other than those described herein or in offering materials provided. There can be no assurance that the Company will be able to enter into agreements with such individuals or entities on the terms described herein.

(e) Managing Member’s Right to Provide Unaudited Financial Statements . In certain circumstances the Managers may furnish to the Investing Members unaudited annual statements. In that event, Investing Members will not have the benefit of an audit of the Company’s accounts by an independent certified public accountant and will rely wholly upon the Managers’ figures for the determination of their shares of Investing Member Profits and Additional Investing Member Profits.

(f) Managers’ Conflict of Interest . The Managers, or any company, firm or corporation in which the Managers or any parent, subsidiary or entity affiliated with the Managers is in any way interested, may furnish or cause to be furnished other properties and/or services for the Company’s establishment of the Exchange.

(g) Key Persons . The Company is highly dependent on the experience, ability and services of the current Managers. The loss of services of any of these key persons could harm the Company’s business.

(h) Competition . While the Company is not aware of any competitive business in the U.S., the Company expects that others will attempt to copy and launch similar exchanges to compete with the Exchange. Potential competitors may have greater financial and personnel resources than ours.

(i) Federal Income Tax Consequences . Prospective investors are urged to consult their tax advisors. The Company will be engaged in a trade or business within the United States and therefore, under United States federal income tax law applicable to partnerships, a Member who is not a “United States person” (as such term is defined in the Code and the Treasury Regulations) (a “non-United States Member”) also will be considered to be engaged in a trade or business within the United States with respect to its participation in the Company, with the result that such non-United States Member will be subject to United States income tax with respect to its share of the Company’s income that is effectively connected with the conduct of such trade or business in the United States in substantially the same manner as a Member that is a United States person. In addition, the Company will be required to make appropriate withholding of taxes from distributions of such income, and the non-United States Member will be required to file United States federal income tax returns with respect to such income. A Member that is a non-United States corporation may also, in certain circumstances, be subject to a branch profits tax of 30% (unless reduced by treaty) on such Member’s share of effectively connected earnings and profits, as adjusted, as provided in the Code.

(j) Continuing Offering; Possibility that Insufficient Funds will be Invested. This offering is a continuing offering, but there is a minimum investment amount of $1 million set in order for the Managers to accept initial funds for this offering. In this regard, there is no assurance that a sufficient amount of funds will be raised thereafter to cover the cost of getting the Exchange operational, and if made operational, to a point that the Exchange is self-sufficient based on Business generated revenues.

(k) Dilution . In the event that the Company is unable to launch the Exchange within its estimated budget and is required to raise more capital, the raising of such additional Contributions would reduce each Investing Member’s Percentage Interest.

Article 5. THE EXCHANGE

5.1 The Exchange .

(a) Descriptions of the Exchange and the project and the Business are set forth in the documents which have been made available for private access review by Members and Prospective Members. Members acknowledge having been given access to these documents. These documents include, inter alia:

(i) The opinion of legal counsel that the Exchange can be launched without effecting transactions in securities;

(ii) The most recent Business Plan;

(iii) The most recent Budget; and

(iv) The bios of the Managers and key personnel, attached at Exhibit G.

5.2 Rights of the Company .

All rights of the Managers, the Founding Members or their respective Affiliates have acquired or shall acquire regarding the establishment of the Exchange and related rights to all services rendered or to be rendered in connection therewith, have been assigned to, or shall be assigned to, the Company.

5.3 Other Principal Agreements .

The Company expects that it will enter into agreements with additional talent and independent contractors to perform services in connection with the establishment of the Exchange. The Company also expects to pay contingent compensation to these individuals or companies as well as to additional independent contractors who work on establishing the Exchange.

5.4 Key Personnel .

The Managers has agreed to render services in connection with the establishment of the Exchange, although no written agreements have been signed with such Persons. The bios of Managers and other key personnel are attached at Exhibit G.

Article 6. CERTAIN COVENANTS AND REPRESENTATIONS AND WARRANTIES

6.1 Management by the Managers .

(a) The Managers agree to render, in connection with the establishment and operation of the Exchange, services customarily and usually rendered by Managers, and to devote as much time thereto as may be necessary, it being agreed, however, that, subject to faithful performance by the Managers of this obligation, the Managers may engage in

other businesses, but which will not include a U.S. based exchange for trading fractional interests in cultural and art property objects.

(b) As between the Investing Members and the Managers, the Managers shall have complete control, in their sole and absolute discretion, with respect to all business, operational, financial and other decisions relating to the development, launch, marketing and operation of the Exchange and all rights therein.

