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Full title: Disclosure Statement for the Prepackaged Chapter 11 Plan of Reorganization of Adara Enterprises Corp. (related document(s)15) Filed by Adara Enterprises Corp. (Gellert, Ronald) (Entered: 04/22/2021)

Document posted on Apr 21, 2021 in the bankruptcy, 52 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Each holder of an Allowed Other Secured Claim against the Debtor shall receive on or about the Effective Date, on account of and in full and complete settlement, release, and discharge of, and in exchange for, such Allowed Other Secured Claims, at the option of the Plan Sponsor: (i) payment in full in Cash; (ii) the collateral securing its Allowed Other Secured Claim and payment of any interest required under Bankruptcy Code section 506(b); (iii) reinstatement of such Allowed Other Secured Claim; or (iv) such other treatment rendering such Allowed Other Secured Claim unimpaired.Allowed Other Secured Claims are unimpaired, and the holders of such Claims are not entitled to vote to accept or reject the Plan on account of such Claims and will be conclusively deemed to have accepted the Plan pursuant to Bankruptcy Code section 1126(f).Allowed Other Priority Claims are unimpaired, and the holders of such Claims are not entitled to vote to accept or reject the Plan on account of such Claims and will be conclusively deemed to have accepted the Plan pursuant to Bankruptcy Code section 1126(f).Under Bankruptcy Code section 1126(f), holders of such unimpaired Claims are conclusively presumed to have accepted the Plan, and the votes of such unimpaired Claim holders have not, and shall not be solicited.Bankruptcy Code section 1126(d) defines acceptance of a plan by a class of interests as acceptance by holders of such interests, other than any entity designated under subsection Bankruptcy Code section 1126(e), that hold at least two-thirds in amount of the allowed interests of such class held by holders of such interests, other than any entity designated under Bankruptcy Code section 1126(e), that have accepted or rejected such plan.

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A COMBINED HEARING TO CONSIDER THE ADEQUACY OF THIS DISCLOSURE STATEMENT UNDER SECTION 1125 OF THE BANKRUPTCY CODE AND CONFIRMATION OF THE PLAN HAS BEEN SET BY THE BANKRUPTCY COURT FOR ___________ __, 2021, AT __:__ _.M. (PREVAILING EASTERN TIME). THE DEBTOR RESERVES THE RIGHT TO AMEND, SUPPLEMENT OR OTHERWISE MODIFY THIS DISCLOSURE STATEMENT PRIOR TO AND UP TO THE DATE OF SUCH HEARING. THIS DISCLOSURE STATEMENT IS NOT A SOLICITATION OF VOTES ON THE PLAN. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ADARA ENTERPRISES CORP., Case No. 21-______ (____) Debtor.1 DISCLOSURE STATEMENT FOR THE PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF ADARA ENTERPRISES CORP. Daniel Besikof, Esq. Ronald S. Gellert (DE 4259) Bethany Simmons, Esq. GELLERT SCALI BUSENKELL LOEB & LOEB LLP & BROWN, LLC 345 Park Avenue 1201 N. Orange Street, Suite 300 New York, NY 10154 Wilmington, DE 19801 Telephone: (212) 407-4000 Telephone: (302) 425-5806 Facsimile: (212) 407-4990 Facsimile: (302) 425-5814 Proposed Counsel to the Debtor and Debtor in Possession April 21, 2021 1 The last four digits of the Debtor’s federal tax identification number are 8502. The service address for the Debtor is 411 E. 57th Street Suite 1-A, New York, New York 10022.

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DISCLOSURE STATEMENT & CONFIRMATION HEARING AND DEADLINE TO OBJECT TO THE DISCLOSURE STATEMENT AND PLAN THE HEARING TO CONSIDER APPROVAL OF THE DISCLOSURE STATEMENT AND CONFIRMATION OF THE PLAN HAS BEEN SCHEDULED FOR ________ __, 2020 AT __:__ _.M. (PREVAILING EASTERN TIME). OBJECTIONS TO THE ADEQUACY OF THE INFORMATION CONTAINED IN THE DISCLOSURE STATEMENT AND CONFIRMATION OF THE PLAN MUST BE FILED (I) ON OR BEFORE ________ __, 2020, AT 4:00 P.M. (PREVAILING EASTERN TIME), AND (II) IN ACCORDANCE WITH PARAGRAPH __ OF THE PROCEDURES ORDER. THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING THE EXHIBITS ATTACHED HERETO) IS SPECULATIVE AND PERSONS SHOULD NOT RELY ON SUCH DOCUMENTS IN MAKING INVESTMENT DECISIONS WITH RESPECT TO (I) THE DEBTOR, OR (II) ANY OTHER ENTITIES THAT MAY BE AFFECTED BY THE CHAPTER 11 CASE.

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DISCLAIMERS The Debtor is providing the information in this Disclosure Statement for the Prepackaged Plan of Reorganization of Adara Enterprises Inc. (this “Disclosure Statement”) to holders of Claims and Equity Interests for purposes of obtaining approval of the Disclosure Statement by the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The information contained in this Disclosure Statement should not be relied on for any other purpose. Approval of this Disclosure Statement does not constitute a determination or recommendation by the Bankruptcy Court as to the fairness or the merits of the Plan. This Disclosure Statement contains summaries of certain provisions of the Plan, certain statutory provisions, certain documents relating to the Plan, and certain financial information. Although the Debtor believes that these summaries are fair and accurate and provide adequate information with respect to the documents summarized, such summaries are qualified to the extent that they do not set forth the entire text of, or are inconsistent with, such documents. Although the Debtor has made every effort to be accurate, the financial information contained herein has not been the subject of an audit or other review by an accounting firm. In the event of any conflict, inconsistency, or discrepancy between the terms and provisions in the Plan, this Disclosure Statement, the exhibits annexed to this Disclosure Statement, or the financial information incorporated herein or therein by reference, the Plan shall govern for all purposes. All holders of claims should read this Disclosure Statement and the Plan in their entirety before voting on the Plan. The statements and financial information contained herein have been made as of the date hereof unless otherwise specified. Holders of claims and equity interests reviewing this Disclosure Statement should not infer at the time of such review that there have been no changes in the facts set forth herein. Although the Debtor has made an effort to disclose where changes in present circumstances could reasonably be expected to affect materially the recovery under the Plan, this Disclosure Statement is qualified to the extent certain events do occur. IRS Circular 230 Notice: To ensure compliance with IRS Circular 230, holders of claims and equity interests are hereby notified that: (a) any discussion of U.S. federal tax issues contained or referred to in this Disclosure Statement is not intended or written to be used, and cannot be used, by holders of claims or equity interests for the purpose of avoiding penalties that may be imposed on them under the Internal Revenue Code; (b) such discussion is written in connection with the promotion or marketing by the Plan proponents of the transactions or matters addressed herein; and (c) holders of claims and equity interests should seek advice based on their particular circumstances from an independent tax advisor. This Disclosure Statement has been prepared in accordance with section 1125 of title 11 of the United States Code (the “Bankruptcy Code”) and not necessarily in accordance with federal or state securities laws or other non-bankruptcy law. This Disclosure Statement has not been approved or disapproved by the Securities and Exchange Commission (the

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“SEC”) or any federal, state, local, or foreign regulatory agency, nor has the SEC or any other such agency passed upon the accuracy or adequacy of the statements contained in this Disclosure Statement. Persons or entities holding or trading in, or otherwise purchasing, selling, or transferring, securities of or claims against the Debtor should evaluate this Disclosure Statement and the Plan in light of the purpose for which they were prepared. The Debtor makes statements in this Disclosure Statement that are considered forward-looking statements under federal securities laws. Statements concerning these and other matters are not guarantees of the Debtor’s future performance. Such forward-looking statements represent the Debtor’s estimates and assumptions only as of the date such statements were made and involve known and unknown risks, uncertainties, and other unknown factors that could impact the Debtor’s restructuring plans or cause the actual results of the Debtor’s business to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates,” “plans,” or similar terms to be uncertain and forward-looking. There can be no assurance that the restructuring transaction described herein will be consummated. Creditors and other interested parties should see the section of the Disclosure Statement entitled “Risk Factors” for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtor.

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TABLE OF CONTENTS Page(s) I. INTRODUCTION..............................................................................................................5 A. Overview of the Plan ..............................................................................................6 1. General Structure of the Plan ...................................................................6 2. Material Terms of the Plan .......................................................................6 3. Summary of Treatment of Claims and Equity Interests Under the Plan............................................................................................8 B. Plan Voting Instructions and Procedures ............................................................9 1. Voting Rights ..............................................................................................9 2. Solicitation Materials .................................................................................9 3. Voting Instructions ....................................................................................9 4. Confirmation and Consummation of the Plan. .....................................10 II. GENERAL INFORMATION ABOUT THE DEBTOR ..............................................11 A. Background ..........................................................................................................11 B. Capital Structure .................................................................................................13 C. Events Leading to the Filing of the Bankruptcy Case ......................................13 III. THE DEBTOR’S BANKRUPTCY CASE .....................................................................14 A. Commencement of the Chapter 11 Case ............................................................14 B. Restructuring Support Agreement .....................................................................14 C. Debtor in Possession Financing .......................... Error! Bookmark not defined. D. Debtor’s First Day Pleadings. .............................................................................15 E. Debtor’s Second Day Pleadings. .........................................................................15 IV. SUMMARY OF THE CHAPTER 11 PLAN .................................................................16 A. Treatment of Unclassified Claims ......................................................................16 1. Administrative Claims .............................................................................16 2. Allowed Priority Tax Claims ..................................................................17 B. Elimination of Classes for Voting Purposes ......................................................17 C. Classification and Treatment of Claims and Equity Interests ........................17 1. Class 1: Prepetition Secured Lender Claim ..........................................17 2. Class 2: Other Secured Claims ...............................................................18 3. Class 3: Other Priority Claims ...............................................................18

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4. Class 4: General Unsecured Claims .......................................................18 5. Class 5: Preferred Equity Interests ........................................................19 6. Class 6: Other Equity Interests ..............................................................19 D. Acceptance or Rejection of the Plan...................................................................19 1. Impaired Classes Entitled to Vote ..........................................................19 2. Acceptance by Classes 1, 5, and 6 ...........................................................19 3. Presumed Acceptances by Classes 2, 3, and 4 .......................................19 4. Reservation of Cramdown Rights ..........................................................20 E. Means for Implementation of the Plan ..............................................................20 1. Continued Corporate Existence..............................................................20 2. Management and Board of Directors .....................................................20 3. Arrangements with the Distribution Trustee ........................................20 4. The Closing ...............................................................................................21 5. Tax Treatment of the Distribution Trust...............................................23 6. Preservation of Rights of Action .............................................................24 7. Insurance ..................................................................................................24 8. Legally Binding Effect .............................................................................25 9. Vesting of Property in Reorganized Debtor ..........................................25 10. Exemption from Taxes ............................................................................25 11. Securities Exemption ...............................................................................26 F. Treatment of Executory Contracts and Unexpired Leases ..............................26 1. Assumption of Executory Contracts ......................................................26 2. Rejection of Executory Contracts...........................................................26 3. Procedures Related to Assumption of Executory Contracts ...................................................................................................27 4. Rejection Claim Bar Date .......................................................................28 5. Indemnification Obligations ...................................................................29 G. Provisions Governing Distributions of Property ..............................................29 1. Distributions Procedures Regarding Allowed Claims ..........................29 2. Procedures Regarding Distributions from the Distribution Trust ....................................................................................31 H. Procedures for Resolution of Disputed Claims .................................................31 1. Right to Object to Claims ........................................................................31

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2. Deadline for Objecting to Claims ...........................................................32 3. Right to Request Estimation of Claims ..................................................32 I. Injunctions, Releases, and Discharge .................................................................32 1. Discharge of the Debtor ...........................................................................32 2. Discharge Injunction ...............................................................................33 3. Exculpation and Limitation of Liability ................................................33 4. Releases by the Debtor.............................................................................34 5. Releases by Third Parties ........................................................................34 J. Conditions to Confirmation and Effectiveness..................................................35 1. Conditions to Confirmation ....................................................................35 2. Conditions to Effectiveness .....................................................................36 K. Modification, Revocation, or Withdrawal of the Plan ......................................36 1. Defects, Omissions, and Amendments of the Plan ................................36 2. Withdrawal of the Plan ...........................................................................37 L. Retention of Jurisdiction .....................................................................................37 1. Bankruptcy Court Jurisdiction ..............................................................37 2. Limitations on Jurisdiction .....................................................................38 V. RISK FACTORS ..............................................................................................................39 A. Risks Related to Bankruptcy ..............................................................................39 1. Parties May Object to the Plan’s Classification of Claims and Equity Interests ....................................................................39 2. The Debtor May Not Be Able to Obtain Confirmation of the Plan .................................................................................................39 3. The Conditions Precedent to the Effective Date of the Plan May Not Occur ................................................................................39 4. Allowed Claims May Exceed Estimates .................................................39 B. Risks Related to Financial Information .............................................................40 VI. CONFIRMATION OF THE PLAN ...............................................................................40 A. The Confirmation Hearing..................................................................................40 B. Requirements for Confirmation of the Plan ......................................................40 C. Best Interests of Creditors / Liquidation Analysis ............................................41 D. Feasibility ..............................................................................................................42 E. Acceptance by Impaired Classes ........................................................................42

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F. Confirmation Without Acceptance by All Impaired Classes ...........................43 1. No Unfair Discrimination ........................................................................43 2. Fair and Equitable Test ...........................................................................43 VII. TAX CONSEQUENCES OF THE PLAN .....................................................................44 VIII. RECOMMENDATION ...................................................................................................45

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EXHIBITS EXHIBIT A Plan of Reorganization EXHIBIT B Liquidation Analysis I. INTRODUCTION Adara Enterprises Corp. (the “Debtor”) hereby submits this disclosure statement (this “Disclosure Statement”) pursuant to sections 1125 and 1126(b) of title 11 of the United States Code (the “Bankruptcy Code”), for the sole purpose of obtaining approval of the Disclosure Statement from the Bankruptcy Court on a combined hearing where the Debtor will seek confirmation of the Prepackaged Chapter 11 Plan of Reorganization of Adara Enterprises Corp., dated April 21, 2021 (as amended, supplemented, or otherwise modified from time to time pursuant to its terms, the “Plan”), and requesting certain other related relief. A copy of the Plan is attached hereto as Exhibit A.2 THIS DISCLOSURE STATEMENT IS NOT INTENDED TO REPLACE A CAREFUL AND DETAILED REVIEW AND ANALYSIS OF THE PLAN. THIS DISCLOSURE STATEMENT IS INTENDED TO AID AND SUPPLEMENT THAT REVIEW. THE DESCRIPTION OF THE PLAN HEREIN IS ONLY A SUMMARY. HOLDERS OF CLAIMS AND EQUITY INTERESTS AND OTHER PARTIES IN INTEREST ARE CAUTIONED TO REVIEW THE PLAN AND ANY RELATED ATTACHMENTS FOR A FULL UNDERSTANDING OF THE PLAN’S PROVISIONS. THIS DISCLOSURE STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN. This Disclosure Statement sets forth certain information regarding the Debtor’s prepetition operating and financial history, its reasons for seeking protection under the Bankruptcy Code, and the anticipated organization, operations, and financing of the Debtor upon its successful emergence from bankruptcy protection. This Disclosure Statement also describes certain terms and provisions of the Plan, certain effects of confirmation of the Plan, certain risk factors associated with the Plan, the business of the Debtor or Reorganized Debtor, and the issuance of New Equity to ESW Holdings, Inc. (“ESW Holdings”), as the Prepetition Secured Lender, and ESW Capital, LLC (“ESW Capital” and together with ESW Holdings, the “ESW Parties”) as the Preferred Equity Interest Holder, and the manner in which Distributions will be made under the Plan. The Debtor has filed the Plan, this Disclosure Statement, and a motion seeking entry of an order approving the Disclosure Statement, obviating the need for a solicitation process, for confirmation of the Plan and approval of various procedures related to the foregoing (the “Procedures Order”). Additionally, on April 21, 2021, the Debtor, the ESW Parties and GlassBridge entered into the restructuring support agreement (together with all exhibits thereto, and as amended, restated, and supplemented from time to time, the “Restructuring Support Agreement”), the assumption of which is subject to a separate motion filed concurrently herewith, that sets forth the principal terms 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. The summary of the Plan provided herein is qualified in its entirety by reference to the Plan. In the case of any inconsistency between the summary herein and the Plan, the Plan shall govern.

