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Full title: Certification of Counsel Regarding Final Order (I) Authorizing the Debtor to Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Party; (III) Authorizing Unsecured Debtor in Possession Financing; and (IV) Granting Related Relief (related document(s)6, 32, 74) Filed by Adara Enterprises Corp.. (Attachments: # 1 Exhibit A # 2 Exhibit B) (Gellert, Ronald) (Entered: 05/19/2021)

Document posted on May 18, 2021 in the bankruptcy, 3 pages and 0 tables.

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In re: Chapter 11 ADARA ENTERPRISES CORP., Case No. 21-10736 (JKS) Debtor. 1 Re: D.I. 6, 32 & 74 CERTIFICATION OF COUNSEL REGARDING FINAL ORDER (I) AUTHORIZING THE DEBTOR TO UTILIZE CASH COLLATERAL; (II)On April 22, 2021, the Debtor filed the motion (the “Motion”)2 of Adara Enterprises Corp., the above-captioned debtor and debtor in possession (the “Debtor”), in this chapter 11 case (the “Chapter 11 Case”) for entry of an interim order (the “Interim Order”) and a final order (this “Final Order” and together with the Interim Order, the “Orders”), pursuant to sections 105(a), 361, 362, 363, 364, 503 and 507 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), rules 2002, 4001, 6003, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and rules 2002-1(b), 4001-2 and 9013-1(m) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”).No objections were received by the Objection Deadline, however, on May 13, 2021, the Debtor filed a Notice of Revised Proposed Final Order on the Motion [D.I. 74] (the “Notice of Revised Final Order”).The Notice of Revised Final Order provided May 19, 2021 at 12:00 p.m. as the deadline by which objections to the Revised Final Order must be filed.The Debtor has amended the proposed Revised Final Order in accordance with the UST’s comments.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ADARA ENTERPRISES CORP., Case No. 21-10736 (JKS) Debtor. 1 Re: D.I. 6, 32 & 74 CERTIFICATION OF COUNSEL REGARDING FINAL ORDER (I) AUTHORIZING THE DEBTOR TO UTILIZE CASH COLLATERAL; (II) GRANTING ADEQUATE PROTECTION TO THE PREPETITION SECURED PARTY; (III) AUTHORIZING UNSECURED DEBTOR IN POSSESSION FINANCING; AND (IV) GRANTING RELATED RELIEF I, Ronald S. Gellert, Esq., of Gellert Scali Busenkell & Brown, LLC, proposed counsel to the above captioned debtor and debtor-in-possession (the “Debtor”) hereby certify as follows: 1. On April 22, 2021, the Debtor filed the motion (the “Motion”)2 of Adara Enterprises Corp., the above-captioned debtor and debtor in possession (the “Debtor”), in this chapter 11 case (the “Chapter 11 Case”) for entry of an interim order (the “Interim Order”) and a final order (this “Final Order” and together with the Interim Order, the “Orders”), pursuant to sections 105(a), 361, 362, 363, 364, 503 and 507 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), rules 2002, 4001, 6003, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and rules 2002-1(b), 4001-2 and 9013-1(m) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”). 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. 2 Capitalized terms not defined herein are used as defined in the Motion.

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2. On April 26, 2021, this Court entered the Interim Order and scheduled May 11, 2021 as the final hearing on the Motion. Thereafter the hearing on the Final Order was adjourned to May 20, 2021. 3. Pursuant to the Notice filed on April 26, 2021 [D.I. 34], the deadline to object or otherwise comment on the final entry of an order approving the Motion was set for May 4, 2021 at 4:00 pm (ET) (the “Objection Deadline”). 4. No objections were received by the Objection Deadline, however, on May 13, 2021, the Debtor filed a Notice of Revised Proposed Final Order on the Motion [D.I. 74] (the “Notice of Revised Final Order”). 5. The Notice of Revised Final Order provided May 19, 2021 at 12:00 p.m. as the deadline by which objections to the Revised Final Order must be filed. 6. No objections were filed or received by the Debtor.3 7. In the interim, the Office of the United States Trustee (the “UST”) contacted the Debtor to address some concerns regarding the transaction and the proposed form of Revised Final Order. 8. The Debtor has amended the proposed Revised Final Order in accordance with the UST’s comments. 9. A copy of the further revised proposed order (the “Further Revised Final Proposed Order”) is attached hereto as Exhibit A. A blackline of the Further Revised Final Proposed Order marked against the version filed with the court is attached hereto as Exhibit B. 3 The Debtor recognizes that pursuant to Local Bankruptcy Rule 9019-1, the Debtor is required to wait until 24 hours following the objection deadline to submit a certification of counsel, however, under the present circumstances, that would occur after the May 20, 2021 hearing. Accordingly, the Debtor files this Certification now so that the Final Order as revised and in its current form may be docketed and before the Court prior to the May 20, 2021 hearing.

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10. The undersigned certifies that he has reviewed the Court’s docket for this case and no other answer, objection or responsive pleading to the Motion appears thereon. Moreover, the Office of the United States Trustee has indicated that it does not object to entry of the Further Revised Final Proposed Order. WHEREFORE, the undersigned respectfully requests that the Court enter the Further Revised Final Proposed Order attached hereto as Exhibit A. Dated: May 19, 2021 Wilmington, Delaware Respectfully submitted, GELLERT SCALI BUSENKELL & BROWN LLC /s/ Ronald S. Gellert Ronald S. Gellert (DE 4259) 1201 N. Orange Street, Suite 300 Wilmington, Delaware 19801 Telephone: (302) 425-5800 Facsimile: (302) 425-5814 Email: rgellert@sgbblaw.com – and – LOEB & LOEB LLP Daniel B. Besikof (admitted pro hac vice) Bethany D. Simmons (admitted pro hac vice) 345 Park Avenue New York, New York 10154 Telephone: (212) 407-4000 Facsimile: (646) 417-6335 Email: dbesikof@loeb.com; bsimmons@loeb.com Proposed Counsel to the Debtor and Debtor in Possession

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