6.2 Other Businesses of the Members .

(a) Except as otherwise provided in this Section 6.2, a Member and any Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, dissimilar to the Business of the Company, and the Company and the other Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, shall not be deemed wrongful or improper. Except as otherwise provided herein, no Member or Affiliate thereof shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and any Member or Affiliate thereof shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

(b) The Managers, or any Person in which the Managers is in any way interested, may furnish or cause to be furnished property and/or services for the Company’s establishment of the Exchange at reasonable and prevailing rates for such properties and services.

6.3 Representations, Warranties and Covenants of the Managers and Founding Members .

The Managers and the Founding Members represent, warrant and agree that:

(a) As of the date of this agreement, the Managers of the Company are John F. Wallace who has been appointed as the Chairman and a Board Director; Xianfa Meng who has been appointed as the Vice Chairman and a Board Director; and Hailong Wang who has been appointed as a Board Director.

(b) The Managers and the Founding Members will receive no payments, directly or indirectly, relating to the launch of the Exchange other than (i) distributions pursuant to Sections 8.2 and 8.3 hereof, or (ii) any payments made to the Managers or the Founding Members for providing Property and/or Services to the Company in accordance with Section 6.2(b).

Article 7. CAPITAL ACCOUNTS; ALLOCATIONS; CERTAIN TAX MATTERS

7.1 Capital Accounts .

A separate capital account (a “Capital Account”) shall be maintained for each Member. Each Member’s Capital Account shall be increased by (i) the amount of such Member’s Contribution made in cash and (ii) such Member’s allocated share of Net Income of the Company. Each Member’s Capital Account shall be decreased by (i) the amount of any cash distributions to such Member and the Fair Value (net of Liabilities assumed or taken subject to) of all property distributed in kind to such Member and (ii) such Member’s allocated share of Net Loss of the Company. The Capital Accounts shall be maintained in accordance with the tax accounting principles set forth in the Treasury Regulations promulgated under Section 704(b) of the Code.

7.2 Allocation of Net Income and Net Loss .

Except as otherwise provided in this Agreement, Net Income and Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in Section 7.4, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible, equal to (i) the distributions that would be made to such Member pursuant to Section 8.2 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed, in accordance with Section 8.2, to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Non-recourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.

7.3 Tax Allocations .

For United States federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under Sections 7.2 and 7.4, except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the Code, the Treasury Regulations thereunder and Treasury Regulation section 1.704-1(b)(4)(i).

7.4 Regulatory Allocations .

(a) Regulatory Compliance . The provisions of Sections 7.1, 7.2 and 8.2 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulation. In furtherance of the foregoing, this Agreement shall be deemed to include a “qualified income offset” in accordance with Treasury Regulation section 1.704- 1(b)(2)(ii)(d), a “minimum gain chargeback” in accordance with Treasury Regulation section 1.704-

2(f), and a “partner nonrecourse debt minimum gain chargeback” in accordance with Treasury Regulation section 1.704- 2(i)(4). The Managers shall be authorized to make appropriate amendments to the allocations of items pursuant to Section 7.2 if necessary in order to comply with section 704 of the Code or applicable Treasury Regulations thereunder; provided, that no such change shall affect any amount distributable to any Member pursuant to this Agreement.

(b) No Negative Balance in Capital Accounts . Notwithstanding any provision set forth in Section 7.2, no item of deduction or loss shall be allocated to a Member to the extent the allocation would cause a negative balance in such Member’s Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulation sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such Member would be required to reimburse the Company pursuant to this Agreement or under applicable law plus such Member’s share of Company Minimum Gain and Member Non-recourse Debt Minimum Gain. In the event some but not all of the Members would otherwise have such excess Capital Account deficits as a consequence of such an allocation of loss or deduction, the limitation set forth in this Section (b) shall be applied on a Member by Member basis so as to allocate the maximum permissible deduction or loss to each Member under Treasury Regulation section 1.704- 1(b)(2)(ii)(d). All deductions and losses in excess of the limitations set forth in this Section 7.4(b) shall be allocated to the Member pro rata. In the event any loss or deduction shall be specially allocated to a Member pursuant to either of the two preceding sentences, an equal amount of income of the Company shall be specially allocated to such Member prior to any allocation pursuant to Section 7.2.