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of the Restructuring Transaction (as defined in the Restructuring Support Agreement) and requires the parties thereto to support the Plan. A. Overview of the Plan 1. General Structure of the Plan The Plan provides for the reorganization of the Debtor by retiring, cancelling, extinguishing, and/or discharging the Debtor’s existing Equity Interests (as defined in the Plan) and issuing New Equity in the Reorganized Debtor to the Prepetition Secured Lender and to the Preferred Equity Holder. Additionally, the Plan Sponsor has agreed to provide Consideration which will fund a trust (the “Distribution Trust”) and will ultimately be distributed to holders of Allowed Claims and Allowed Equity Interests in accordance with the priority scheme established by the Bankruptcy Code, or as otherwise agreed pursuant to the Restructuring Support Agreement executed by the Debtor, the ESW Parties, and GlassBridge Enterprises, Inc. (“GlassBridge”) prior to the filing of this Chapter 11 Case. As agreed by the Prepetition Secured Lender under the Restructuring Support Agreement, holders of Allowed General Unsecured Claims will be paid 100% of their claims in full. To fund the Chapter 11 Case, ESW Holdings has agreed to allow the Debtor use of the Cash Collateral and to provide the Debtor with the DIP Facility, pursuant to the Cash Collateral/DIP Order. Further, ESW Holdings, in its capacity as Plan Sponsor, has agreed to fund $8,500,000 on the Effective Date, less any amount that ESW Holdings may provide to the Debtor in the form of post-petition financing (if any), including under the DIP Facility (the “Consideration”). For the avoidance of doubt, upon the Effective Date, any outstanding obligations of the Debtor under the DIP Facility shall be credited against the Consideration and, notwithstanding anything to the contrary set forth in the Plan will not be repaid in Cash; provided that nothing in the Plan shall negate or modify the obligation of the Debtor to repay all Restructuring Expenses in full in Cash. The Consideration will be used to satisfy Allowed Administrative Claims (including Ordinary Course Liabilities to the extent not paid prior to the Effective Date), Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed General Unsecured Claims, consistent with Bankruptcy Code section 1129. All of the foregoing Allowed Claims will be satisfied in full. Remaining Consideration will be used to fund a Distribution to the Other Equity Interests. THE DEBTOR BELIEVES THAT THE PLAN IS FAIR AND EQUITABLE, WILL MAXIMIZE THE VALUE TO THE ESTATE, IS IN THE BEST INTERESTS OF THE DEBTOR’S ESTATE AND ITS STAKEHOLDERS, AND WILL ENABLE THE DEBTOR TO SUCCESSFULLY REORGANIZE AND ACCOMPLISH THE OBJECTIVES OF CHAPTER 11. 2. Material Terms of the Plan The following is an overview of certain material terms of the Plan:

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 The Debtor will be reorganized pursuant to the Plan and continue in operation following the Effective Date. On the Effective Date, 1,000 shares of New Equity of the Reorganized Debtor shall be issued.  Except with regard to the Ordinary Course Liabilities, the treatment of which is described below, it is anticipated that Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Other Priority Claims will be paid from the Consideration or otherwise satisfied in full, as required by the Bankruptcy Code, unless otherwise agreed to by the Debtor, Plan Sponsor and the holders of such Claims.  The Debtor shall continue to pay each Ordinary Course Liability accrued prior to the Effective Date, pursuant to the payment terms and conditions of the particular transaction giving rise to the Ordinary Course Liability and the Approved Budget.  The Prepetition Secured Lender shall receive (i) 50% of the New Equity in the Reorganized Debtor in full and complete discharge of, and in exchange for $2,000,000 of the Prepetition Secured Lender Claim, and (ii) the remainder of the Prepetition Secured Lender Claim shall be treated as a continuing obligation of the Reorganized Debtor upon the terms set forth in the Plan Supplement, and shall not be deemed extinguished, discharged, cancelled, released or otherwise satisfied under the Plan; provided that the GlassBridge Guaranty and the GlassBridge Pledge shall be terminated, and GlassBridge shall be discharged and released of all obligations thereunder, as of the Effective Date.  Each holder of an Allowed Other Secured Claim against the Debtor shall receive on or as soon as reasonably practicable after the Effective Date, on account of, in full and complete discharge of, and in exchange for, such Allowed Other Secured Claims, at the option of the Plan Sponsor: (i) payment in full in Cash; (ii) the collateral securing its Allowed Other Secured Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) reinstatement of such Allowed Other Secured Claim; or (iv) such other treatment rendering such Allowed Other Secured Claim unimpaired.  Each holder of an Allowed Other Priority Claim against the Debtor shall receive on or about the Effective Date, on account of, in full and complete discharge of, and in exchange for, such Allowed Other Priority Claim, (i) Cash equal to the amount of such Allowed Other Priority Claim on the Effective Date; or (ii) such other treatment to the holder of an Allowed Other Priority Claim as to which the Debtor, the Plan Sponsor and the holder of such Allowed Other Priority Claim shall have agreed upon in writing.  Each holder of an Allowed General Unsecured Claim shall receive, on account of and in full and complete settlement, release and discharge of, and in exchange for its Allowed General Unsecured Claim, (i) payment in full in Cash, plus any interest necessary to cause such Allowed General Unsecured Claim to be unimpaired; or (ii) such other treatment to the holder of an Allowed General Unsecured Claim as to

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which the Debtor, the Plan Sponsor and the holder of such Allowed General Unsecured Claim shall have agreed upon in writing.  The Preferred Equity Interest Holder shall receive 50% of the New Equity in the Reorganized Debtor. All Preferred Equity Interests shall be deemed automatically cancelled, released, and extinguished without further action by the Debtor or the Reorganized Debtor, and any and all obligations of the Debtor and the Reorganized Debtor thereunder shall be discharged.  The holder of Allowed Other Equity Interests will receive on account of its Other Equity Interests (i) all Remaining Cash and (ii) the IP Grant. All existing Other Equity Interests shall be deemed automatically cancelled, released, and extinguished without further action by the Debtor or the Reorganized Debtor. 3. Summary of Treatment of Claims and Equity Interests Under the Plan The table below summarizes the classification and treatment of the Claims and Equity Interests under the Plan. THE PROJECTED RECOVERIES SET FORTH IN THE TABLE BELOW ARE ESTIMATES ONLY AND THEREFORE ARE SUBJECT TO CHANGE. FOR A COMPLETE DESCRIPTION OF THE CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS, REFERENCE SHOULD BE MADE TO THE ENTIRE PLAN. Class Claim or Equity Summary of Estimated Projected Interest Treatment Aggregate Recovery Under Amount of Plan Claims3 1 Prepetition Secured Impaired; Entitled to $12,459,359 16.05% - 100% Claim Vote on Plan 2 Other Secured Claims Unimpaired; Deemed $0.00 100% to Accept Plan 3 Other Priority Claims Unimpaired; Deemed $0.00 100% to Accept Plan 4 General Unsecured Unimpaired; Deemed $0.00 100% Claims to Accept Plan 5 Preferred Equity Impaired; Entitled to N/A N/A Interests Vote on Plan 3 Estimated aggregate amount of claims in each class as well as projected recoveries for each class are based solely on the Debtor’s understanding of the universe of the claims in each Class. However, neither the General Bar Date nor the Governmental Unit Bar Date have passed yet, and the actual amount of claims and projected recoveries could vary significantly based upon the final pool of filed claims and any reconciliation thereof. Nothing herein shall be construed to be an admission by the Debtor as to the extent, priority, or validity of any claim.

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6 Other Equity Interests Impaired; Entitled to N/A N/A Vote on Plan THE DEBTOR BELIEVES THAT THE PLAN PROVIDES THE BEST RECOVERIES POSSIBLE FOR HOLDERS OF CLAIMS AND EQUITY INTERESTS. B. Plan Voting Instructions and Procedures 1. Voting Rights Under the Bankruptcy Code, only Classes of Claims that are “impaired” and that are not deemed as a matter of law to have rejected a plan of reorganization under Bankruptcy Code section 1126 are entitled to vote to accept or reject the Plan. Any Class that is “unimpaired” is not entitled to vote to accept or reject a plan of reorganization and is conclusively presumed to have accepted the Plan. As set forth in Bankruptcy Code section 1124, a Class is “impaired” if the legal, equitable, or contractual rights attaching to the claims or equity interests of that Class are modified or altered. Pursuant to the Plan, Claims in Classes 2 (Other Secured Claims), 3 (Other Priority Claims), and 4 (General Unsecured Claims) are unimpaired by the Plan, and such holders are deemed to have accepted the Plan and are therefore not entitled to vote on the Plan. Pursuant to the Plan, Claims in Class 1 (Prepetition Secured Lender Claim), and Equity Interests in Classes 5 (Preferred Equity Interests), and 6 (Other Equity Interests) are impaired by, and entitled to receive a Distribution under the Plan, and only the holders of Claims and Equity Interests in these Classes are entitled to vote to accept or reject the Plan. 2. Solicitation Materials Prior to the Petition Date, on April 21, 2021, the Debtor served the following solicitation materials (the “Solicitation Package”) on each member of each voting Class (i.e., Classes 1, 5 and 6):  This Disclosure Statement, including the Plan and certain Exhibits annexed hereto; and  One or more ballots, as applicable, to be used in voting to accept or to reject the Plan and applicable instructions with respect thereto (the “Voting Instructions”). If you are the holder of a Claim and believe that you are entitled to vote on the Plan, but you did not receive a ballot, you should contact counsel to the Debtor by writing to Loeb & Loeb LLP, Attn: Daniel Besikof, Esq., 345 Park Avenue, New York, New York 10154 or by telephone at 212-407-4000 or via email at dbesikof@loeb.com. 3. Voting on the Plan As discussed above, all Classes entitled to vote to accept or reject the Plan were solicited prior to the Petition Date. Moreover, each member of Classes 1, 5 and 6 are party to the Restructuring Support Agreement and cast its respective ballot to accept the Plan. Accordingly,

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the Debtor does not believe there are any Classes of Claims or Equity Interests entitled to vote to accept or reject the Plan that have not already done so. In connection with seeking entry of the Procedures Order, the Debtor has advised the Bankruptcy Court of its belief of the lack of need for a solicitation process. 4. Confirmation and Consummation of the Plan. Under section 1128(a) of the Bankruptcy Code, the Bankruptcy Court, after notice, may hold a hearing to confirm a plan of reorganization. When the Debtor filed the Chapter 11 Case, it filed a motion requesting that the Bankruptcy Court set a date and time as soon as reasonably practicable after the Petition Date for a hearing (such hearing, the “Combined Hearing”) for the Bankruptcy Court to determine whether the Disclosure Statement contains adequate information under section 1125(a) of the Bankruptcy Code, whether the Debtor needs to solicit acceptances in support of the Plan under section 1126(b) of the Bankruptcy Code, and whether the Plan should be confirmed in light of both the affirmative requirements of the Bankruptcy Code and objections, if any, that are timely filed, as permitted by section 105(d)(2)(B)(vi) of the Bankruptcy Code. The Combined Hearing, once set, may be continued from time to time without further notice other than an adjournment announced in open court or a notice of adjournment filed with the Bankruptcy Court and served on those parties who have requested notice under Bankruptcy Rule 2002 and the entities who have filed an objection to the Plan, if any, without further notice to parties in interest. The Bankruptcy Court, in its discretion and prior to the Combined Hearing, may put in place additional procedures governing the Combined Hearing. Subject to section 1127 of the Bankruptcy Code, the Plan may be modified, if necessary, prior to, during, or as a result of the Combined Hearing, without further notice to parties in interest. Additionally, section 1128(b) of the Bankruptcy Code provides that any party in interest may object to confirmation of the Plan. The Debtor, in the same motion requesting a date for the Combined Hearing, will request that the Bankruptcy Court set a date and time for parties in interest to file objections to the adequacy of the Disclosure Statement, the lack of need to solicit acceptances in support of the Plan under the circumstances, and confirmation of the Plan. All such objections must be filed with the Bankruptcy Court and served on the Debtor and certain other parties in interest in accordance with the Procedures Order so that they are received before the deadline to file such objections. (a) Combined Hearing. At the Combined Hearing, the Bankruptcy Court will determine whether the Disclosure Statement contains adequate information under section 1125(a) of the Bankruptcy Code, it is appropriate under the circumstances to obviate the need to solicit acceptances in support of the Plan under section 1126(b) of the Bankruptcy Code, and the Plan should be confirmed in light of both the affirmative requirements of the Bankruptcy Code and objections, if any, that are timely filed and subject to satisfaction or waiver of each condition precedent in Article XIII of the Plan. For a more detailed discussion of the Combined Hearing, see Article VI of this Disclosure Statement, entitled “Confirmation of the Plan.” (b) Effect of Confirmation and Consummation of the Plan.

