The Sellers have the requisite power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Novogratz is a trustee of, and has signing authority and exclusive investment authority for, each of the Trusts. The execution and delivery of this Agreement by the Sellers, and the performance by the Sellers of their obligations under this Agreement, have been duly and validly authorized by all necessary action. This Agreement has been duly executed and delivered by the Sellers, and constitutes the legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with their terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity).