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Full title: 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) Order Signed on 5/20/2021. (Attachments: # 1 Exhibit 1 # 2 Exhibit 2) (AJL) (Entered: 05/20/2021)

Document posted on May 19, 2021 in the bankruptcy, 29 pages and 0 tables.

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all of the personal property of the Debtor constituting “Collateral” under the Loan and Security Agreement (the “Prepetition Collateral”), which Prepetition Liens (a) secure all of the Prepetition Secured Obligations; (b) are not subject to any contest, avoidance, recharacterization, subordination (whether equitable, contractual or otherwise), recovery, reduction, attachment, recoupment, disallowance, impairment, rejection, attack, effect, counterclaim, cross-claim, setoff, offset, challenge, defense or any other claim (as defined in the Bankruptcy Code) of any kind, cause of action or any other challenge of any kind or nature under the Bankruptcy Code or any other applicable law or regulation or otherwise; and (c) are and remain senior in priority over any and all other liens on and security interests in the Prepetition Collateral, subject only to valid, perfected and unavoidable liens on or security interests in the Prepetition Collateral that are senior to or pari passu with the Prepetition Liens as permitted under the Loan Documents (a “Permitted Encumbrance”); (v) the Prepetition Secured Party duly perfected the Prepetition Liens in the Prepetition Collateral by, among other things, filing financing statements, and, where necessary, possessing the relevant instruments, certificates, or other property; (vi) the Debtor has waived, discharged and released any right it may have to challenge the Prepetition all of the Debtor’s cash as of the Petition Date, wherever located, including cash held in deposit accounts, whether as original collateral or proceeds of other Prepetition Collateral, constitutes Cash Collateral (as defined below) and is Prepetition Collateral of the Prepetition Secured Party; (ix) the Debtor admits, stipulates, acknowledges and agrees that the Prepetition Secured Party has the unqualified right to credit bid the full amount (or any portion) of the Prepetition Secured Obligations; (x) the Prepetition Secured Party is entitled, pursuant to sections 361, 362(c)(2), 363(e) and 507 of the Bankruptcy Code, to adequate protection of its interests in the Prepetition Collateral, including the Cash Collateral, to the extent of any diminution in the value of the Prepetition Collateral occurring from and after the Petition Date, in exchange for (a) the use of Cash Collateral, and (b) the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code.Pursuant to sections 361 and 363(e) of the Bankruptcy Code, as adequate protection against any diminution in value of the Prepetition Collateral, including Cash Collateral, effective as of the Petition Date and perfected without the need for execution by the Debtor or the recordation or other filing by the Prepetition Secured Party of security agreements, control agreements, pledge agreements, financing statements, mortgages or other similar documents, or the possession or control by the Prepetition Secured Party of any Adequate Protec

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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 & 86 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 Upon 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”): (a) authorizing the Debtor to continue to use Cash Collateral (as defined below) in which the Prepetition Secured Party (as defined below) has an interest in accordance with the terms and conditions of this Final Order, and the granting of 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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adequate protection to the Prepetition Secured Party with respect to, inter alia, such use of its Cash Collateral; (b) authorizing the Debtor to incur debtor in possession financing in an aggregate maximum principal amount not to exceed $350,000, including all advances previously made pursuant to the Interim Order (the “DIP Financing”), pursuant to Section 364(b) of the Bankruptcy Code on the terms set forth herein and subject to the terms and conditions of that certain postpetition promissory note in substantially the form attached hereto as Exhibit 1 (the “DIP Promissory Note”) by the Debtor, as borrower, and ESW Holdings LLC as lender (the “DIP Lender”); (c) modifying the automatic stay imposed by section 362 of the Bankruptcy Code to the extent set forth herein; (d) granting the relief requested in the Motion on a final basis and the transactions contemplated by the Motion; (e) approving the Final Order; (f) waiving any applicable stay with respect to the effectiveness and enforceability of the Orders (including a waiver pursuant to Bankruptcy Rule 6004(h)); and (g) granting related relief; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this matter being a core proceeding within the meaning of 28 U.S.C. § 157(b)(2); and venue of this proceeding and the Motion in this district being proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtor’s notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and the evidence submitted, and having heard statements in support of the relief requested therein at a hearing before this Court (the “Final Hearing”); and the relief requested in the Motion being in the best interests of the Debtor’s estate, its creditors and other parties in interest; and this Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor,