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Following entry of the Confirmation Order, and subject to satisfaction or waiver of each condition precedent in Section 13.2 of the Plan, the Plan will be consummated on the Effective Date. Among other things, on the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article XI of the Plan will become effective. Accordingly, it is important to read the provisions contained in Article XI of the Plan very carefully so that you understand how entry of the Confirmation Order and the occurrence of the Effective Date of the Plan—which effectuates such release, injunction, exculpation, and discharge provisions—will affect you and any Claim or Interest you may hold with respect to the Debtor. These provisions are described in Article IV.H of this Disclosure Statement. II. GENERAL INFORMATION ABOUT THE DEBTOR A. Background i. Overview. After a strategic restructuring of the Debtor’s prior business, Adara was launched in 2017 as an asset management business. Currently, the Debtor’s primary asset is quantitative trading software (the “Trading Software”), which was originally developed at significant expense over the course of 10-15 years by Clinton Group, Inc. (“Clinton”) and has been used to assist in trades of more than $50 billion by Clinton and its former licensees. In hopes of leveraging the Trading Software and building the Debtor’s asset management business, the Debtor took on financing in 2020, discussed below, which was used in large part to clear away historical indebtedness to the Debtor’s prior lender and to facilitate an aggressive push to raise funds to manage on the Debtor’s quantitative trading strategy. While the Debtor worked tirelessly to recruit outside investors, it ultimately failed to generate interest from outside investors and was unable to raise funds prior to the maturity of its financing. ii. Operational History. GlassBridge, the holder of all of the Debtor’s common equity, was formerly known as Imation Corp. (“Imation”). Upon information and belief, GlassBridge was formed in 1996 as a spinoff of 3M Co. At that time, upon information and belief, the Debtor was known as Imation Enterprises Corp. (“IEC”), and it was, as now, a subsidiary of Imation/GlassBridge. Upon information and belief, Imation manufactured and IEC marketed a wide variety of products and services for the information processing industry, specializing in data storage and imaging applications through several different units. Imation’s business units included: (1) data storage; (2) printing and publishing systems; (3) medical imaging systems and photo color products; (4) customer service technology; and (5) document imaging. Upon information and belief, Imation developed and manufactured the products for the various business lines and then sold them to the Debtor at cost, which the Debtor, in turn, marketed and sold through commercial and retail channels. From the beginning, however, upon information and belief, Imation and its subsidiaries, including the Debtor, struggled to be profitable. As a result, upon information and belief, Imation began to divest itself of various business lines in 1998 until it became focused solely on data storage by 2005. Between 2005 and 2015, the Debtor made certain strategic acquisitions and

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attempted to pivot its business to meet rapidly changing data storage market needs and trends. Despite these efforts, the Debtor still failed to be profitable. Indeed, by 2015, the Debtor had net operating losses exceeding $450 million. In the third quarter of 2015, Imation adopted a restructuring plan to begin the termination of all of its data storage business operations, and the Debtor wound down its distribution business for those products. During this time, the Debtor sought to ensure that all of its known creditors from its legacy business were paid in full. By the first quarter of 2016, Imation’s data storage business was effectively wound-down and all but a handful of small vendor claims had been repaid. The remaining vendors were paid in the following months, leaving the Debtor with no known unsecured creditors, other than, from time to time, trade payables incurred in the operation of the Debtor’s business that were paid in the ordinary course. Having completed the wind-down of its data storage business, in 2017 GlassBridge and the Debtor acquired new management to help pivot its business to asset management. That team remains in place. At or about that time, Imation announced its name change to GlasssBridge and its new focus on asset management. In furtherance of that shift, in 2017, the Debtor entered into an agreement with Clinton to allow a new wholly owned subsidiary of the Debtor, GlassBridge Asset Management LLC (“GAM”), to initially place up to $1 billion of investment capacity under Clinton’s management by utilizing the Trading Software. The transaction was structured to provide for quick and efficient scaling of the asset management business and designed to provide investors with access to quantitative equity strategies. In furtherance of this strategy, Clinton granted to the Debtor a license to use the Trading Software. GlassBridge supported the Debtor’s business by making a $10 million investment into the fund while the Debtor sought investments from other sources. That investment concluded in 2019. Also in 2017, the Debtor established a second arm of its asset management business focused on making venture capital investments. To that end, the Debtor entered into a collaboration with Roc Nation to form Arrive LLC (“Arrive”) with the purpose of making venture capital investments and to serve as general partner and investment manager to a third-party fund. The shares of Arrive were held by GAM and thus were indirectly owned by the Debtor. iii. The Orix Notes. In 2019, Orix PTP Holdings, LLC (“Orix”) expressed an interest in purchasing the Debtor from GlassBridge and investing in Sport-BLX, Inc. (“Sport-BLX”), a sports investment platform, owned in part by GlassBridge. To that end, Orix provided $13 million of debt financing (the “Orix Notes”) to the Debtor and acquired 20.1% of the Debtor’s common stock from GlassBridge. Simultaneously, the Debtor received from GlassBridge, among other consideration, certain of GlassBridge’s shares in Sport-BLX. At the conclusion of this transaction, the Debtor owed $13 million to Orix, and its assets included certain shares of Sport-BLX and its interest in GAM (discussed above). In 2020, the Debtor changed its name from Imation Enterprises Corp. to Adara and the name of GAM to Adara Asset Management LLC (“AAM”). At the same time, the COVID-19 pandemic and resulting liquidity constraints precluded Orix from executing on its initial plan to acquire the entirety of the Debtor’s stock from GlassBridge. The Debtor, GlassBridge and Orix

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reached an agreement by which the Debtor was relieved of its obligations under the Orix Notes through a series of transactions. The first step in this transaction was that on July 21, 2020, the Debtor caused AAM to distribute 100% of its membership interest relating to Arrive and certain other assets to the Debtor, which in turn assigned those interest to GlassBridge. The Debtor further assigned its obligations under the Orix Notes to AAM, the equity interests of which the Debtor sold to GEH Sport LLC (“GEH Sport”), another affiliate of GlassBridge, for $1.00 as well as GEH Sport’s agreement to assume the Debtor’s obligations under the Orix Notes. The second step in this transaction was that, also on July 21, 2020, the Debtor entered into the credit facility with ESW Holdings, the Debtor’s current senior secured lender (discussed below), which proceeds were used to fund the Debtor’s business operation and, among other things, to purchase the Trading Software, to fund GlassBridge’s repurchase of the shares in the Debtor held by Orix, and to repay certain outstanding obligations. B. Capital Structure The Debtor is party to that certain Loan and Security Agreement, dated July 21, 2020 (the “Loan Agreement”), between the Debtor, GlassBridge, and ESW Holdings as well as that certain Limited Recourse Guaranty (the “GlassBridge Guaranty”), and that certain Limited Recourse-Stock Pledge Agreement (the “GlassBridge Pledge Agreement”), each dated as of July 21, 2020, between and among GlassBridge, ESW Holdings, and the Debtor. Pursuant to the Loan Agreement, the Prepetition Secured Lender extended a term loan (the “Loan”) to the Debtor in the aggregate principal amount of $11,000,000. Under the Loan Agreement, the Debtor pledged substantially all of its assets to ESW Holdings as security for the Debtor’s obligations under the Loan Agreement. Under the GlassBridge Pledge Agreement, GlassBridge, as parent to Adara, pledged 100% of its equity interests in Adara, as well as a portion of its equity interests in Sport-BLX, Inc., a non-debtor subsidiary, and all proceeds thereof to ESW Holdings to induce ESW Holdings to extend the Loan. GlassBridge, as parent to Adara, additionally executed the GlassBridge Guaranty in favor of ESW Holdings, guaranteeing Adara’s obligations under the Loan Agreement upon the occurrence of certain enumerated events, to further induce ESW Holdings to extend the Loan. As of the Petition Date, the Debtor is obligated to the Prepetition Secured Lender in the amount totaling not less than $12,849,359, consisting of principal in the aggregate amount of $11,000,000, plus interest, fees, and costs, which includes all claims and rights to payment Section 9 of the Loan Agreement provides that, upon an event of default, the Debtor had the right to elect to proceed with a prepackaged plan of reorganization consistent with the pre-negotiated terms set forth therein (which terms are consistent with the Restructuring Transaction) in lieu of ESW Holdings exercising its other remedies under the Loan Agreement (the “Restructuring Election”). C. Events Leading to the Filing of the Bankruptcy Case After closing the July 2020 transactions, the Debtor was no longer obligated on the Orix Notes, and its operational focus had shifted solely to operating and marketing its quantitative

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trading platform. In addition to cash, its assets consisted solely of the Trading Software, and its sole indebtedness was the $11 million owed to ESW Holdings. Because the Loan had a short-term maturity, the Debtor knew it would need to ramp up its quantitative trading business, centered around the Trading Software, quickly and that it would need to raise substantial third-party investment in a short period of time in order to be successful and to enable the Debtor to repay the Loan. To that end, the Debtor aggressively sought to raise investment capital. Ultimately, that effort failed. The Debtor was unable to raise any investment capital, and on January 21, 2021, the Debtor received notice from ESW Holdings that it had defaulted on its obligation to repay the Loan at maturity. On February 5, 2021, the Debtor made the Restructuring Election. GlassBridge is the owner of 100% of the Debtor’s Other Equity Interests and the residual beneficiary of the Consideration. GlassBridge and the Debtor have overlapping employees and Boards of Directors. Because both the Debtor and GlassBridge anticipated that implementing the restructuring pursuant to the terms set forth in the Loan Agreement might result in a meaningful distribution to GlassBridge after payment of all other Allowed Claims against the Debtor, the Debtor’s existing Board of Directors determined to appoint an independent director to have sole authority to evaluate and approve all (i) restructuring transactions involving the Debtor; (ii) all transactions involving the Debtor, on the one hand, and GlassBridge, affiliates of GlassBridge, and/or Insiders (as defined in the Bankruptcy Code), on the other hand and (iii) any transaction involving a conflict of interest with respect to GlassBridge, affiliates of GlassBridge or Insiders. Accordingly, on March 1, 2021, William Lenhart was appointed to the Debtor’s Board of Directors. The Debtor, ESW Holdings, ESW Capital, and GlassBridge then engaged in arms-length, consensual negotiations that ultimately resulted in the execution of the Restructuring Support Agreement. Pursuant to the Restructuring Support Agreement, among other things, ESW Holdings agreed to permit the Debtor to use its Cash Collateral and to provide the Debtor with the DIP Facility to fund the Chapter 11 Case. The Restructuring Support Agreement represents a major concession by ESW Holdings and provides a material recovery to General Unsecured Creditors, who would likely not receive any recovery. The ESW Parties’ and GlassBridge’s execution of the Restructuring Support Agreement constitutes a major victory for the Debtor and provides the foundation upon which this Chapter 11 Case may proceed to a successful confirmation, resulting in the maximization of recoveries to all creditors. III. THE DEBTOR’S BANKRUPTCY CASE A. Commencement of the Chapter 11 Case On April 22, 2021 (the “Petition Date”), the Debtor commenced a voluntary case under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. B. Restructuring Support Agreement Under the Restructuring Support Agreement, the Debtor, ESW Holdings, ESW Capital, and GlassBridge (collectively, the “RSA Parties”) agreed, among other things, to support and take

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all reasonable actions necessary to facilitate the implementation and consummation of the Plan, which, among other things, provides for (1) the funding of Consideration by the Plan Sponsor; (2) the treatment of holders of Allowed Claims in accordance with the Plan and the priority scheme established by the Bankruptcy Code; and (3) the reorganization of the Debtor by retiring, cancelling, extinguishing and/or discharging the Debtor’s prepetition Other Equity Interests, and (i) issuing 50% of the New Equity in the Reorganized Debtor to the Preferred Equity Interest Holder in exchange for its Preferred Equity Interests, and (ii) issuing 50% of the New Equity to the Prepetition Secured Lender, in exchange for $2 million of its pre-petition secured claim (the “Restructuring Transaction”). The Plan provides that the remainder of the Prepetition Secured Lender Claim (net of the portion of its claim that is being converted to New Equity) will remain outstanding following the Effective Date of the Plan and become an obligation of the Reorganized Debtor. On April 22, 2021, the Debtor filed a motion with the Bankruptcy Court seeking entry of an order authorizing the Debtor to assume the Restructuring Support Agreement [Docket No. ___] (the “RSA Motion”). Through the RSA Motion, the Debtor seeks approval of its assumption of the Restructuring Support Agreement, but not approval of the underlying transactions contemplated by the Restructuring Transaction. A hearing to consider the RSA Motion is scheduled for [ ], 2021. C. Use of Cash Collateral and Debtor in Possession Financing The Debtor required debtor in possession financing to fund operations and restructuring costs in this Chapter 11 Case. On April 22, 2021, the Petition Date, the Debtor filed its Motion of Debtor for Entry of Interim and Final Orders to (I) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Party; (III) Authorizing Unsecured Debtor in Possession Financing; (IV) Scheduling a Final Hearing; and (V) Granting Related Relief (the “Cash Collateral/DIP Motion”) [Docket No. ]. By and through the Cash Collateral/DIP Motion, the Debtor sought approval to utilize its Cash Collateral and to obtain the DIP Facility to fund the Chapter 11 Case. A hearing on the Cash Collateral/DIP Motion is scheduled for [ ], 2021. D. Debtor’s First Day Pleadings. On April 22, 2021, the Debtor commenced this Chapter 11 Case by filing a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. Shortly thereafter, the Debtor filed various “first day” motions seeking authority to, among other things: (i) utilize its Cash Collateral and obtain the DIP Facility; (ii) substantially maintain its existing bank accounts and continue its integrated cash management system that was in place prior to the Petition Date; (iii) pay any outstanding wages owed to employees and maintain existing employee benefits plans; (iv) establish a deadline for parties to file claims and interests against the Debtor’s estate; (v) entry of an order scheduling a combined hearing on this Disclosure Statement and Plan, establishing various deadlines in connection therewith, and granting certain other related relief; and (vi) approve Donlin Recano & Co., Inc. as the Bankruptcy Court-appointed claims and noticing agent. E. Debtor’s Second Day Pleadings.