(c) Curative Allocations . The allocations set forth in Sections 7.4(a) and (b) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. Notwithstanding the other provisions of this Article 7, the Managers shall be authorized to make, in their sole discretion, appropriate amendments to the allocations of items pursuant to this Agreement (i) in order to comply with section 704 of the Code or applicable Treasury Regulations or as the Managers may deem appropriate in their sole discretion, (ii) to properly allocate items of income, gain, loss, deduction, and credit to those Members who bear the economic burden or benefit associated therewith, or (iii) to otherwise cause the Members to achieve the economic objectives underlying this Agreement as reasonably determined by the Managers. Notwithstanding the foregoing, in the event that there are any changes after the date of this Agreement in applicable tax law, regulations or interpretation, or any errors, ambiguities, inconsistencies or omissions in this Agreement with respect to allocations to be made to Capital Accounts which would, individually or in the aggregate, cause the Members not to achieve in any material respect the economic objectives underlying this Agreement, the Managers may in their sole discretion make appropriate adjustments to such allocations in order to achieve or approximate such economic objectives.

(d) Adjustments of Capital Accounts . The Capital Accounts of the Members may, at the sole discretion of the Managers, be adjusted in accordance with Treasury Regulation

section 1.704-1(b)(2)(iv)(f), and thereafter maintained in accordance with Treasury Regulation section 1.704-1(b)(2)(iv)(g), to reflect the fair market value of Company property whenever an interest in the Company is relinquished to the Company, whenever an Additional Investing Member is admitted to the Company and the amount of capital contributed by such Member upon its admission reflects changes in the value of Company assets, upon a liquidation of the company within the meaning of Treasury Regulation section 1.704- 1(b)(2)(ii)(g) (but not a termination of the Company pursuant to Section 708(b)(1)(B) of the Code), and when the Company is wound up pursuant to Article 12, and shall be adjusted in accordance with Section 1.704-1(b)(2)(iv)(e) in the case of a distribution of more than a de minimis amount of property (other than cash).

(e) Interim Allocations Due to Change in Interest . In the event of a change in a Member’s Interest or if all or part of a Member’s Interest is the subject of a transfer pursuant to the terms of the Agreement during any Fiscal Year, the amount of Net Income and Net Loss to be allocated to the affected Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which precedes the date of such Transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such Transfer or change (and if there shall be a subsequent Transfer or change in such Fiscal Year, which precedes the date of such subsequent Transfer or change), in proportion to the number of days in each such portion or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the parties to the transfer, and the amounts of the items so allocated to each such portion shall be credited or charged to the Members in proportion to their respective Interests during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Percentage Interest. As of the date of such transfer, the transferee Member shall succeed to the Capital Account of the transferor Member.

7.5 Reimbursement of Expenses .

The Company shall reimburse the Managers for all ordinary and necessary expenses incurred by the Managers on behalf of the Company, upon presentation of copies of invoices or other documents reasonably evidencing the amount and nature of such expenses. The determination of the Managers of which expenses may be reimbursed to a Member, and of the amount thereof, shall be conclusive. Such reimbursed amounts shall be treated as expenses of the Company that shall be deducted in calculating Net Income and shall not be deemed to constitute a distributive share of Net Income or a distribution or return of capital to the Managing Member.

Article 8. DISTRIBUTIONS

8.1 Distributions .

Cash Flow, if any, for each calendar quarter ending after the official launch of the Exchange shall be distributed within ninety (90) days following the end of such calendar quarter to all holders of Interests in accordance with their percentage interests.

8.2 Restrictions on Distributions .

Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member with respect to such Member’s Interest if such distribution would violate the Act or other applicable law. In addition, the Company shall not make a distribution to any Member if such distribution would be prohibited by the terms of, or would cause any obligation of the Company to become due prior to the final maturity date of, or would cause the net worth or assets of the Company to be less than the minimum amount (or less in relation to another amount than the minimum ratio of such amounts) required to be maintained by the Company under, or otherwise would conflict with, any agreement or other instrument to which the Company is a party or by which it is bound which relates to borrowed money.

Article 9. ACCOUNTING; FINANCIAL AND TAX MATTERS

9.1 Access to the Company’s Records and this Agreement .

(a) The Company’s records shall be maintained at the principal place of business of the Company and shall be subject to inspection or examination by each Investing Member and its duly authorized representative, at such Investing Member’s sole expense, upon reasonable prior written notice and during normal business hours for any purpose reasonably related to such Investing Member’s interest as a Member of the Company.

(b) Each of the Members agrees that a copy of the Certificate of Organization and one (1) original of this Agreement (or set of original counterparts) shall be held at either the office of the Company or at the Company’s counsel’s office, which is the Philadelphia office of Stevens & Lee PC, and that following complete execution of this Agreement by all of the Members there shall be distributed to each Member a conformed copy thereof.

9.2 Delivery of Financial Statements and Reports to Investing Members .

(a) The Managers agree to deliver to the Investing Members financial statements for each Fiscal Year in which the Company has any earnings or expenditures or engages in any financial transactions, within four (4) months after the close of the applicable Fiscal Year.

