The Trusts are duly formed and validly existing under the laws of the State of New York. Other than (i) The Michael Novogratz 2008 Annuity Trust Agreement dated October 10, 2008, The Novogratz Family 2008 Annuity Trust Agreement dated October 10, 2008, The Novogratz Family 2009 Annuity Trust Agreement dated December 31, 2009 and The 2012 Novogratz GST Trust Agreement, in each case between Novogratz as grantor and Novogratz as trustee (collectively, the “ Trust Agreement ”), true, correct and complete copies of which have been provided to the Company, and (ii) the documents related to the Trust Agreements, true, correct and complete copies of which have been provided to the Companies, there are no agreements or other documents that govern operation of the Trusts.