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Contemporaneously with, or shortly following, the filing of the “first day pleadings,” the Debtor filed certain “second day pleadings” with the Bankruptcy Court. In particular, the Debtor filed (i) a motion seeking authority to enter into and approval of the Restructuring Support Agreement; and (ii) applications to approve the retention of Gellert Scali Busenkell & Brown LLC and Loeb & Loeb LLP as counsel for the Debtor. IV. SUMMARY OF THE CHAPTER 11 PLAN This section provides a summary of the structure and means for implementation of the Plan and the classification and treatment of Claims and Equity Interests under the Plan and is qualified in its entirety by reference to the Plan (as well as the Exhibits thereto and definitions therein). The statements contained in this Disclosure Statement do not purport to be precise or complete statements of all the terms and provisions of the Plan or documents referred to therein, and reference is made to the Plan and to such documents for the full and complete statement of such terms and provisions. The Plan itself and the documents referred to therein control the actual treatment of Claims against and Equity Interests in the Debtor under the Plan and will, upon the occurrence of the Effective Date, be binding upon all holders of Claims against and Equity Interests in the Debtor, the Debtor’s estate, the Reorganized Debtor, all parties receiving property under the Plan, and other parties in interest. In the event of any conflict, inconsistency, or discrepancy between this Disclosure Statement and the Plan, the Plan Supplement, and/or any other operative document, the terms of the Plan, Plan Supplement, and/or such other operative document, as applicable, shall govern and control; provided that, in any event, the terms of the Plan shall govern and control over all other related documents. A. Treatment of Unclassified Claims In accordance with Bankruptcy Code section 1123(a)(1), Administrative Claims (including Professional Compensation Claims and Ordinary Course Liabilities) and Priority Tax Claims have not been classified and the respective treatment of such unclassified Claims is set forth in Article IV of the Plan. 1. Administrative Claims Except with regard to the Ordinary Course Liabilities (the treatment of which is described in Section 4.5 of the Plan), subject to the bar date provisions in the Plan, unless otherwise agreed to by the parties, each holder of an Allowed Administrative Claim shall receive, from the Consideration, Cash equal to the unpaid portion of such Allowed Administrative Claim within ten (10) days after the later of (a) the Effective Date, (b) the Allowance Date, or (c) such other date as is mutually agreed upon by the Debtor, the Plan Sponsor, and the holder of such Claim. All Ordinary Course Liabilities are deemed to be Allowed Claims to the extent set forth in the Approved Budget. Holders of Administrative Claims on account of Ordinary Course Liabilities are not required to file or serve any request for payment of the Ordinary Course Liability. The Debtor shall continue to pay each Ordinary Course Liability accrued prior to the Effective Date, pursuant to the payment terms and conditions of the particular transaction giving rise to the

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Ordinary Course Liability and the Approved Budget. To the extent that a holder of an Administrative Claim, on account of Ordinary Course Liability which accrued prior to the Effective Date, did not submit an invoice for the Ordinary Course Liability to the Debtor prior to the Effective Date, the holder must submit the invoice to the Distribution Trustee in the ordinary course of business pursuant to the terms and conditions of the particular transaction giving rise to the Ordinary Course Liability. The Distribution Trustee shall remit payment on the Ordinary Course Liability within fifteen (15) days of receipt of the invoice. In the event that the Reorganized Debtor pays any Ordinary Course Liability accrued prior to the Effective Date, the Distribution Trust shall reimburse the Reorganized Debtor for such payment promptly upon request. On the Effective Date, in lieu of treatment as an Administrative Claim, all unpaid interest payments accrued by the Prepetition Secured Lender as Adequate Protection under the Cash Collateral/DIP Order shall be added to the Prepetition Secured Lender Claim and treated as such under the Plan. Upon the Effective Date, any outstanding obligations of the Debtor under the DIP Facility shall be credited against the Consideration and, notwithstanding anything to the contrary set forth in the Plan, will not be repaid in Cash. 2. Allowed Priority Tax Claims Each holder of an Allowed Priority Tax Claim against the Debtor shall receive in full satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Priority Tax Claim (i) Cash equal to the amount of such Allowed Priority Tax Claim on the Effective Date or (ii) such other less favorable treatment to the holder of an Allowed Priority Tax Claim as to which the Debtor, the Plan Sponsor, and the holder of such Allowed Priority Tax Claim shall have agreed upon in writing. B. Elimination of Classes for Voting Purposes Any Class of Claims or Equity Interests that is not occupied as of the date of the commencement of the Confirmation Hearing by an Allowed Claim, an Allowed Equity Interest, or a Claim or Equity Interest temporarily allowed under Bankruptcy Rule 3018 shall be deemed deleted from the Plan for purposes of voting on acceptance or rejection of the Plan by such Class under Bankruptcy Code section 1129(a)(8). C. Classification and Treatment of Claims and Equity Interests Pursuant to Bankruptcy Code section 1122, set forth below is a designation of Classes of Claims and Equity Interests. A Claim or Equity Interest is placed in a particular Class only to the extent that the Claim or Equity Interest falls within the description of that Class, and is classified in other Classes to the extent that any portion of the Claim or Equity Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the purpose of receiving Distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date. 1. Class 1: Prepetition Secured Lender Claim

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The holder of the Allowed Prepetition Secured Lender Claim shall receive (i) 50% of the New Equity in the Reorganized Debtor in full and complete discharge of, and in exchange for $2,000,000 of the Prepetition Secured Lender Claim, and (ii) the remainder of the Prepetition Secured Lender Claim shall be treated as a continuing obligation of the Reorganized Debtor upon the terms set forth in the Plan Supplement, and shall not be deemed extinguished, discharged, cancelled, released or otherwise satisfied under the Plan; provided that the GlassBridge Guaranty and the GlassBridge Pledge shall be terminated, and GlassBridge shall be discharged and released of all obligations thereunder, as of the Effective Date. The Allowed Prepetition Secured Lender Claim is impaired, and the holder of such Claim is entitled to vote to accept or reject the Plan on account of such Claim pursuant to Bankruptcy Code section 1126(a). 2. Class 2: Other Secured Claims Each holder of an Allowed Other Secured Claim against the Debtor shall receive on or about the Effective Date, on account of and in full and complete settlement, release, and discharge of, and in exchange for, such Allowed Other Secured Claims, at the option of the Plan Sponsor: (i) payment in full in Cash; (ii) the collateral securing its Allowed Other Secured Claim and payment of any interest required under Bankruptcy Code section 506(b); (iii) reinstatement of such Allowed Other Secured Claim; or (iv) such other treatment rendering such Allowed Other Secured Claim unimpaired. Allowed Other Secured Claims are unimpaired, and the holders of such Claims are not entitled to vote to accept or reject the Plan on account of such Claims and will be conclusively deemed to have accepted the Plan pursuant to Bankruptcy Code section 1126(f). 3. Class 3: Other Priority Claims Each holder of an Allowed Other Priority Claim against the Debtor shall receive on or about the Effective Date, on account of and in full and complete settlement, release, and discharge of, and in exchange for, such Allowed Other Priority Claim, (i) Cash equal to the amount of such Allowed Other Priority Claim on the Effective Date, or (ii) such other treatment to the holder of an Allowed Other Priority Claim as to which the Debtor, the Plan Sponsor and the holder of such Allowed Other Priority Claim shall have agreed upon in writing. Allowed Other Priority Claims are unimpaired, and the holders of such Claims are not entitled to vote to accept or reject the Plan on account of such Claims and will be conclusively deemed to have accepted the Plan pursuant to Bankruptcy Code section 1126(f). 4. Class 4: General Unsecured Claims On or about the Effective Date, each holder of an Allowed General Unsecured Claim shall receive, on account of and in full and complete settlement, release and discharge of, and in exchange for its Allowed General Unsecured Claim, (i) payment in full in Cash; or (ii) such other treatment to the holder of an Allowed General Unsecured Claim as to which the Debtor, the Plan Sponsor and the holder of such Allowed General Unsecured Claim shall have agreed upon in writing.

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Allowed General Unsecured Claims are unimpaired, and the holders of such Claims are not entitled to vote to accept or reject the Plan on account of such Claims and will be conclusively deemed to have accepted the Plan pursuant to Bankruptcy Code section 1126(f). 5. Class 5: Preferred Equity Interests The Preferred Equity Interest Holder, on account of and in full and complete settlement, release and discharge of, and in exchange for, its Allowed Preferred Equity Interest shall receive 50% of the New Equity in the Reorganized Debtor. On the Effective Date, all Preferred Equity Interests shall be deemed automatically cancelled, released, and extinguished without further action by the Debtor or the Reorganized Debtor, and any and all obligations of the Debtor and the Reorganized Debtor thereunder shall be discharged. For the avoidance of doubt, the Allowed Preferred Equity Interest Holder shall not receive any portion of Remaining Cash. Allowed Preferred Equity Interests are impaired, and the Allowed Preferred Equity Interest Holder is entitled to vote to accept or reject the Plan on account of such Equity Interests pursuant to section 1126(a) of the Bankruptcy Code. 6. Class 6: Other Equity Interests The holder of Allowed Other Equity Interests will receive on account of its Other Equity Interests (i) all Remaining Cash and (ii) the IP Grant. On the Effective Date, all Other Equity Interests shall be deemed automatically cancelled, released, and extinguished without further action by the Debtor or the Reorganized Debtor, and any and all obligations of the Debtor and the Reorganized Debtor thereunder shall be discharged. Allowed Other Equity Interests are impaired, and the holders of such Equity Interests are entitled to vote to accept or reject the Plan on account of such Equity Interests pursuant to section 1126(a) of the Bankruptcy Code. D. Acceptance or Rejection of the Plan 1. Impaired Classes Entitled to Vote Holders of Claims and Equity Interests in Classes 1, 5, and 6 are impaired and each Class is entitled to vote as a Class to accept or reject the Plan. Accordingly, only the holders of Claims or Equity Interests in Classes 1, 5, and 6 were solicited with respect to the Plan. 2. Acceptance by Classes 1, 5, and 6 In accordance with Bankruptcy Code section 1126(c), and except as provided in Bankruptcy Code section 1126(e), an impaired Class of Claims of Equity Interests shall have accepted the Plan if the Plan is accepted by the holders of at least two-thirds (⅔) in dollar amount and more than one-half (½) in number of the Allowed Claims or Equity Interests in such Class that have timely and properly voted to accept or reject the Plan. 3. Presumed Acceptances by Classes 2, 3, and 4

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Classes 2, 3, and 4 are unimpaired under the Plan. Under Bankruptcy Code section 1126(f), holders of such unimpaired Claims are conclusively presumed to have accepted the Plan, and the votes of such unimpaired Claim holders have not, and shall not be solicited. 4. Reservation of Cramdown Rights In the event that any impaired Class shall fail to accept the Plan in accordance with Bankruptcy Code section 1129(a), the Debtor and Plan Sponsor reserve the right to request that the Bankruptcy Court confirm the Plan in accordance with the provisions of Bankruptcy Code section 1129(b). E. Means for Implementation of the Plan 1. Continued Corporate Existence Except as otherwise provided in the Plan, the Reorganized Debtor will continue to exist after the Effective Date as a corporate entity, with all of the powers of a corporation under applicable law in the jurisdiction in which the Debtor is incorporated and pursuant to its Charter Documents in effect before the Effective Date, as such documents are amended by or pursuant to the Plan. Upon the Effective Date, and without any further action by the shareholders, directors, or officers of the Reorganized Debtor, the Reorganized Debtor’s Charter Documents shall be deemed amended (a) to the extent necessary, to incorporate the provisions of the Plan, and (b) to prohibit the issuance by the Reorganized Debtor of nonvoting securities to the extent required under Bankruptcy Code section 1123(a)(6), subject to further amendment of such Charter Documents as permitted by applicable law, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval other than any requisite filings required under applicable state, provincial, or federal law. The Charter Documents shall be filed with the Plan Supplement. 2. Management and Board of Directors The Plan Sponsor and/or the holders New Equity Interests may nominate and elect new members for the board of directors of the Reorganized Debtor in accordance with the Reorganized Debtor’s Charter Documents. The identity of such new members shall be disclosed in the Plan Supplement prior to the Plan Supplement Deadline. Upon the Effective Date, the current members of the Debtor’s board of directors shall no longer serve in such capacity and shall be discharged of all duties in connection therewith. 3. Arrangements with the Distribution Trustee By the Plan Supplement Deadline, the Debtor shall file with the Bankruptcy Court a disclosure identifying the Distribution Trustee under the Distribution Trust. At the Confirmation Hearing, the Bankruptcy Court shall ratify such Distribution Trustee. All compensation for the Distribution Trustee shall be paid from the Distribution Trust Assets in accordance with the Distribution Trust Agreement. The approved Distribution Trustee shall commence its service as

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Distribution Trustee effective upon the execution of the Distribution Trust Agreement at the Closing. 4. The Closing The Closing of the transactions required and contemplated under the Plan shall take place on the Effective Date at the offices of Goulston & Storrs, P.C., 885 Third Avenue, 18th Floor, New York, New York 10022, or at such other place identified in a notice provided to those parties listed in Section 13.12 of the Plan. The Debtor and Plan Sponsor may reschedule the Closing by making an announcement at the originally scheduled Closing of the new date for the Closing. A notice of the rescheduled Closing shall be filed with the Bankruptcy Court and served on the parties identified in Section 13.12 of the Plan within two (2) days after the originally scheduled Closing. All documents to be executed and delivered by any party as provided in Article VI of the Plan and all actions to be taken by any party to implement the Plan as provided therein shall be in form and substance satisfactory to the Debtor and Plan Sponsor. The following actions shall occur at or before the Closing (unless otherwise specified), and shall be effective on the Effective Date: a) Execution of Documents and Corporate Action. The Debtor shall deliver all documents and perform all actions reasonably contemplated with respect to implementation of the Plan. The Debtor, or its designee, is authorized (i) to execute on behalf of the Debtor, in a representative capacity and not individually, any documents or instruments after the Confirmation Date or at the Closing that may be necessary to consummate the Plan and (ii) to undertake any other action on behalf of the Debtor to consummate the Plan. Each of the matters provided for under the Plan involving the corporate structure of the Debtor or corporate action to be taken by or required of the Debtor will, as of the Effective Date, be deemed to have occurred and be effective as provided in the Plan, and shall be authorized, approved, and (to the extent taken before the Effective Date) ratified in all respects without any requirement of further action by stockholders, creditors, or directors of the Debtor. On the Effective Date, all matters provided for in the Plan involving the corporate structure of the Reorganized Debtor, and all corporate actions required by the Debtor and the Reorganized Debtor in connection with the Plan, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Debtor or the Reorganized Debtor. For purposes of effectuating the Plan, none of the transactions contemplated in the Plan shall constitute a change of control under any agreement, contract, or document of the Debtor. b) Release of Liens. Upon request by the Debtor, the Reorganized Debtor, or the Plan Sponsor, any Person holding a Lien in any of the Debtor’s property shall execute any lien release or similar document(s) required to implement the Plan or reasonably requested by the Debtor, the Reorganized Debtor, or the Plan Sponsor in a