(b) The Managers agree to deliver to each Investing Member all so-called “information returns” (prior to the filing thereof with the Federal and State governments) showing the income of the Company and of each Member received therefrom.

(c) All such reports shall be prepared in accordance with such laws and regulations as may be applicable to the financing and conduct of the business of the Company.

9.3 Bank and Investment Accounts .

All funds of the Company shall be deposited in its name, or in such name as may be designated by the Managers, in such checking, savings or other accounts, or held in its name in the form of such other investments as shall be designated by the Managing Member.

9.4 Tax Matters Partner .

(a) The “Tax Matters Partner” (as such term is defined in Section 623 1 (a)(7) of the Code) of the Company shall be John F. Wallace or such other of the Managers as they may designate from time to time. Each Investing Member, by its execution of this Agreement, consents to such designation of the Tax Matters Partner and to any future designation thereof by the Managing Member, and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(b) Prompt notice shall be given to the Members upon receipt of advice that the Internal Revenue Service or another taxing authority intends to examine any income tax returns or records or books of the Company and of any notice from the Internal Revenue Service in any administrative proceeding at the Company level relating to the determination of any Company item of income, gain, loss, deduction or credit, in each case together with a copy of such Internal Revenue Service notice. Each Investing Member, by its execution of this Agreement, agrees that any action taken by the Tax Matters Partner in connection with any United States federal, state or local tax audit of the Company will be binding upon the Investing Members. This Section 9.4 shall survive any termination of this Agreement.

(c) Each Investing Member further agrees that it will not treat any Company item inconsistently on its individual income tax return with the treatment of the item on the Company return and that it will not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Partner, which authorization may be withheld in the complete discretion of the Tax Matters Partner.

9.5 Taxes .

(a) The Company shall prepare, or cause to be prepared, and shall file all tax returns, be they information returns or otherwise, which are required to be filed with the Internal Revenue Service, state and local tax authorities and foreign tax jurisdictions, if any. A copy of such returns shall be furnished to each of the Members.

(b) The Company shall furnish the Members with all Company information required to be reported in the tax returns of the Members for tax jurisdictions in which the Company is considered to be doing business, including a report indicating each Member’s share for income tax purposes of the Company’s income, gain, credits,

losses and deductions within ninety (90) days after the end of the Company’s Fiscal Year.

(c) All determinations as to tax elections shall be made by the Tax Matters Partner. Notwithstanding the foregoing, if the Tax Matters Partner is not the same as the Managing Member, the Tax Matters Partner shall consult with the Managers in preparing all income tax returns and shall not take a position on any such return with respect to any material item over the objection of the Managing Member.

9.6 Withholding .

(a) The Company shall be entitled to deduct, withhold, and/or pay any and all future taxes or withholdings, and all liabilities with respect thereto to the extent that the Company in good faith determines that such deduction or withholding or payment is required by the Code or any other United States federal, state, local or foreign law, rule or regulation which is currently in effect or which may be promulgated hereafter (“Applicable Law”).

(b) Any taxes withheld from an actual distribution to a Member shall, for all purposes of this Agreement, be treated as a distribution to such Member of the same type and character as the distribution giving rise to the withholding obligation.

9.7 Accounting Decisions .

All determinations as to accounting principles shall be made by the Managers in accordance with this Agreement. If any liability for taxes (income or otherwise) of the Company shall be reduced by reason of any credit, deduction or similar item, resulting from the rights or status of any person, firm or corporation having an interest in the Investing Member Profits or the Managers Profits of the Company, such reduction shall inure solely to the benefit of such person, firm or corporation.

Article 10. LIABILITY; EXCULPATION; INDEMNIFICATION

10.1 Liability of Members .

A Member shall not be personally liable for any debt, obligation or other liability of the Company, whether arising in contract, tort or otherwise, except that a Member shall remain personally liable for the repayment of any Contributions required by Article 13, and as otherwise provided in this Agreement, the Act and any other applicable law.

10.2 Exculpation .

(a) For purposes of this Agreement, “Covered Person” shall mean the Managers, the Founding Members, any other Affiliate of the Managers, and any officer, director, shareholder, partner, member, employee or agent of a Manager, any Affiliate thereof, and any officer, employee or authorized agent or representative of the Company or any person who was a Manager or is or was designated by the Managers to serve in

any capacity at the request of the Company for any other partnership, corporation, joint venture, trust, employee benefit plan or other enterprise.

(b) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable (i) for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct, which, in either case, was material to such loss, damage or claim or (ii) if such Covered Person personally gained in fact a financial profit or other advantage to which such Covered Person was not legally entitled.

