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Full title: Declaration in Support Supplemental Declaration of Daniel B. Besikof in Support of Application to Employ and Retain Loeb & Loeb LLP as Counsel to Debtor and Debtor in Possession, Effective as of the Petition Date (related document(s)17, 39) Filed by Adara Enterprises Corp.. (Gellert, Ronald) (Entered: 05/13/2021)

Document posted on May 12, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

I am a partner of the firm of Loeb & Loeb LLP (“Loeb”), which maintains offices for the practice of law at 345 Park Avenue, New York, New York.On April 22, 2021 (the “Petition Date”), Adara Enterprises Corp., the above-captioned debtor and debtor in possession (the “Debtor” or “Adara”) filed the Application Pursuant to Bankruptcy Code Sections 327(a), 328, 330, and 1107 for Order Authorizing the Employment and Retention of Loeb & Loeb LLP as Counsel to the Debtor, Effective as of the Petition Date [Docket No. 17] (the “Loeb Retention Application”),2 seeking to employ and retain Loeb as counsel.I submitted the Declaration of Daniel B. Besikof in Support of Application to Employ and Retain Loeb & Loeb LLP as Counsel to Debtor and Debtor in Possession as of Effective Date (the “Initial Declaration”) in support of the Loeb Retention Application.Subsequent to filing the Loeb Retention Application, Loeb conducted an additional search using its Conflict Procedures to determine whether it represents or has previously represented any entities affiliated with George Hall, a minority shareholder of the Debtor’s parent company, GlassBridge Enterprises, Inc. (“GlassBridge”).For the reasons set forth in the Initial Declaration and in this Supplemental Declaration, I believe Loeb is eligible for employment and retention by the Debtor pursuant to sections 327(a), 330 and 1107(b) of the Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ADARA ENTERPRISES CORP.,1 Case No. 21-10736 (JKS) Debtor. RE: D.I. 17 & 39 SUPPLEMENTAL DECLARATION OF DANIEL B. BESIKOF IN SUPPORT OF APPLICATION TO EMPLOY AND RETAIN LOEB & LOEB LLP AS COUNSEL TO DEBTOR AND DEBTOR IN POSSESSION, EFFECTIVE AS OF THE PETITION DATE I, Daniel B. Besikof, declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury as follows: 1. I am a partner of the firm of Loeb & Loeb LLP (“Loeb”), which maintains offices for the practice of law at 345 Park Avenue, New York, New York. I am an attorney-at-law, duly admitted in the State of New York. On April 22, 2021 (the “Petition Date”), Adara Enterprises Corp., the above-captioned debtor and debtor in possession (the “Debtor” or “Adara”) filed the Application Pursuant to Bankruptcy Code Sections 327(a), 328, 330, and 1107 for Order Authorizing the Employment and Retention of Loeb & Loeb LLP as Counsel to the Debtor, Effective as of the Petition Date [Docket No. 17] (the “Loeb Retention Application”),2 seeking to employ and retain Loeb as counsel. I submitted the Declaration of Daniel B. Besikof in Support of Application to Employ and Retain Loeb & Loeb LLP as Counsel to Debtor and Debtor in Possession as of Effective Date (the “Initial Declaration”) in support of the Loeb Retention Application. I submit this Declaration to provide additional disclosures in further support of 1 The last four digits of the Debtor’s federal tax identification number are 8502. The Debtor’s address is 411 E 57th Street Suite 1-A, New York, New York 10022. 2 Capitalized terms used but not defined herein shall have the meaning set forth in the Loeb Retention Application.

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Loeb’s retention as counsel to the Debtor (this “Supplemental Declaration”). Except as otherwise noted, I have personal knowledge of the matters set forth herein. 2. In connection with its Conflicts Procedures, Loeb regularly identifies individuals that are affiliated with entities that it may be adverse to or represent. These individuals include, where known, officers, directors, founders, principals, and majority and substantial minority owners. Loeb then catalogues those individuals as being affiliated with such entities. 3. Subsequent to filing the Loeb Retention Application, Loeb conducted an additional search using its Conflict Procedures to determine whether it represents or has previously represented any entities affiliated with George Hall, a minority shareholder of the Debtor’s parent company, GlassBridge Enterprises, Inc. (“GlassBridge”). The results of that search confirmed that Loeb does not, and has not ever, represented Mr. Hall or any known affiliates of Mr. Hall, other than GlassBridge, which, as set forth in the Initial Declaration, is a client of Loeb’s on matters unrelated to the Debtor’s chapter 11 case.3 Prior to the Petition Date, Loeb represented both GlassBridge and Adara in connection with the transactions with Orix and the ESW Parties, which are more fully described in the First Day Declaration of Daniel Strauss [D.I. 5]. 4. Subsequent to the Petition Date, Loeb also conducted an additional search utilizing its Conflict Procedures to determine whether it represents or has previously represented Joseph Liemandt or any affiliates of Mr. Liemandt. Mr. Liemandt is the founder and principal of ESW Holdings, Inc., the Debtor’s prepetition secured lender and also the sponsor of the Debtor’s proposed Plan that was filed on the Petition Date. The results of that search confirmed that Loeb does not, and has not ever, represented Mr. Liemandt or any known affiliates of Mr. Liemandt. 3 GlassBridge is represented by separate counsel, The Rosner Law Group, in this case.

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5. On February 17, 2021, Loeb was paid a retainer of $200,000 on behalf of the Debtor for services rendered on the Debtor’s behalf in the approximately two months that Loeb was retained prior to the Petition Date. Adara borrowed the retainer amount from GlassBridge and the retainer was advanced directly from GlassBridge to Loeb on Adara’s behalf. As of the date of the Initial Declaration, I believed that Loeb had exhausted the full amount of its retainer by applying that retainer prior to the Petition Date against fees incurred after Loeb’s receipt of such retainer. However, upon further investigation, it appears that Loeb inadvertently applied a portion of the retainer against fees for work completed prior to receipt of the retainer, which Loeb had intended to write off. In order to remedy this error and to ensure that no amounts were paid by the Debtor to Loeb on account of an antecedent debt in the 90 days prior to the Petition Date, Loeb wrote off those amounts and credited them back to the Debtor’s retainer. As a result, Loeb currently holds a retainer of $22,677.16. A spreadsheet detailing transfers received by Loeb from the Debtor during the ninety (90) days prior to the Petition Date is attached as Exhibit A. 6. Separately, prior to the Petition Date, Loeb held $8,425.00 from an overpayment from an invoice issued in 2020 for work completed on behalf of Adara. Loeb intends to refund the overpayment to the Debtor in cash. 7. For the reasons set forth in the Initial Declaration and in this Supplemental Declaration, I believe Loeb is eligible for employment and retention by the Debtor pursuant to sections 327(a), 330 and 1107(b) of the Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules. Dated: May 13, 2021 By: /s/ Daniel B. Besikof Daniel Besikof

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EXHIBIT A

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Billed and Paid Period: Matter Inception to May 6, 2021 Invoice Invoice Payment/ Payment/ Invoice No. Date Amount Dates of Service Draw Date Applied AmountRetainer Payment 2/17/2021 $200,000.00 Payment Total $200,000.00 1943173 4/7/2021 $92,382.25 February 18, 2021 - March 31, 2021 3/12/2021 ($92,382.25)Invoice Total $92,382.25 ($92,382.25) 1945932 4/21/2021 $93,365.59 April 1, 2021 - April 20, 2021 3/12/2021 ($84,940.59)Invoice Total $93,365.59 ($84,940.59) Grand Total $185,747.84 ($177,322.84) Remaining Retainer $22,677.16

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