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prompt and diligent manner. Notwithstanding the foregoing, the Debtor, the Reorganized Debtor, the Plan Sponsor or the New Equity Holders are authorized to execute any lien release or similar document(s) required to implement the Plan. c) Cancellation of Claims and Equity Interests. On the Effective Date, all existing Equity Interests in the Debtor shall be retired, cancelled, extinguished, and/or discharged in accordance with the terms of the Plan. Except as otherwise provided in the Plan or the Plan Supplement, on the Effective Date: (1) the obligations of the Debtor under any certificate, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest in the Debtor giving rise to any Claim or Equity Interest shall be cancelled as to the Debtor and the Reorganized Debtor shall not have any continuing obligations thereunder, except for the Allowed Prepetition Secured Lender’s Claim (less $2 million) that shall be treated as a continuing obligation of the Reorganized Debtor upon the terms set forth in the Plan Supplement; and (2) the obligations of the Debtor pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtor shall be released and discharged. d) Mutual Releases. On the Effective Date, the ESW Parties shall execute a release of the GlassBridge Guaranty and the GlassBridge Pledge executed by GlassBridge as well as all other claims against GlassBridge and its affiliates relating to the Debtor. Contemporaneously, GlassBridge shall execute a waiver and release of all claims or interests it has or may have against the ESW Parties, including any profit interests, in connection with all non-debtor subsidiaries of the Debtor. e) Issuance of New Equity. On the Effective Date, (i) 500 shares of New Equity of the Reorganized Debtor shall be issued to the Preferred Equity Interest Holder and (ii) 500 shares of New Equity shall be issued to the Prepetition Secured Lender in partial consideration for the Allowed Prepetition Secured Lender Claim. The 1,000 shares of New Equity represent 100% of the equity in the Reorganized Debtor. The New Equity shall be free and clear of all Liens, Claims, Interests, and encumbrances of any kind, except as otherwise provided in the Plan. All the shares of the New Equity issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assignable. On the Effective Date, none of the

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New Equity will be listed on a national securities exchange. The Reorganized Debtor may take all necessary actions, if applicable, after the Effective Date to suspend any requirement to (i) be a reporting company under the Securities Exchange Act, and (ii) file reports with the Securities and Exchange Commission or any other entity or party. f) Funding of the Consideration. The Plan Sponsor will pay the Consideration to the Distribution Trust on the Effective Date, and such amounts (together with the Remaining Cash) will be distributed in accordance with the Plan. g) Execution and Ratification of the Distribution Trust Agreement. On the Effective Date, the Distribution Trust Agreement shall be executed by all parties thereto. The Distribution Trust Agreement shall be provided in the Plan Supplement. Each holder of a Claim shall be deemed to have ratified and become bound by the terms and conditions of the Distribution Trust Agreement. h) Transfer of Distribution Trust Assets. All property of the Debtor constituting the Distribution Trust Assets shall be conveyed and transferred by the Debtor to the Distribution Trust, free and clear of all Liens, Claims, Equity Interests, and encumbrances. 5. Tax Treatment of the Distribution Trust The Distribution Trust established under the Plan is established for the purpose of distributions to holders of all Claims by liquidating the Distribution Trust Assets transferred to the Distribution Trust and performing related and incidental functions referenced in the Distribution Trust Agreement, and the Distribution Trust shall have no objective of continuing or engaging in any trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the trust. The purpose of the Distribution Trust is to provide a mechanism for the liquidation of the Distribution Trust Assets, and to distribute the Consideration and the proceeds of the liquidation, net of all claims, expenses, charges, liabilities, and obligations of the Distribution Trust, to the Beneficiaries in accordance with the terms of the Plan. No business activities will be conducted by the Distribution Trust other than those associated with or related to the liquidation of the Distribution Trust Assets. It is intended that the Distribution Trust will have a termination date no more than five years from its formation (subject to possible extensions approved in advance) and make distributions from the proceeds from asset dispositions and investments (less amounts needed to cover trust expenses) at least annually. It is further intended that the Distribution Trust be classified for federal income tax purposes as a “liquidating trust” within the meaning of the Treasury Regulations Section 301.7701-4(d). All parties and Beneficiaries shall treat the transfers in trust described in the Plan as transfers to the Beneficiaries for all purposes of the Internal Revenue Code of 1986, as amended (including Sections 61(a)(12), 483, 1001, 1012, and 1274 thereof). Assuming the Distribution Trust is treated as a “liquidating trust”, all the parties and Beneficiaries shall treat the transfers in trust as if all the transferred assets, including all the Distribution Trust Assets, had been first transferred to the Beneficiaries and then

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transferred by the Beneficiaries to the Distribution Trust in exchange for interests in the Distribution Trust. The Beneficiaries shall be treated for all purposes of the Internal Revenue Code of 1986, as amended, as the grantors of the Distribution Trust and the owners of the Distribution Trust. The Distribution Trustee shall file returns for the Distribution Trust as a grantor trust pursuant to Treasury Regulations Section 1.671-4(a) or (b). All parties, including the Beneficiaries and the Distribution Trustee, shall value the Distribution Trust Assets consistently, and such valuations shall be used for all federal income tax purposes. Subsequent dispositions of Distribution Trust Assets and certain expense reserves may be taxable to Beneficiaries. Beneficiaries may wish to consult with a tax professional regarding the tax consequences of holding a Beneficial Interest in or receiving a Distribution from the Distribution Trust. 6. Preservation of Rights of Action Unless any Rights of Action against a Person are expressly waived, relinquished, exculpated, released, compromised, transferred, or settled in the Plan or by a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtor shall retain and may enforce all rights to commence and pursue any and all Rights of Action, and the Reorganized Debtor’s rights to commence, prosecute, or settle such Rights of Action shall be preserved notwithstanding the occurrence of the Effective Date. Such Rights of Action include any and all causes of action the Debtor has or may have whether known or of which the Debtor may presently be unaware or that may arise or exist by reason of additional facts or circumstances unknown to the Debtor as of the Effective Date or facts or circumstances that may change or be different from those that the Debtor believes to exist. No preclusion doctrine, including, without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable, or otherwise), or laches shall apply to such Rights of Action upon or after the Effective Date based on the Disclosure Statement, the Plan, the Plan Supplement, or the Confirmation Order, except where such causes of action have been released in the Plan. For the avoidance of doubt, and notwithstanding Section Error! Reference source not found. of the Plan, the Reorganized Debtor shall retain and shall have the exclusive right to enforce any and all of the Debtor’s Rights of Action including, without limitation, those arising from or related to (a) Intellectual Property and (b) claims and causes of action under chapter 5 of the Bankruptcy Code (including, without limitation, claims for accounts receivable and claims for turnover of Cash of the Debtor being held in escrow or on deposit by third parties), and shall be the sole beneficiary of any recoveries from any actions in connection therewith. Notwithstanding the foregoing, all claims for the avoidance of any transfers or obligations under sections 544, 547 and 548 of the Bankruptcy Code or any state law analogs, against any Released Parties, shall be waived as of the Effective Date, and the Reorganized Debtor shall not have standing to commence any such claims or causes of action after the Effective Date. 7. Insurance Nothing in this Disclosure Statement, the Plan, or the Confirmation Order shall (i) alter the rights and obligations of the Debtor or the Debtor’s insurers (and third party claims administrators) under applicable insurance policies (and the agreements related thereto), (ii) modify the coverage provided thereunder or the terms and conditions thereof (iii) diminish or impair the enforceability of any insurance policies, or any claims thereunder, covering former officers and/or directors of

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the Debtor. Any such rights and obligations shall be determined under the applicable insurance policies, any related agreement of the parties, and applicable law. 8. Legally Binding Effect The provisions of the Plan shall bind all Creditors and Equity Interest Holders, whether or not they accept the Plan and wherever located. 9. Vesting of Property in Reorganized Debtor On the Effective Date, except as otherwise expressly provided in the Plan or Confirmation Order, all Estate Property, other than the Distribution Trust Assets, shall vest in the Reorganized Debtor free and clear of all Liens, Claims, Equity Interests, and encumbrances of any kind, except as otherwise provided in the Plan. Moreover, pursuant to Bankruptcy Code section 1141(d), the effect of confirmation of the Plan shall be to discharge the Debtor from any debt that arose before the Effective Date, and any debt of a kind specified in Bankruptcy Code sections 502(g), 502(h), or 502(i). Neither the Reorganized Debtor, the Plan Sponsor, the New Equity Holders, nor its or their respective subsidiaries or affiliates shall (a) have any liability or responsibility for any Claim against or Equity Interest in the Debtor, the Debtor’s Estate, or any affiliate or Insider of the Debtor, or (b) have any liability or responsibility to the Debtor, each except as expressly set forth in the Plan. Without limiting the effect or scope of the foregoing, and to the fullest extent permitted by applicable laws, the issuance of the New Equity or transfer of assets contemplated in the Plan shall not subject the Reorganized Debtor, the Plan Sponsor, the New Equity Holders, or its or their respective properties or assets or subsidiaries, affiliates, successors, or assigns to any liability for Claims against the Debtor’s interests in such assets by reason of such issuance of New Equity or transfer of assets under any applicable laws, including, without limitation, any successor liability. On the Effective Date, except as otherwise provided in the Plan, the Reorganized Debtor may operate its business and may use, acquire, or dispose of any and all Estate Property, without supervision of or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. 10. Exemption from Taxes The Plan and the Confirmation Order provide for (a) the issuance, transfer, or exchange of notes, debt instruments, and equity securities under or in connection with the Plan; (b) the creation, assignment, recordation, or perfection of any lien, pledge, other security interest, or other instruments of transfer; (c) the making or assignment of any lease; (d) the creation, execution, and delivery of any agreements or other documents creating or evidencing the formation of the Reorganized Debtor or the issuance or ownership of any interest in the Reorganized Debtor; and/or (e) the making or delivery of any deed or other instrument of transfer under the Plan in connection with the vesting of the Estate’s assets in the Reorganized Debtor or the Distribution Trust pursuant to or in connection with the Plan, including, without limitation, merger agreements, stock purchase agreements, agreements of consolidation, restructuring, disposition, liquidation or dissolution, and transfers of tangible property. Pursuant to Bankruptcy Code section 1146 and the Plan, any such

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act described or contemplated in the Plan will not be subject to any stamp tax, transfer tax, filing or recording tax, or other similar tax. 11. Securities Exemption Any rights issued under, pursuant to, or in effecting the Plan, including, without limitation, the New Equity in the Reorganized Debtor, and the offering and issuance thereof by any party, including without limitation the Plan proponent or the Estate, shall be exempt from Section 5 of the Securities Act of 1933, if applicable, and from any state or federal securities laws requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security, and shall otherwise enjoy all exemptions available for Distributions of securities under a plan of reorganization in accordance with all applicable law, including without limitation, Bankruptcy Code section 1145. If the issuance of the New Equity does not qualify for an exemption under Bankruptcy Code section 1145, the New Equity shall be issued in a manner which qualifies for any other available exemption from registration, whether as a private placement under Rule 506 of the Securities Act, Section 4(2) of the Securities Act, and/or the safe harbor provisions promulgated thereunder. F. Treatment of Executory Contracts and Unexpired Leases 1. Assumption of Executory Contracts On the Effective Date, all Executory Contracts identified on the Schedule of Assumed Contracts and Unexpired Leases, attached to the Plan as Exhibit B, shall be deemed assumed by the Reorganized Debtor. The Plan Sponsor may amend the Schedule of Assumed Contracts and Unexpired Leases at any time prior to the Effective Date. Entry of the Confirmation Order shall constitute approval of the assumption of such Executory Contracts under Bankruptcy Code sections 365 and 1123. 2. Rejection of Executory Contracts All Executory Contracts not identified on the Schedule of Assumed Contracts and Unexpired Leases (or assumed by the Debtor previously) shall be deemed rejected on the Effective Date. Entry of the Confirmation Order shall constitute approval of such rejections under Bankruptcy Code sections 365 and 1123. The rejection of any executory contract or unexpired lease, or any part thereof, pursuant to the Plan or otherwise shall not constitute a termination of pre-existing obligations owed to the Debtor under such executory contract or unexpired lease by any counterparty thereto. Notwithstanding any applicable non-bankruptcy law to the contrary, the Debtor and the Distribution Trustee, as applicable, expressly reserve and do not waive any right to receive, or any continuing obligation of a counterparty to provide, warranties, indemnifications, and/or contributions under or in connection with such executory contract or unexpired lease. Notwithstanding the rejection of an Executory Contract, the terms of any confidentiality agreement or covenant not to compete contained therein shall survive and remain in full force and effect for the term thereof. The Debtor will reject prior to the Effective Date, and the Reorganized Debtor will not assume, any employment, severance, bonus, incentive, commission, compensation, or similar agreement or plan, 401k plan or any agreement outside the ordinary course of business with any