(c) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

10.3 Duties and Liabilities of Covered Persons .

(a) To the extent that, at law or in equity, any Covered Person has duties (including fiduciary duties) and liabilities related thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

(b) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

(c) Whenever in this Agreement a Covered Person is permitted or required to make a decision (a) in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

10.4 Indemnification .

(a) To the fullest extent permitted by applicable law, the Company shall indemnify any Covered Person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or against the Company or otherwise, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that such Covered Person is or was a Manager, officer, employee, representative or agent of the Company or is or was in any capacity at the request of the Company for any other partnership, corporation, joint venture, trust, employee benefit plan or other enterprise, against all expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or proceeding. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Covered Person if and to the extent that a judgment or other final adjudication adverse to such Covered Person establishes that (i) the acts of such Covered Person constituted gross negligence or willful misconduct which, in either case, was material to such judgment or other final adjudication or (ii) such Covered Person personally gained in fact a financial profit or other advantage to which such Covered Person was not legally entitled.

(b) Any indemnification under sub-Section (a) of this Section (unless ordered by a court) shall be made by the Company only as authorized in the specific instance upon a determination that the indemnification of the Covered Person is proper under the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.3 hereof. Such determination shall be made by the Managers or, if the Managers so direct, by independent legal counsel in a written opinion. Any indemnification payment shall be payable only out of and to the extent of the Company’s assets, and no Covered Person shall have any liability therefor.

(c) The Company shall, in the discretion of the Managers, pay expenses incurred in defending any action, suit or proceeding described in sub-Section (a) above (including reasonable legal fees and expenses of counsel and other experts) in advance of the final disposition of such action, suit or proceeding upon receipt by the Company of an undertaking, in form satisfactory to the Managers or the Company’s legal counsel, to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized by paragraph (a) above.

(d) The indemnification provided by this Section 10.4 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement, determination of the Managers or otherwise. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 10.4 shall continue as to a Covered Person who has ceased to be a Member, officer, employee or agent (or other person indemnified hereunder) and shall inure to the benefit of the executors, administrators, legatees and distributees of such person.

(e) The provisions of this Section 10.4 shall be a contract between the Company, on the one hand, and each Covered Person who served in such capacity at any time while this Section 10.4 is in effect, on the other hand, pursuant to which the Company and each such Covered Person intend to be legally bound. No repeal or modification of this Section 10.4 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts.

10.5 Insurance .

The Company may purchase and maintain insurance, to the extent and in such amounts as the Managers shall, in their sole discretion, deem reasonable, on behalf of Covered Persons and such other Persons as the Managers shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. The Managers, on behalf of the Company, and/or the Company may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 10.4 hereof and containing such other procedures regarding indemnification as are appropriate.

Article 11. TRANSFERS

11.1 General Restrictions .

No Member shall directly or indirectly, sell, exchange, transfer, assign, pledge, grant a security interest in or otherwise dispose of (collectively, “Transfer”) all or any fraction of its Interest in the Company without the express written consent of the Managers.

(a) Interests shall be assignable. However, no assignee of an Investing Member or an Additional Investing member shall have the right to become a substituted Investing Member or substituted Additional Investing Member, as the case may be, in the place of its assignor, nor to exercise any rights or powers of such Member, unless the Managers provide written consent in their sole discretion. The Managing Member’s consent may be withheld for any reason or for no reason. Without limiting the generality of the foregoing, the provisions of this Article 11 must be complied with in connection with any assignment of Interests hereunder.

(b) Interests acquired by Investing Members and by Additional Investing Members may not be sold or offered for sale in the absence of an effective registration statement for the Interests under the Securities Act, and such state laws as may be applicable, or delivery to the Company of an opinion of counsel satisfactory to the Managers that such registration is not required. Notwithstanding any other provision of this Agreement, no Interest may be transferred if such transfer would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder, and in furtherance of the foregoing, the Managers shall prohibit any transfer (and shall not recognize any transfer) if such transfer would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder.

(c) If there shall be more than one Manager, the interest of a Manager or a Founding Member shall also be assignable, provided the other Managers unanimously consent. Notwithstanding the foregoing, however, no assignee of a Manager shall have the right to become a substituted Managers in the place of his assignor without the unanimous consent of the remaining Managers to such substitution. Such consent may be withheld for any reason or for no reason in the Managers’ sole discretion. Moreover, the assignor of a Manager or Founding Member’s interest shall not, by reason of the assignment, be relieved of liability for the debts and other obligations of the Company (even where the Managers have otherwise consented to the assignment), unless specifically so released by a vote of a majority in interest of the Investing Members and the Additional Investing Members. Notwithstanding the foregoing, any Manager or Founding Member, without the consent of the other Manager, may transfer his or its interest to an Affiliate of such Manager or Founding Member.

