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Full title: Declaration in Support / Declaration of Neeraj Gupta in Support of Confirmation of the Amended Prepackaged Chapter 11 Plan of Reorganization for Adara Enterprises Corp. / (related document(s)102) Filed by ESW Holdings, Inc.. (Abbott, Derek) (Entered: 06/07/2021)

Document posted on Jun 6, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

I have served in various capacities, including my current role as the Chief Investment Officer for ESW Capital, LLC (“ESW Capital”) and its affiliated companies, including ESW Holdings, Inc. (“ESW Holdings” and together with ESW Capital, the “ESW Parties”) since 2015, including with respect to the ESW Parties’ proposed acquisition of the equity of reorganized Adara Enterprises, Inc. (the “Reorganized Debtor”).All matters set forth in this Declaration are based upon the following: (i) my personal knowledge; (ii) my review of relevant documents; (iii) reasonable inquiry of the Debtor and its professionals and advisors; (iv) my view based on my experience and knowledge of the Debtor in connection with ESW Holdings’s role as the Plan Sponsor, pre-petition lender and post-petition lender; and/or (v) information and advice provided to me by advisors or professionals retained by the ESW Parties.Pursuant to the Plan, on the Effective Date, $2,000,000 of the Prepetition Secured Obligations will be discharged and exchanged for 50% of the New Equity of the Reorganized Debtor and the remaining $10,849,359 of the Prepetition Secured Obligations will persist as an obligation of the Reorganized Debtor pursuant to the unsecured Inter-Company Loan Agreement (the “Affiliate Loan”) which is attached as Exhibit A to the Plan Supplement [D.I. 77]. ESW Holdings has the financial wherewithal to fund the Plan and, together with ESW Capital, to operate the Reorganized Debtor.As set forth in further detail in the Plan, on the Effective Date, ESW Holdings has committed to fund $8,5000,000 in plan consideration, less those amounts ESW Holdings provides to the Debtor under the DIP Facility prior to the Effective Date ($325,000 has been provided under the DIP Facility as of the date hereof) (the “Consideration”).

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ADARA ENTERPRISES CORP., Case No. 21-10736 (JKS) Debtor. Re: D.I. 102 DECLARATION OF NEERAJ GUPTA IN SUPPORT OF CONFIRMATION OF THE AMENDED PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION FOR ADARA ENTERPRISES CORP. I, Neeraj Gupta, hereby declare that the following (this “Declaration”) is true and correct to the best of my knowledge, information and belief: 1. I have served in various capacities, including my current role as the Chief Investment Officer for ESW Capital, LLC (“ESW Capital”) and its affiliated companies, including ESW Holdings, Inc. (“ESW Holdings” and together with ESW Capital, the “ESW Parties”) since 2015, including with respect to the ESW Parties’ proposed acquisition of the equity of reorganized Adara Enterprises, Inc. (the “Reorganized Debtor”). I first joined Trilogy, Inc., an affiliate of the ESW Parties, as an employee in 1995. I am based in Austin, Texas. 2. I submit this declaration in support of confirmation of the Plan, and am duly authorized to do so. All matters set forth in this Declaration are based upon the following: (i) my personal knowledge; (ii) my review of relevant documents; (iii) reasonable inquiry of the Debtor and its professionals and advisors; (iv) my view based on my experience and knowledge of the Debtor in connection with ESW Holdings’s role as the Plan Sponsor, pre-petition lender and post-petition lender; and/or (v) information and advice provided to me by advisors or professionals retained by the ESW Parties.

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3. ESW Holdings is the sponsor (in such capacity, the “Plan Sponsor”) of the Amended Prepackaged Chapter 11 Plan of Reorganization of Adara Enterprises Corp., dated June 2, 2021 [D.I. 102] (as amended, supplemented, or modified, the “Plan”)1. ESW Holdings is also the post-petition lender to the Debtor under the DIP Facility. 4. As of the Petition Date, Adara was indebted to ESW Holdings under that certain Loan and Security Agreement entered into as of July 21, 2020 in an amount totaling not less than $12,849,359. Pursuant to the Plan, on the Effective Date, $2,000,000 of the Prepetition Secured Obligations will be discharged and exchanged for 50% of the New Equity of the Reorganized Debtor and the remaining $10,849,359 of the Prepetition Secured Obligations will persist as an obligation of the Reorganized Debtor pursuant to the unsecured Inter-Company Loan Agreement (the “Affiliate Loan”) which is attached as Exhibit A to the Plan Supplement [D.I. 77]. 5. As of the Petition Date, ESW Capital was the holder of Preferred Equity Interests in Adara. Pursuant to the Plan, on the Effective Date, ESW Capital will receive the remaining 50% of the New Equity of the Reorganized Debtor in exchange for its Preferred Equity Interests. Plan is Feasible 6. I understand that to satisfy the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code, a debtor must demonstrate that confirmation of a plan of reorganization is not likely to be followed by the liquidation, or the need for further financial reorganization, of the debtor or any successor to the debtor. I believe that the Plan satisfies this requirement. Specifically, as described more fully in the following paragraphs of this Declaration, I believe that the Debtor will be able to consummate the transactions under the Plan and the Reorganized Debtor will be able to honor its obligations under the Plan and to conduct its business operations. 1 All capitalized terms used but otherwise defined herein shall have the meaning ascribed to such term in the Plan.

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As a result, I believe that confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Reorganized Debtor. 7. The ESW Parties are committed to a successful reorganization of the Debtor. The ESW Parties have a proven track record of acquiring businesses with a focus on software and integrating them into their overall business model. ESW Holdings has the financial wherewithal to fund the Plan and, together with ESW Capital, to operate the Reorganized Debtor. 8. As set forth in further detail in the Plan, on the Effective Date, ESW Holdings has committed to fund $8,5000,000 in plan consideration, less those amounts ESW Holdings provides to the Debtor under the DIP Facility prior to the Effective Date ($325,000 has been provided under the DIP Facility as of the date hereof) (the “Consideration”). I believe that the Debtor, once it receives the Consideration from the Plan Sponsor, will have sufficient Cash on hand to consummate the transactions contemplated under the Plan. Moreover, ESW Capital will provide capital to the Reorganized Debtor sufficient to meet its obligations, including payment of the Affiliate Loan as payments become due. Accordingly, I am confident that the Reorganized Debtor will be feasible going forward, and will not require a further reorganization. Good Faith 9. I believe that the transactions contemplated under the Plan, to the extent such transactions relate to the ESW Parties, are reasonable and proposed in good faith. I believe that the ESW Parties have acted in good faith at all times in connection with the Plan and the transactions contemplated thereby. The ESW Parties are not insiders of the Debtor, and have not served as officers or directors of the Debtor before or during the pendency of the Chapter 11 Case. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief.

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Dated: June 7, 2021 Austin, Texas Neeraj Gupta

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