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employees, officers, or directors. Any employee handbook shall, immediately upon the Effective Date, be terminated without any action of the Debtor, the Reorganized Debtor, or the Plan Sponsor and shall be deemed rejected as of the Effective Date. On the Effective Date, any and all equity-based incentive plans or stock ownership plans of the Debtor, including all agreements related thereto, entered into before the Effective Date, or other plans, agreements, or documents giving rise to Equity Interests, including the contingent cash components of any such plans, agreements, or documents, shall be immediately terminated without any action of the Debtor, the Reorganized Debtor, or the Plan Sponsor. To the extent such plans, agreements, or documents are considered to be Executory Contracts, such plans, agreements, or documents shall be deemed to be, and shall be treated as though they are, Executory Contracts that are rejected pursuant to Bankruptcy Code section 365 under the Plan. From and after the Effective Date, all warrants, stock options, and other equity awards outstanding or issued at such time, whether included in a warrant, plan, contract, agreement, or otherwise, will have no value, shall be cancelled and extinguished and thus will not entitle any holder thereof to purchase or otherwise acquire any equity interests in the Reorganized Debtor. 3. Procedures Related to Assumption of Executory Contracts a) Establishment of Cure Claim Amounts The Cure Amounts associated with the assumption of the Executory Contracts pursuant to Section 8.1 of the Plan are specified in the Schedule of Assumed Contracts and Unexpired Leases. The Debtor shall serve counterparties to the Executory Contracts with a Notice of (I) Possible Assumption of Contracts and Leases, (II) Fixing of Cure Amounts, and (III) Deadline to Object Thereto (the “Cure Notice”). The Debtor and the Plan Sponsor reserve the right to amend or supplement the Cure Notice. Any Objection to a Cure Notice including (i) an objection to the applicable Cure Amount (a “Cure Objection”) and (ii) an objection to the adequate assurance of future performance (an “Adequate Assurance Objection”) to be provided by the Plan Sponsor on behalf of the Reorganized Debtor must be in writing, filed with the Bankruptcy Court, and served upon (a) the Debtor, (b) counsel to the Debtor, (c) counsel to the Plan Sponsor, and (d) the U.S. Trustee, by the deadline established by the Bankruptcy Court for filing objections to the Plan (the “Objection Deadline”). The objection must set forth the specific default alleged under the applicable Executory Contract and claim a specific monetary amount that differs from the applicable Cure Amount, if any, and/or further information required of the Reorganized Debtor with respect to adequate assurance of future performance. If no Objection to the Cure Amount for an Executory Contract is received by the Objection Deadline, then the assumption of such Executory Contract shall be authorized pursuant to Bankruptcy Code sections 365 and 1123 and the applicable Cure Amount, if any, shall be binding upon the non-Debtor counterparty to such Executory Contract for all purposes and shall constitute a final determination of the Cure Amount required to be paid to such Executory Contract counterparty, and such Executory Contract counterparty shall be deemed to have waived its right to object to, contest, condition, or otherwise restrict the assumption of such Executory Contract (including, without limitation, from asserting any additional cure or other amounts with respect to

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the Executory Contract arising prior to such assumption). Furthermore, upon the assumption of such Executory Contract, the Reorganized Debtor shall enjoy all of the Debtor’s rights and benefits thereunder without the necessity of obtaining any party’s written consent to the Debtor’s assumption of such rights and benefits. b) Objection to Disputed Cure Amounts The Plan Sponsor shall have the right to examine any Cure Objection filed by any party, and shall have the right to object to and contest the Disputed Cure Amount asserted therein. If an objection to a Disputed Cure Amount has not been resolved by the Bankruptcy Court or agreement of the parties by the Effective Date, the Executory Contract related to such Disputed Cure Amount shall be deemed assumed by the Reorganized Debtor effective on the Effective Date; provided, however, the Reorganized Debtor may revoke an assumption of any such Executory Contract within ten (10) days after entry of an order by the Bankruptcy Court adjudicating the objection to the Disputed Cure Amount related to the Executory Contract by filing a notice of such revocation with the Bankruptcy Court and serving a copy on the party(ies) whose Executory Contract is rejected. Any Executory Contract identified in a revocation notice shall be deemed rejected retroactively to the Effective Date. c) Payment of Cure Amounts Within ten (10) Business Days after the Effective Date, the Distribution Trustee shall pay from the Consideration all Cure Amounts related to Executory Contracts listed on the Cure Notice, other than Disputed Cure Amounts. Subject to Section 8.3(b) of the Plan, the Distribution Trustee shall pay all Cure Amounts that are subject to an objection on the later of (i) within ten (10) Business Days after the Effective Date or (ii) within ten (10) Business Days after entry of an order by the Bankruptcy Court resolving the objection or approving an agreement between the parties concerning the Cure Amount. d) No Admission of Liability. Neither the inclusion nor exclusion of any Executory Contract by the Debtor and the Plan Sponsor on the Cure Notice, nor anything contained in the Plan, shall constitute an admission by the Debtor or the Plan Sponsor that any such contract or unexpired lease is in fact an Executory Contract or that the Debtor has any liability thereunder. e) Reservation of Rights. Nothing in the Plan shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims, causes of action, or other rights of the Debtor under any executory or non-executory contract or any unexpired or expired lease, nor shall any provision of the Plan increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtor under any such contract or lease. 4. Rejection Claim Bar Date

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Each Claim resulting from the rejection of an Executory Contract, pursuant to Section 8.2 of the Plan or pursuant to a revocation notice pursuant to Section 8.3(b) of the Plan, shall be filed with the Bankruptcy Court no later than the Rejection Claim Bar Date. Any Claim resulting from the rejection of an Executory Contract not filed by the applicable deadline shall be discharged and forever barred, and shall not be entitled to any Distributions under the Plan. The Distribution Trustee shall have the right to object to any rejection damage Claim. 5. Indemnification Obligations Subject to Section 6.7 of the Plan, any obligation or agreement of the Debtor to indemnify, reimburse, or limit the liability of any Person, including any officer or director of the Debtor, or any agent, professional, financial advisor, or underwriter of any securities issued by the Debtor, relating to any acts or omissions occurring before the Effective Date, whether arising pursuant to charter, bylaws, contract, or applicable state law, shall be deemed to be, and shall be treated as, a General Unsecured Claim and/or Executory Contract and shall be deemed to be rejected, canceled, and discharged pursuant to the Plan as of the Effective Date; provided, however, that such obligations shall constitute a nominal obligation of the Debtor or the Distribution Trustee, as applicable, to the extent necessary to ensure the continued effectiveness of any insurance coverage relating to such claims; and any and all other Claims resulting from the agreements or obligations contemplated by Section 8.5 of the Plan shall be disallowed under section 502(e) of the Bankruptcy Code or other applicable grounds, including section 502(d), or if any court of applicable jurisdiction rules to the contrary, such Claim shall be estimated pursuant to section 502(c) of the Bankruptcy Code in the amount of $0. Notwithstanding the foregoing, in accordance with Section 6.7 of the Plan, nothing contained in Section 8.5 of the Plan shall serve to eliminate, restrict, impair or otherwise reduce any directors and officers or other insurance coverage that would have been available to the Debtor and its directors and officers had such obligations not been rejected, canceled and discharged. G. Provisions Governing Distributions of Property 1. Distributions Procedures Regarding Allowed Claims and Equity Interests a) In General. The Distribution Trustee shall make all Distributions required to be made under the Plan, including Distributions from the Distribution Trust. b) Distributions on Allowed Claims and Equity Interests Only. Distributions shall be made only to the holders of Allowed Claims and Allowed Equity Interests. Unless and until a Disputed Claim becomes an Allowed Claim, the holder of that Disputed Claim shall not receive a Distribution. c) Place and Manner of Payments of Distributions. Except as otherwise specified in the Plan, Distributions shall be made by mailing such Distribution to the Creditor or Interest Holder at the address listed in any proof of claim filed by

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the Creditor or at such other address as such Creditor or Interest Holder shall have specified for payment purposes in a written notice received by the Distribution Trustee at least twenty (20) days before a Distribution Date. If a Creditor or Interest Holder has not filed a proof of claim or sent the Distribution Trustee a written notice of payment address, then the Distribution(s) for such Creditor or Interest Holder will be mailed to the address identified in the Schedules of Assets and Liabilities. The Distribution Trustee shall distribute any Cash by wire, check, or such other method as it deems appropriate under the circumstances. Before receiving any Distributions, all Creditors and Interest Holders, at the request of the Distribution Trustee, must provide written notification of their respective Federal Tax Identification Numbers or Social Security Numbers to the Distribution Trustee; otherwise, the Distribution Trustee may suspend Distributions to any Creditors or Interests Holders who have not provided their Federal Tax Identification Numbers or Social Security Numbers. d) Undeliverable Distributions. If a Distribution made to any Creditor or Interest Holder is returned as undeliverable, the Distribution Trustee shall use reasonable efforts to determine the then current address for such Creditor or Interest Holder. If the Distribution Trustee cannot determine, or is not notified of, a then current address for such Creditor or Interest Holder within six months after the Effective Date, the Distribution reserved for such Creditor or Interest Holder shall be deemed an unclaimed Distribution, and Section Error! Reference source not found.Error! Reference source not found. of the Plan shall be applicable thereto. e) Unclaimed Distributions. If the current address for a Creditor or Interest Holder entitled to a Distribution under the Plan has not been determined or such Creditor or Interest Holder has otherwise not been located within six months after the Effective Date or a Creditor or Interest Holder has not submitted a valid Federal Tax Identification Number or Social Security Number to the Distribution Trustee within three months after the Distribution Trustee made a request therefor or any distribution issued by the Distribution Trustee has not been successfully deposited or cashed within 90 days from the mailing of any Distribution check or issuance of any Distribution wire or ACH, then in each case such Creditor or Interest Holder shall forfeit the Distribution on the Claim or Interest and any amounts to which the Creditor or Interest Holder would have otherwise been entitled shall become available to pay other Allowed Claims and Interests. f) Withholding. The Distribution Trustee may, but shall not be required to, at any time withhold from a Distribution to any Person (except the Internal Revenue Service) amounts sufficient to pay any tax or other charge that has been or may be imposed on such Person with respect to the amount distributable or to be distributed under the income tax laws of the United States or of any state or political subdivision or entity by reason of any Distribution provided for in the Plan, whenever such withholding is determined by the Distribution Trustee (in its sole discretion) to be required by any law, regulation, rule, ruling, directive, or other governmental requirement. The Distribution Trustee, in the exercise of its sole discretion and judgment, may enter into agreements with taxing

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or other authorities for the payment of such amounts that may be withheld in accordance with the provisions of this section. g) Dissolution. i. The Distribution Trustee shall be discharged and Distribution Trust shall be dissolved at such time as all of the Distribution Trust Assets have been distributed pursuant to the Plan and the Distribution Trust Agreement; provided, however, that in no event shall the Distribution Trust be dissolved later than three (3) years from the creation of the Distribution Trust unless the Bankruptcy Court, upon motion within the six-month period prior to the third (3rd) anniversary (or within the six-month period prior to the end of an extension period), determines that a fixed period extension is necessary to facilitate or complete the liquidation of the Distribution Trust Assets. Such extensions in the aggregate shall not exceed three (3) years without a favorable private letter ruling from the Internal Revenue Service or an opinion of counsel satisfactory to the Distribution Trustee that any further extension would not adversely affect the status of the trust as a liquidating trust for United States federal income tax purposes. ii. If at any time the Distribution Trustee determines, in reliance upon such professionals as the Distribution Trustee may retain, that the expense of administering the Distribution Trust so as to make a final distribution to Distribution Trust Beneficiaries is likely to exceed the value of the assets remaining in the Distribution Trust, the Distribution Trustee may (i) reserve any amount necessary to dissolve the Distribution Trust; (ii) donate any balance to a charitable organization (A) described in section 501(c)(3) of the Internal Revenue Code, (B) exempt from United States federal income tax under section 501(a) of the Internal Revenue Code, (C) not a “private foundation,” as defined in section 509(a) of the Internal Revenue Code, and (D) that is unrelated to the Debtor, the Distribution Trustee, or any insider of the Distribution Trustee; and (iii) dissolve the Distribution Trust. 2. Procedures Regarding Distributions from the Distribution Trust Procedures regarding Distributions from the Distribution Trust shall be governed by the Distribution Trust Agreement. H. Procedures for Resolution of Disputed Claims 1. Right to Object to Claims Notwithstanding anything to the contrary herein, subject to the terms and conditions set forth in the Distribution Trust Agreement, and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, except insofar as a Claim is Allowed under the Plan on and after the Effective Date, the Distribution Trustee shall have the authority, but not the obligation, to: (1) file, withdraw, or litigate to judgment objections to and requests for estimation of Claims; (2) settle or compromise any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and (3) administer and adjust the Claims register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. The Distribution Trustee shall succeed to any pending objections to Claims filed by the Debtor prior to the Effective Date, and the Distribution Trustee shall have and retain any and all rights and defenses the Debtor had immediately prior to the

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Effective Date with respect to any Disputed Claim. The Reorganized Debtor shall provide commercially reasonable assistance and cooperation to the Distribution Trustee, at the Distribution Trustee’s cost, in connection with the Distribution Trustee’s prosecution of objections to Claims, including, without limitation, reasonable access to the books and records of the Debtor or the Reorganized Debtor (as the case may be) and other information reasonably requested by the Distribution Trustee to enable the Distribution Trustee to perform its obligations under the Distribution Trust Agreement; provided that the Distribution Trustee will keep all such information confidential and will not disclose any information provided by the Reorganized Debtor without express written consent of the Reorganized Debtor, except as necessary in connection with the objection to any Claim, in which case the Distribution Trust shall first seek and obtain a Court order upon not less than five (5) business days’ notice to the Reorganized Debtor. Further, notwithstanding anything to the contrary, no provision by the Reorganized Debtor of any privileged information to the Distribution Trustee shall result in the waiver of any privilege held by the Reorganized Debtor. The Distribution Trustee will cooperate fully with the Reorganized Debtor in preserving privilege and confidentiality of any information provided by the Reorganized Debtor to the Distribution Trustee. Notwithstanding the foregoing, nothing herein shall impose upon or require the Reorganized Debtor to preserve or maintain the Debtor’s books and records for any purpose beyond twelve months following the Effective Date unless the Distribution Trustee notifies the Reorganized Debtor before that time that the Distribution Trustee has further need to have access to such books and records. 2. Deadline for Objecting to Claims Objections to Claims must be filed with the Bankruptcy Court, and a copy of the objection must be served on the subject Creditor before the expiration of the Claim Objection Deadline (unless such period is further extended by subsequent orders of the Bankruptcy Court); otherwise such Claims shall be deemed Allowed in accordance with section 502 of the Bankruptcy Code. The objection shall notify the Creditor of the deadline for responding to such objection. 3. Right to Request Estimation of Claims Pursuant to section 502(c) of the Bankruptcy Code, each of the Debtor, the Reorganized Debtor, and the Distribution Trustee may request estimation or liquidation of any Disputed Claim that is contingent or unliquidated or any Disputed Claim arising from a right to an equitable remedy or breach of performance. I. Injunctions, Releases, and Discharge 1. Discharge of the Debtor The Plan contains a release of the Debtor which provides: To the fullest extent provided under section 1141(d)(1)(A) and other applicable provisions of the Bankruptcy Code, except as otherwise expressly provided by the Plan or the Confirmation Order, all Distributions under the Plan will be in exchange for, and in full and complete satisfaction, settlement, discharge and release of, all Claims and causes of action, whether known or unknown, including any interest accrued on such Claims from and after the Petition Date, against, liabilities of, Liens on, obligations of, rights against, and