11.2 Conditions to Transfers .

In addition to all other terms and conditions contained in this Agreement, no Transfers to which the provisions of Section 11.1 would apply shall be completed or effective for any purpose unless prior thereto the Transferee of such Interests shall have executed and delivered to the Company an agreement by which it shall become a party to and be bound by the applicable terms and provisions of this Agreement.

11.3 Effect of Transfer .

Upon consummation of any Transfer of an Interest to a substituted Investing Member in accordance with the provisions of this Agreement, (a) the Transferee shall be admitted as a Member (if not already a Member) and for purposes of this Agreement such Transferee shall be deemed a Member, (b) the transferred Interest shall continue to be subject to all the provisions of this Agreement and (c) the Capital Account (or applicable portion thereof in the case of a Transfer of less than all of a Transferor’s Interest) of the Transferor shall be transferred to the name of such Transferee at the close of business on the effective date of such Transfer. No Transfer shall relieve the Transferor (or any of its Affiliates) of any of their obligations or

liabilities under this Agreement arising prior to the closing of the consummation of such Transfer.

11.4 Withdrawals .

(a) If an Investing Member or an Additional Investing Member shall die, his executors or administrators, or if he shall be adjudged incompetent, his committee or other representative, shall have the same rights that the Member would have had if he had not died or been adjudged incompetent and the share of such Member in the assets of the Company shall, until the termination of the Company, be subject to all the terms, provisions and conditions of this agreement as if such Member was an Investing Member and had not died or been adjudged incompetent.

(b) If there shall be more than one Manager, a Manager and his Affiliate Founding Member may withdraw from the Company at any time by giving written notice to the other Manager. However, if such withdrawal is without the written consent of the other Manager, such Manager and Affiliate Founding Member shall be deemed to have breached this Agreement, shall remain liable for all debts, losses, costs, expenses, or any other liability of the Company as though such Manager had continued as a Manager and shall be liable to the Company for any damages arising from such withdrawal, such damages to be determined in accordance with Section 13.1 hereof.

(c) If there shall be more than one Manager, and if the principal of a Manager shall die, be adjudged incompetent or sell its controlling interest in such Manager to a third party or a Manager otherwise withdraws from the Company, and provided that at the time of such death, incompetency or withdrawal there is at least one remaining Managers who agrees to continue the Company, the business of the Company shall be carried on by the remaining Manager(s). Furthermore, all of the remaining Managers may elect to appoint one or more additional Managers, provided, however, that any share of the Net Income of the Company granted to additional Managers admitted after the effective date of the original Certificate of Organization shall come out of the share of Net Income payable to the existing Managers/Founding Members on that date.

Article 12. TERMINATION; DISSOLUTION; LIQUIDATION AND WINDING-UP

12.1 Termination of the Company .

In the event of the occurrence of a Dissolution Event (as defined in Section 12.2), the Company shall be terminated on the 90th day after the occurrence of such event unless the remaining Managing Member(s) prior to the close of business on such 90th day elects to continue the business of the Company.

12.2 Events of Dissolution .

The Company shall be dissolved upon any of the following (each a “Dissolution Event”):

(a) August 1, 2113;

(b) the entry of a decree of judicial dissolution under the Act;

(c) if any Managing Member that is a corporation, partnership or limited liability company, its parent corporation or any person controlling such Member, makes a general assignment for the benefit of creditors seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeks appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property or consents by answer or otherwise to the institution of any such proceeding against it;

(d) if a proceeding is instituted against any Managing Member that is a corporation, partnership or limited liability company, its parent corporation or any person controlling the Managing Member, seeking to have an order for relief entered against it as debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, which either (i) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or issuance or entry of any other order having a similar effect, or (ii) remains un-dismissed for a period of 60 days;

(e) if a trustee, receiver or other custodian is appointed for any substantial part of the assets of any Managing Member that is a corporation, partnership or limited liability company, which appointment is not vacated or effectively stayed within five Business Days;

(f) the expiration of sixty (60) days after all Managers that are individuals have either died, been adjudged incompetent or withdrawn from the company;

(g) if the Managers elect to dissolve the Company; and

(h) the expiration of sixty (60) days after the assignment, sale, transfer or other disposition of all or substantially all of the assets, properties and business of the Company other than as provided in this Article 12.

Notwithstanding any provision of the Act to the contrary, the Company shall continue and shall not be dissolved as a result of the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Investing Member or any other event that terminates the continued membership of an Investing Member.

12.3 Notice of Dissolution Event .

Each Member shall promptly notify the other Members of the occurrence of any Dissolution Event affecting such Member.

12.4 Liquidation and Winding - Up .

If the Company is dissolved pursuant to Section 12.2 and the Members have not elected to continue the business of the Company pursuant to Section 12.1, the Company shall be liquidated and wound up in accordance with the Act and the following provisions:

(a) The Managers shall cause to be prepared a balance sheet, income statement and statement of cash flows of the Company as of the date of dissolution and for the period ended on such date, which balance sheet shall be furnished to all of the Members.

(b) The Business of the Company shall be wound up, and the assets and properties of the Company shall be liquidated by the Managers as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice.

(c) In liquidating the assets of the Company:

(i) All assets of a saleable value belonging to the Company shall be sold at public or private sale, as the Managers may deem advisable. Any Member may purchase said assets at such sale. If any of the Managers or Founding Members shall be the purchaser of any or all assets of the Company upon the dissolution of the Company, such purchase shall be subject to the approval of a majority in interest of the Investing Members and the Additional Investing Members, which approval shall be binding on all the Investing Members and Additional Investing Members.

(ii) Net Income or Net Loss of the Company for the year of liquidation shall be credited or charged to the Capital Accounts of the Members in accordance with the allocation provisions set forth in Section 7.2 (and for this purpose treating any property that is distributed in kind pursuant to such liquidation as if such property had been sold for its then fair market value, as determined in good faith by the Managing Member).

(iii) The proceeds of sale of all or substantially all of the properties and assets of the Company shall be applied and distributed as follows, and in the following order or priority:

(A) First , to the payment of all debts, taxes, obligations and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for;

(B) Second , to the setting up of any reserves that are reasonably necessary for any contingent unforeseen liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company; and

(C) Third , to the Members in the same manner as distributions under Section 8.2.

(d) Articles of Dissolution shall be filed with the Secretary of State of the Commonwealth of Pennsylvania by the Members.

12.5 Survival of Rights. Duties and Obligations .

Termination, dissolution, liquidation or winding up of the Company for any reason shall not release any party from any liability which at the time of such termination, dissolution, liquidation or winding up already had accrued to any other party or which thereafter may accrue in respect to any act or omission prior to such termination, dissolution, liquidation or winding up.

12.6 Claims of the Members .

Members and former Members shall look solely to the Company’s assets for the return of their contributions to the Company, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such contributions, the Members and former Members shall have no recourse against the Company or any other Member.

12.7 Return of Contributions Ordinarily in Cash .

Unless agreed to in writing by all of the parties hereto, no Investing Member shall have any right to demand and receive property other than cash in return for his Contributions.

Article 13. ARBITRATION

13.1 Arbitration .

Any dispute, controversy or claim arising under, out of, in connection with, or in relation to this Agreement or the establishment of ICAPE hereunder, or the making or validity of this Agreement, or its interpretation, or any breach thereof, shall be determined and settled by arbitration in Philadelphia, PA as Managers, in their sole discretion, may designate with respect to any particular proceeding, before a panel of three (3) neutral arbitrators, pursuant to the Commercial Arbitration Rules then obtaining of the American Arbitration Association. Upon the request of any of the parties hereto, any such arbitration shall be heard pursuant to the Expedited Procedures of the American Arbitration Association. Any award or judgment rendered by the arbitrators shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of any forum, State or Federal, having jurisdiction.

13.2 Notices .

Wherever provision is made in this Agreement for the giving of any notice, such notice shall be in writing and shall be deemed to have been duly given if mailed by first class United States mail, postage prepaid, addressed to the party entitled to receive the same or delivered personally to such party, or telegraphed, telexed, sent by facsimile transmission or sent by overnight courier, if to the Members, in each case to the addresses or facsimile telephone numbers therefor set forth on Exhibit B, and if to the Company, to:

INTERNATIONAL CULTURAL & ART PROPERTY

EXCHANGE, LLCc/o John F. WallacePhiladelphia Stock Exchange Building1900 Market Street, Suite 622Philadelphia, PA 19103

with copies to:Stevens & Lee, P.C.c/o William W. Uchimoto, Esq.1818 Market Street, 29th FloorPhiladelphia, PA 19103Attention; Richard J. Pinto, Esq.wwu@stevenslee.com

or to such other address, in any such case, as any party hereto shall have last designated by notice to the other party. Notice shall be deemed to have been given on the day that it is so delivered personally, telegraphed, telexed or sent by email or facsimile transmission and the appropriate answerback or confirmation of successful transmission is received or, if sent by overnight courier, shall be deemed to have been given one day after delivery by the courier company, or if mailed, three days following the date on which such notice was so mailed. Any Member may change its address for notices by giving written notice of such change to the other Members and the Company.