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Equity Interests in, the Debtor or any of its assets or properties, and regardless of whether any property will have been distributed or retained pursuant to the Plan on account of such Claims or Equity Interests. Except as otherwise expressly provided by the Plan or the Confirmation Order, upon the Effective Date, the Debtor and its Estate will be deemed discharged and released under and to the fullest extent provided under section 1141(d)(1)(A) and other applicable provisions of the Bankruptcy Code from any and all Claims and Equity Interests of any kind or nature whatsoever, including, but not limited to, demands and liabilities that arose before the Confirmation Date, and all debts of the kind specified in section 502(g), 502(h), or 502(i) of the Bankruptcy Code. The Confirmation Order shall be a judicial determination of the discharge of all Claims against, and Equity Interests in, the Debtor, subject to the occurrence of the Effective Date. 2. Discharge Injunction The Plan contains a discharge injunction which provides: Except as otherwise expressly provided in the Plan, the discharge and releases set forth in Section Error! Reference source not found. hereof shall also operate as an injunction permanently prohibiting and enjoining the commencement or continuation of any action or the employment of process with respect to, or any act to collect, recover from, or offset (a) any Claim discharged and released in Section Error! Reference source not found. hereof, or (b) any cause of action, whether known or unknown, based on the same subject matter as any Claim discharged and released in Section Error! Reference source not found. hereof; provided, however, that such injunction shall only operate for the benefit of the Debtor and the Reorganized Debtor, their successors and assigns, and their assets, properties, and interests in property. Except as otherwise expressly provided in the Plan, all Persons shall be precluded and forever barred from asserting against the Debtor and the Reorganized Debtor, their successors or assigns, or their assets, properties, or interests in property, any other or further Claims, or any other right to legal or equitable relief, regardless of whether such right can be reduced to a right to payment, based upon any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date, whether or not the facts of or legal bases therefor were known or existed prior to the Effective Date. 3. Exculpation and Limitation of Liability The Plan contains an exculpation in favor of the Debtor and its representatives and professionals with respect to post-petition and pre-Effective Date acts which provides: The Exculpated Parties will neither have nor incur any liability to any entity for any claims or causes of action arising prior to or on the Effective Date for any act taken or omitted to be taken in connection with, or related to formulating, negotiating, preparing, disseminating, implementing, soliciting votes on, administering, confirming, or effecting the consummation of the Restructuring Support Agreement, Plan, the Disclosure Statement, or any other contract, instrument, release, or other agreement or document created or entered into in connection with the Plan or any other act taken or omitted to be taken in connection with or in contemplation of the restructuring of the Debtor, the entry into the Restructuring Support Agreement, the prosecution of the Debtor’s chapter 11 case, the approval of the

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Disclosure Statement, or confirmation or consummation of the Plan, the distribution of property under the Plan or any other related agreement; provided, however, that the foregoing provisions will have no effect on the liability of any entity that results from any such act or omission that is determined in a Final Order of the Bankruptcy Court or other court of competent jurisdiction to have constituted gross negligence or willful misconduct; provided further that the Exculpated Parties shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan and shall retain any defense available under applicable law regarding its entitlement to rely upon the advice of counsel concerning its duties pursuant to, or in connection with, the above referenced documents, actions, or inactions. 4. Releases by the Debtor The Plan contains the Debtor’s release of the Released Parties and each of their affiliates, and the directors, officers, agents, attorneys, accountants, consultants, equity holders, financial advisors, investment bankers, professionals, experts, and employees of any of the foregoing and of the Debtor, each in their respective capacities as such: Notwithstanding anything to the contrary in the Plan or the Confirmation Order, effective as of the Effective Date, for good and valuable consideration provided by each of the Released Parties, the adequacy of which is hereby acknowledged and confirmed, the Debtor will be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever provided a full discharge, waiver and release to the Released Parties (and each such Released Party so released shall be deemed forever released by the Debtor) and their respective properties from any and all claims that the Debtor would have been legally entitled to assert in its own right, on its own behalf, or on behalf of another party, including claims that could have been asserted derivatively on behalf of the Debtor, against the Released Parties arising through the Effective Date (including all claims based on or arising out of facts or circumstances that existed as of or prior to the Effective Date); provided, however, that the foregoing provisions of this release shall not operate to waive or release (i) the rights of the Debtor to enforce the Plan and the contracts, instruments, releases and other agreements or documents delivered under or in connection with the Plan or assumed pursuant to the Plan or assumed pursuant to final order of the Bankruptcy Court; and/or (ii) any defenses against a third party. The foregoing release shall be effective as of the Effective Date without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person, and the Confirmation Order will permanently enjoin the commencement or prosecution by any Person, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, or liabilities released pursuant to this release. 5. Releases by Third Parties The Plan also contains a release by third parties, including Creditors, in favor of the Released Parties and each of their affiliates, and the directors, officers, agents, attorneys,

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accountants, consultants, equity holders, financial advisors, investment bankers, professionals, experts, and employees of any of the foregoing, each in their respective capacities as such: To the extent allowed by applicable law, on, and as of, the Effective Date and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Released Parties shall be forever released from any and all claims, obligations, actions, suits, rights, debts, accounts, causes of action, remedies, avoidance actions, agreements, promises, damages, judgments, demands, defenses, or claims in respect of equitable subordination, and liabilities throughout the world under any law or court ruling through the Effective Date (including all claims based on or arising out of facts or circumstances that existed as of or prior to the Effective Date, including claims based on negligence or strict liability, and further including any derivative claims asserted on behalf of the Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtor, its Estate, or the Reorganized Debtor would have been legally entitled by applicable law to assert in its own right, whether individually or collectively) which Creditors or other Persons receiving or who are entitled to receive Distributions under the Plan may have against any of the Released Parties in any way related to the Chapter 11 Case or the Debtor (or its predecessors); provided, however, that the foregoing release of the Released Parties (other than the Debtor) is granted only by (a) Creditors and Interest Holders who are unimpaired and (b) the Releasing Parties; provided, further, however, that the release provided in this Section Error! Reference source not found. shall not extend to any claims by any Governmental Unit with respect to criminal liability under applicable law, willful misconduct or bad faith under applicable law, or ultra vires acts under applicable law. The Debtor believes that the releases provided in the Plan are appropriate for several reasons: (1) the Plan has been accepted by the Prepetition Secured Lender, while all creditors other than the Prepetition Secured Lender are being paid in full and are unimpaired under the Plan (thus, not entitled to vote), and the holder of Other Equity Interests is receiving a meaningful recovery under the Plan; (2) certain Released Parties have made substantial contributions in exchange for the releases provided for their benefit under the Plan; (3) certain Released Parties share an identity of interest in the common goal of confirmation of the Plan; and (4) the Debtor believes that the releases provided in the Plan are of little or no value to its estate as the Debtor does not believe that any claims exist against any Released Party. The ESW Parties and GlassBridge, in particular, as parties to the RSA, have provided valuable consideration in exchange for their releases under the Plan. In particular, ESW Holdings is serving as the Plan Sponsor and is funding the Chapter 11 Case, which allows all creditors other than the Prepetition Secured Lender to have their claims paid in full and the holders of the Other Equity Interests to receive a meaningful recovery. ESW Holdings, in its capacity as the Prepetition Secured Lender, also has agreed to permit the Debtor to utilize its Cash Collateral and to provide the DIP Facility, in order to facilitate the Restructuring Transaction (as defined in the Restructuring Support Agreement). Moreover, the releases being provided by GlassBridge and the ESW Parties are being provided consensually. In particular, GlassBridge and the ESW Parties have agreed to provide the third-party releases through their execution of the Restructuring Support Agreement.

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J. Conditions to Confirmation and Effectiveness 1. Conditions to Confirmation The Confirmation Order will not be effective unless (a) the Confirmation Order shall be in form and substance acceptable to the Debtor and the Plan Sponsor, each in its reasonable discretion, and acceptable to the Prepetition Secured Lender in its reasonable discretion; (b) the final version of the Plan, Plan Supplement, and any other documents, or schedules thereto, shall have been filed in form and substance acceptable to the Debtor and the Plan Sponsor, each in its reasonable discretion, and acceptable to the Prepetition Secured Lender in its reasonable discretion; (c) no breach or failure to comply with the terms of the Cash Collateral/DIP Order, the Restructuring Support Agreement, the Plan, or any other material order of the Bankruptcy Court shall have occurred and be continuing; (d) the Debtor has not caused or permitted to occur the sale, disposal or other transfer of the Debtor’s material assets, including without limitation any of its interests or rights in any intellectual property or software assets (including, without limitation, any proprietary quantitative trading software or software code or any other component thereof) or take any action in support of, or to cause, any of the foregoing, in each case without the express written consent of the ESW Parties in their sole discretion; and (e) the Confirmation Order shall provide for (i) the Preferred Equity Interest Holder and the Prepetition Secured Lender to acquire the New Equity, free and clear of all Liens, Claims, Equity Interests, and encumbrances of any kind, except as otherwise provided in the Plan, and (ii) GlassBridge to acquire the IP Grant. 2. Conditions to Effectiveness The Plan will not be effective unless (a) the conditions to confirmation in Sections 13.1(a) and (b) have been either satisfied or waived; (b) the Confirmation Order has become a Final Order; (c) no breach or failure to comply with the terms of the Cash Collateral/DIP Order, the Restructuring Support Agreement, the Plan, the Confirmation Order, or any other material order of the Bankruptcy Court shall have occurred and be continuing; (d) the Debtor has not caused or permitted to occur the sale, disposal or other transfer of the Debtor’s material assets, including without limitation any of its interests or rights in any intellectual property or software assets (including, without limitation, any proprietary quantitative trading software or software code or any other component thereof) or take any action in support of, or to cause, any of the foregoing, in each case without the express written consent of the ESW Parties in their sole discretion; (e) the Preferred Equity Interest Holder and the Prepetition Secured Lender shall acquire the New Equity, free and clear of all Liens, Claims, Equity Interests, and encumbrances of any kind, except as otherwise provided in the Plan; (f) GlassBridge shall acquire the IP Grant; and (g) the Debtor has not caused, or as to Insiders, permitted to occur, from and after the Petition Date, (i) a Material Adverse Change with respect to the Debtor’s Intellectual Property or (ii) an “ownership change” as such term is used in section 382 of title 26 of the United States Code. The conditions to effectiveness set forth in the Subsection Error! Reference source not found. to the Plan may be waived with the consent of the Plan Sponsor. K. Modification, Revocation, or Withdrawal of the Plan 1. Defects, Omissions, and Amendments of the Plan

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The Debtor may, with the consent of the Plan Sponsor and the approval of the Bankruptcy Court and without notice to holders of Claims and Equity Interests, insofar as it does not materially and adversely affect holders of Claims and Equity Interests, correct any defect, omission, or inconsistency in the Plan in such a manner and to such extent necessary or desirable to expedite the execution of the Plan. The Debtor may, with the consent of the Plan Sponsor, propose amendments or alterations to the Plan before the Confirmation Hearing as provided in section 1127 of the Bankruptcy Code if, in the opinion of the Bankruptcy Court, the modification does not materially and adversely affect the interests of holders of Claims and Equity Interests, so long as the Plan, as modified, complies with sections 1122 and 1123 of the Bankruptcy Code and the Debtor has complied with section 1125 of the Bankruptcy Code. The Debtor may, with the consent of the Plan Sponsor, propose amendments or alterations to the Plan after the Confirmation Date but prior to substantial consummation, in a manner that, in the opinion of the Bankruptcy Court, do not materially and adversely affect holders of Claims and Equity Interests, so long as the Plan, as modified, complies with sections 1122 and 1123 of the Bankruptcy Code, the Debtor has complied with section 1125 of the Bankruptcy Code, and after notice and a hearing, the Bankruptcy Court confirms such Plan, as modified, under section 1129 of the Bankruptcy Code. 2. Withdrawal of the Plan The Debtor reserves the right to withdraw the Plan, provided that the Plan Sponsor consents, at any time prior to the Confirmation Date. If the Debtor withdraws the Plan prior to the Confirmation Date, or if the Confirmation Date does not occur by June 11, 2021, unless otherwise extended by mutual agreement of the Debtor and the Plan Sponsor, or the Effective Date does not occur by June 14, 2021, unless otherwise extended by mutual agreement of the Debtor and the Plan Sponsor, then the Plan shall be deemed null and void. In such event, nothing contained in the Plan shall be deemed to constitute an admission, waiver, or release of any claims by or against the Debtor or any other Person, or to prejudice in any manner the rights of the Debtor, the Debtor’s Estate, or any Person in any further proceedings involving the Debtor. Notwithstanding the foregoing, Section Error! Reference source not found. of the Plan shall be subject in all respects to the Restructuring Support Agreement. In the event of an ESW Termination Event (as defined in the Restructuring Support Agreement), the Plan Sponsor shall not be required to continue to act as plan sponsor under the Plan. L. Retention of Jurisdiction 1. Bankruptcy Court Jurisdiction Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain and have such jurisdiction over the Chapter 11 Case to the maximum extent as is legally permissible, including, without limitation, for the following purposes: (a) To allow, disallow, determine, liquidate, classify or establish the priority or secured or unsecured status of or estimate any Claim or Equity Interest, including, without limitation, the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of Claims or Equity Interests;

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(b) To ensure that Distributions to holders of Allowed Claims and Equity Interests are accomplished pursuant to the provisions of the Plan and the Distribution Trust Agreement; (c) To determine any and all applications or motions pending before the Bankruptcy Court on the Effective Date of the Plan, including without limitation any motions for the rejection, assumption or assumption and assignment of any Executory Contract; (d) To consider and approve any modification of the Plan, remedy any defect or omission, or reconcile any inconsistency in the Plan, or any order of the Bankruptcy Court, including the Confirmation Order; (e) To determine all controversies, suits and disputes that may arise in connection with the interpretation, enforcement or consummation of the Plan or any Plan Documents or any entity’s obligations in connection with the Plan or any Plan Documents, or to defend any of the rights, benefits, Estate Property transferred, created, or otherwise provided or confirmed by the Plan or the Confirmation Order or to recover damages or other relief for violations thereof; (f) To consider and act on the compromise and settlement of any claim or cause of action by or against the Debtor, the Estate, the Reorganized Debtor or the Distribution Trustee; (g) To decide or resolve any and all applications, motions, adversary proceedings, contested or litigated matters, and any other matters, or grant or deny any applications involving the Debtor, or the Estate that may be pending on the Effective Date or that may be brought by the Debtor, the Reorganized Debtor, or the Distribution Trustee (as applicable), or any other related proceedings by the Reorganized Debtor, and to enter and enforce any default judgment on any of the foregoing; (h) To decide or resolve any and all Professional Compensation Claims; (i) To issue orders in aid of execution and implementation of the Plan or any Plan Documents to the extent authorized by section 1142 of the Bankruptcy Code or provided by the terms of the Plan; (j) To decide issues concerning the federal or state tax liability of the Debtor which may arise in connection with the confirmation or consummation of the Plan or any Plan Documents; (k) To interpret and enforce any orders entered by the Bankruptcy Court in the Chapter 11 Case; and (l) To enter an order closing this Chapter 11 Case when all matters contemplating the use of such retained jurisdiction have been resolved and satisfied. 2. Limitations on Jurisdiction