13.3 Official Addresses .

The address of each party hereto for all purposes shall be the address of such party set forth next to such party’s signature at the end of this agreement; provided, however, that the parties hereto shall have the right to designate, in writing, alternate addresses for the receipt of notices, statements, payments and other mail.

13.4 Entire Agreement: Non-Waiver .

This Agreement constitutes the entire agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter hereof.

13.5 Amendments .

(a) The Managers, without the consent of any other Member, may amend any provision of the Articles of Organization or this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(i) a change in the name of the Company or the location of the principal place of business of the Company;

(ii) the issuance of Additional Investing Membership Interests and assignment (or amendment) of Preferred Returns for Contributions and/or the admission, substitution, removal or withdrawal of Members or assignees in accordance with this Agreement;

(iii) a change that in the Managers’ reasonable judgment does not adversely affect any Member in any material respect in its capacity as an owner of Membership Interests, and is either (i) necessary or desirable to satisfy any requirements, conditions or guide-lines contained in any opinion, directive, order, ruling or regulation of any United States federal or state agency or judicial authority or contained in any United States federal or state statute, or (ii) required or contemplated by this Agreement;

(iv) a change that is necessary to prevent the Company from being treated as an association that is taxable as a corporation (except for a change that eliminates the limited liability status of a Member); or

(v) a change that in the Managers’ reasonable judgment does not adversely or disproportionately affect any Member in any material respect in its capacity as an owner of Membership Interests, and (A) cures any ambiguity, or (B) corrects or supplements any provisions in this Agreement.

(b) In all other cases this Agreement may be amended upon the consent of the Managers and the affirmative vote of Investing Members and Additional Investing Members holding a majority of the Investing Member Interests; provided, that without the consent of each Member directly affected thereby, no amendment shall modify the limited liability of a Member or adversely and disproportionately affect the right or preference of any Member (other than in connection with the issuances of Additional Interests) without the consent of the Members holding a majority of the Percentage Interests directly affected thereby.

13.6 No Waivers .

No delay on the part of any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any waiver, express or implied, by any party of any right hereunder or of any failure to perform or breach hereof by any other party constitute or be deemed a waiver of any other right hereunder or of any other failure to perform or breach hereof by the same or any other Member, whether of a similar or dissimilar nature thereof.

13.7 Applicable Law .

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (other than its rules of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby); provided that, with respect to matters governed by the Act, the Act shall govern.

13.8 Further Assurances .

Each of the Members hereby agrees, at the request of any other Member, to execute and deliver all such other and additional instruments and documents and to do such other acts and things as

may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.

13.9 Assignment of Contracts and Rights .

Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any contract or any claim or right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof.

13.10 No Right to Partition .

The Members, on behalf of themselves and their shareholders, partners, members, successors and assigns, if any, hereby specifically renounce, waive and forfeit all rights, whether arising under contract or statute or by operation of law, except as otherwise expressly provided in this Agreement, to seek, bring or maintain any action in any court of law or equity for partition of the Company or any asset of the Company, or any interest which is considered to be Company property, regardless of the manner in which title to such property may be held.

13.11 No Third Party Rights .

This Agreement is made solely and specifically between and for the benefit of the parties hereto, and their respective successors and assigns (subject to the express provisions hereof relating to successors and assigns), and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

13.12 Successors and Assigns .

Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, personal representatives, successors and permitted assignees under this Agreement.

13.13 Severability .

If any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to either party of the remaining provisions of this Agreement.

13.14 Remedies Not Exclusive .

Except as otherwise provided herein, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every remedy under this Agreement or now or hereafter existing at law or in equity or by statute.

13.15 Representation by Counsel .

Each of the parties has been represented by or has had an opportunity to consult legal counsel in connection with the execution of this Agreement. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or arbitrator or any governmental authority by reason of such party having drafted or being deemed to have drafted such provision.

13.16 Counterparts .

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement shall be binding when one or more counterparts, individually or taken together, bear the signatures of each of the parties reflected herein as signatories.

13.17 Exhibits .

All exhibits, attachments, annexed instruments and addenda referred to herein shall be considered a part of this Agreement as fully as if and with the same force and effect as if such exhibit, attachment, annex or addendum had been included herein in full.

13.18 Table of Contents and Headings .

The table of contents and headings in this Agreement are solely for convenience of reference and shall not affect the interpretation or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, by their respective duly authorized officers or partners, on the date first above written.

FOUNDING MEMBERS:

Xianfa Meng

By:______________________________

Hailong Wang

By:______________________________

Jing An

By:___________________________

Philadelphia Financial Services, LLC

By:___________________________

MANAGERS:

___________________________________John F. Wallace

___________________________________Xianfa Meng

_______________________________Hailong Wang