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In no event shall the provisions of the Plan be deemed to confer in the Bankruptcy Court jurisdiction greater than that established by the provisions of 28 U.S.C. §§ 157 and 1334, as well as the applicable circumstances that continue jurisdiction for defense and enforcement of the Plan and Plan Documents. For the avoidance of doubt, however, such jurisdiction shall be deemed, by the entry of the Confirmation Order, to: (a) Permit entry of a final judgment by the Bankruptcy Court in any core proceeding referenced in 28 U.S.C. § 157(b) and to hear and resolve such proceedings in accordance with 28 U.S.C. § 157(c) and any and all related proceedings, including, without limitation, (i) all proceedings concerning disputes with, or Rights of Action or Claims against, any Person that the Debtor, the Estate, the Distribution Trust or the Reorganized Debtor or any of their successors or assigns, may have, and (ii) any and all Rights of Action or other Claims against any Person for harm to or with respect to (x) any Estate Property, including any infringement of Intellectual Property or conversion of Estate Property, or (y) any Estate Property liened or transferred by the Debtor to any other Person; (b) Include jurisdiction over the recovery of any Estate Property (or property transferred by the Debtor with Bankruptcy Court approval) from any Person wrongly asserting ownership, possession or control of the same, whether pursuant to sections 542, 543, 549, 550 of the Bankruptcy Code or otherwise, as well as to punish any violation of the automatic stay under section 362 of the Bankruptcy Code or any other legal rights of the Debtor or the Estate under or related to the Bankruptcy Code; and (c) Permit the taking of any default judgment against any Person who has submitted himself or herself to the jurisdiction of the Bankruptcy Court. V. RISK FACTORS A. Risks Related to Bankruptcy 1. Parties May Object to the Plan’s Classification of Claims and Equity Interests Bankruptcy Code Section 1122 provides that a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests in such class. The Debtor believes that the classification of the Claims and Equity Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtor created Classes of Claims and Equity Interests, each encompassing Claims or Equity Interests, as applicable, that are substantially similar to the other Claims or Equity Interests in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion. 2. The Debtor May Not Be Able to Obtain Confirmation of the Plan With regard to any proposed plan of reorganization, the Bankruptcy Court might not confirm the Plan as proposed if the Bankruptcy Court finds that any of the statutory requirements for confirmation under Bankruptcy Code section 1129 have not been met. The Conditions Precedent to the Effective Date of the Plan May Not Occur

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As more fully set forth in the Plan, the Effective Date is subject to certain conditions precedent. If such conditions precedent are not met or waived, the Effective Date will not occur. 3. Allowed Claims May Exceed Estimates The projected distributions set forth in this Disclosure Statement are based upon, among other things, good faith estimates of the total amounts of Claims that will ultimately be Allowed. The actual amount of Allowed Claims, including Administrative Claims, could be materially greater than anticipated, which would impact the distributions to be made to the holder of Other Equity Interests. B. Risks Related to Financial Information The financial information contained in this Disclosure Statement has not been audited. In preparing this Disclosure Statement, the Debtor relied on financial data derived from the Debtor’s books and records that was available at the time of such preparation. Although the Debtor has used reasonable efforts to assure the accuracy of the financial information provided in this Disclosure Statement, the Debtor is unable to warrant or represent that the financial information contained in the Plan and attached hereto is without inaccuracies. VI. CONFIRMATION OF THE PLAN A. The Confirmation Hearing Bankruptcy Code section 1128(a) requires the Bankruptcy Court, after notice, to hold a hearing on Confirmation of the Plan. Bankruptcy Code Section 1128(b) provides that any party in interest may object to Confirmation of the Plan. The Bankruptcy Court has scheduled the Confirmation Hearing to commence on [ ], 2021 at [ ] [ ].m. (Eastern Time), before the Honorable [ ], United States Bankruptcy Judge, United States Bankruptcy Court for the District of Delaware, 824 North Market Street, [ ]th Floor, Courtroom [ ], Wilmington, Delaware 19801. The Confirmation Hearing may be adjourned from time to time without further notice except for an announcement of the adjourned date made at the Confirmation Hearing or any adjournment thereof. Objections to Confirmation of the Plan must be filed and served by no later than [ ], 2021 at 4:00 p.m. (Eastern Time). Unless objections to Confirmation of the Plan are timely served and filed in compliance with the Disclosure Statement Order, they may not be considered by the Bankruptcy Court. B. Requirements for Confirmation of the Plan Among the requirements for the Confirmation of the Plan is that the Plan (i) is accepted by all impaired Classes of Claims or Equity Interests, or, if rejected by an impaired Class of Claims or Equity Interests, that the Plan “does not discriminate unfairly” and is “fair and equitable” as to such impaired Class of Claims or Equity Interests; (ii) is feasible; and (iii) is in the “best interests” of Holders of Claims or Equity Interests.

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At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies the requirements of Bankruptcy Code section 1129. The Debtor believes that: (i) the Plan satisfies or will satisfy all of the necessary statutory requirements of chapter 11 of the Bankruptcy Code; (ii) the Debtor has complied or will have complied with all of the necessary requirements of chapter 11 of the Bankruptcy Code; and (iii) the Plan has been proposed in good faith. Specifically, in addition to other applicable requirements, the Debtor believes that the Plan satisfies or will satisfy the following applicable Confirmation requirements of Bankruptcy Code section 1129:  The Plan complies with the applicable provisions of the Bankruptcy Code.  The Debtor, as a plan proponent, has complied with the applicable provisions of the Bankruptcy Code.  The Plan has been proposed in good faith and not by any means forbidden by law.  Any payment made or promised under the Plan for services or for costs and expenses in, or in connection with, the Chapter 11 Case, or in connection with the Plan and incident to the Chapter 11 Case, has been disclosed to the Bankruptcy Court, and any such payment: (1) made before the Confirmation of the Plan is reasonable; or (2) is subject to the approval of the Bankruptcy Court as reasonable, if it is to be fixed after Confirmation of the Plan.  Either each holder of a Claim or Equity Interest in an impaired Class has accepted the Plan, or will receive or retain under the Plan on account of such Claim or Equity Interest property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would receive or retain if the Debtor were liquidated on the Effective Date of the Plan under chapter 7 of the Bankruptcy Code.  Each Class of Claims that is entitled to vote on the Plan will have accepted the Plan.  Except to the extent a different treatment is agreed to, the Plan provides that all Administrative Claims and Allowed Priority Tax Claims will be paid in full on the Effective Date, or as soon thereafter as is reasonably practicable.  At least one Class of impaired Claims will have accepted the Plan, determined without including any acceptance of the Plan by any insider holding a Claim in that Class.  Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtor or any successors thereto.  All accrued and unpaid fees of the type described in 28 U.S.C. § 1930, including the fees of the U.S. Trustee, will be paid as of the Effective Date.

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C. Best Interests of Creditors / Liquidation Analysis Often called the “best interests of creditors” test, Bankruptcy Code section 1129(a)(7) requires that a Bankruptcy Court find, as a condition to confirmation of a chapter 11 plan, that the plan provides, with respect to each impaired class, that each holder of a claim or an interest in such class either (i) has accepted the plan or (ii) will receive or retain under the plan property of a value that is not less than the amount that such holder would receive or retain if the debtor liquidated under chapter 7 on the Effective Date. To make these findings, the Bankruptcy Court must: (a) estimate the cash liquidation proceeds that a chapter 7 trustee would generate if the Chapter 11 Case was converted to a chapter 7 case on the Effective Date and the assets of the Debtor’s Estate were liquidated; (b) determine the liquidation distribution that each non-accepting holder of a Claim or an Equity Interest would receive from such liquidation proceeds under the priority scheme dictated in chapter 7; and (c) compare the holder’s liquidation distribution to the distribution under the Plan that the holder would receive if the Plan were confirmed and consummated. As demonstrated by the liquidation analysis attached hereto as Exhibit B, holders of General Unsecured Claims and Other Equity Interests will receive substantially greater value as of the Effective Date under the Plan than such holders would receive in a chapter 7 liquidation. In a chapter 7 liquidation, there is a material risk that the holders of General Unsecured Claims and Other Equity Interests would receive no recovery whatsoever, since the Prepetition Secured Lender would be entitled to substantially all property of the Debtor’s estate. D. Feasibility Bankruptcy Code Section 1129(a)(11) requires that confirmation of the plan 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 (unless such liquidation or reorganization is proposed in the plan). To determine whether the Plan meets this feasibility requirement, the Debtor and Plan Sponsor have analyzed the ability of the Reorganized Debtor to meet its obligations under the Plan. Further, the Debtor and Plan Sponsor believe that the Reorganized Debtor will be viable following the Effective Date, and that the Plan therefore meets the feasibility requirements of the Bankruptcy Code. The Debtor shall present further information and evidence regarding feasibility as may be necessary in connection with confirmation of the Plan. In any event, the Plan contemplates the funding of all Consideration by the Plan Sponsor on the Effective Date, and therefore creditor recoveries are not impacted by the Reorganized Debtor’s post-Effective Date feasibility. E. Acceptance by Impaired Classes The Bankruptcy Code requires, as a condition to confirmation that, except as described in the following section, each class of claims or interests that is impaired under a plan accept the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such class is not required. A class is “impaired” unless a plan: (a) leaves unaltered the legal, equitable, and contractual rights to which the claim or the interest entitles the holder of such claim or interest; or (b) cures any default, reinstates the original terms of such obligation, compensates the holder for certain

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damages or losses, as applicable, and does not otherwise alter the legal, equitable, or contractual rights to which such claim or interest entitles the holder of such claim or interest. Bankruptcy Code Section 1126(c) defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in number of allowed claims in that class, counting only those claims that actually voted to accept or reject the plan. Thus, a Class of impaired Claims will have voted to accept the Plan only if two-thirds in amount and a majority in number actually voting cast their Ballots in favor of acceptance. Bankruptcy Code section 1126(d) defines acceptance of a plan by a class of interests as acceptance by holders of such interests, other than any entity designated under subsection Bankruptcy Code section 1126(e), that hold at least two-thirds in amount of the allowed interests of such class held by holders of such interests, other than any entity designated under Bankruptcy Code section 1126(e), that have accepted or rejected such plan. F. Confirmation Without Acceptance by All Impaired Classes Bankruptcy Code Section 1129(b) allows a Bankruptcy Court to confirm a plan even if all impaired classes have not accepted it, provided that the plan has been accepted by at least one impaired class of claims, determined without including the acceptance of the plan by any insider. Notwithstanding an impaired class’s rejection or deemed rejection of the plan, such plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as “cramdown,” so long as the plan does not “discriminate unfairly” (as discussed below) and is “fair and equitable” (as discussed below) with respect to each class of claims or interests that is impaired under, and has not accepted, the plan. To the extent that any impaired Class rejects the Plan or is deemed to have rejected the Plan, to the extent applicable, the Debtor shall request Confirmation of the Plan under Bankruptcy Code section 1129(b). The Debtor reserves the right to alter, amend, modify, revoke, or withdraw the Plan, the Plan Supplement, or any schedule or exhibit, including to amend or modify it to satisfy the requirements of Bankruptcy Code section 1129(b), if necessary, subject to the written approval of the Plan Sponsor. However, in this Chapter 11 Case, all impaired Classes entitled to vote on the Plan (Classes 1, 5, and 6) have casted ballots to accept the Plan, pursuant to the Restructuring Support Agreement. Therefore, the Debtor does not believe Confirmation under section 1129(b) will be necessary. 1. No Unfair Discrimination The “unfair discrimination” test applies to classes of claims or interests that reject or are deemed to have rejected a plan and that are of equal priority with another class of claims or interests that is receiving different treatment under such plan. The test does not require that the treatment of such classes of claims or interests be the same or equivalent, but that such treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly, and, accordingly, a plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class. The Debtor submits that if the Debtor “crams down” the Plan

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pursuant to Bankruptcy Code section 1129(b), the Plan is structured such that it does not “discriminate unfairly” against any rejecting Class. 2. Fair and Equitable Test The “fair and equitable” test applies to classes that reject or are deemed to have rejected a plan and are of different priority and status vis-à-vis another class (e.g., secured versus unsecured claims, or unsecured claims versus equity interests), and includes the general requirement that no class of claims receive more than 100% of the amount of the allowed claims in such class, including interest. As to the rejecting class, the test sets different standards depending upon the type of claims or interests in such rejecting class. The Debtor submits that if the Debtor “crams down” the Plan pursuant to Bankruptcy Code section 1129(b), the Plan is structured such that the applicable “fair and equitable” standards are met. VII. TAX CONSEQUENCES OF THE PLAN THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTOR SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

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VIII. RECOMMENDATION The Debtor believes that confirmation and consummation of the Plan is in the best interests of the Debtor, its Estate and its creditors and equity holders. The Plan provides for an equitable distribution to creditors and equity holders. Moreover, the Debtor believes that any alternative to confirmation of the Plan, such as liquidation under chapter 7 of the Bankruptcy Code, could result in significant delay, litigation, and additional costs, as well as a material reduction in the distributions to holders of Claims and Equity Interests. Dated: April 21, 2021 Daniel Strauss President Adara Enterprises Corp.

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EXHIBIT A Plan of Reorganization

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EXHIBIT B Liquidation Analysis

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Assets: Notes: Bank Accounts $128,313.00 Quantitative Trading Software $2,000,000.00 *Estimate based on purchase price of $1.75 million paid by Debtor for software. Total Assets $2,128,313.00 Less: Secured Indebtedness -$12,717,604.00 Less: Chapter 7 Trustee Fees and Expenses -$100,000.00 *Estimate based on need to market and sell software and make distributions. Balance Available for Priority and Administrative Claim $0.00Balance Available for Unsecured Claims $0.00

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