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THE COURT HEREBY FINDS AND CONCLUDES AS FOLLOWS:3 A. Disposition. The relief requested in the Motion is granted on a final basis in accordance with the terms of, and to the extent set forth in, this Final Order. Any and all objections to the Motion with respect to the entry of this Final Order that have not been withdrawn, waived or resolved, and all reservations of rights, are hereby denied and overruled on the merits, except as may be set forth herein. This Final Order shall become effective immediately upon its entry. B. Debtor’s Stipulations. In requesting use of its Cash Collateral, and in exchange for and as a material inducement to the Prepetition Secured Party’s agreement to permit consensual use of its Cash Collateral and to make available to the Debtor the DIP Facility (defined below), the Debtor acknowledges, represents, stipulates, and agrees, subject to the challenge rights set forth in Paragraphs 10–12 of this Final Order, as follows (Paragraphs B(i) through B(x) are collectively defined as the “Debtor’s Stipulations”): (i) as of the Petition Date, the Debtor was truly and justly indebted, without defense, counterclaim or offset of any kind, to ESW Holdings, Inc. (“ESW Holdings” or the “Prepetition Secured Party”) in an amount not less than $12,849,359, consisting of principal in the aggregate amount of approximately $11,000,000, pursuant to, and secured by, that certain Loan and Security Agreement, dated July 21, 2020 (as amended, supplemented or otherwise modified, the “Loan and Security Agreement”), between the Debtor and the Prepetition Secured Party, plus interest, fees and all other amounts owing by the Debtor to the Prepetition Secured Party including, without limitation, any premiums, expenses, indemnity, and reimbursement obligations accrued thereunder and all other fees, expenses and costs (including, without limitation, fees and expenses 3 Findings of fact shall be construed as conclusions of law, and conclusions of law shall be construed as findings of fact, pursuant to Bankruptcy Rule 7052.

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of attorneys and advisors) as provided in the Loan Documents (as defined in the Loan and Security Agreement) (collectively, the “Prepetition Secured Obligations”); (ii) all of the Prepetition Secured Obligations constitute legal, valid, binding and unconditional obligations of the Debtor to the Prepetition Secured Party, enforceable in accordance with their terms (other than in respect of the stay of enforcement arising from section 362 of the Bankruptcy Code); (iii) no portion of the Prepetition Secured Obligations or any payments made to the Prepetition Secured Party or applied to or paid on account of the obligations owing under the Loan Documents prior to the Petition Date is subject to any contest, avoidance, recharacterization, subordination (whether equitable, contractual or otherwise), recovery, reduction, attachment, recoupment, disallowance, impairment, rejection, attack, effect, counterclaim, cross-claim, setoff, offset, defense or any other claim (as defined in the Bankruptcy Code) of any kind, cause of action or any other challenge of any kind or nature under the Bankruptcy Code or any other applicable law or regulation or otherwise and the Debtor does not possess, and shall not assert, any claim, counterclaim, setoff or defense of any kind, nature or description that would in any way affect the validity, enforceability and non-avoidability of any Prepetition Secured Obligations; (iv) pursuant to and in connection with the Loan Documents, the Debtor granted to the Prepetition Secured Party continuing, legal, valid, binding, properly perfected, enforceable, non-avoidable first priority liens on and security interests in (the “Prepetition Liens”) all of the personal property of the Debtor constituting “Collateral” under the Loan and Security Agreement (the “Prepetition Collateral”), which Prepetition Liens (a) secure all of the Prepetition Secured Obligations; (b) are not subject to any contest, avoidance, recharacterization, subordination (whether equitable, contractual or otherwise), recovery, reduction, attachment, recoupment,

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disallowance, impairment, rejection, attack, effect, counterclaim, cross-claim, setoff, offset, challenge, defense or any other claim (as defined in the Bankruptcy Code) of any kind, cause of action or any other challenge of any kind or nature under the Bankruptcy Code or any other applicable law or regulation or otherwise; and (c) are and remain senior in priority over any and all other liens on and security interests in the Prepetition Collateral, subject only to valid, perfected and unavoidable liens on or security interests in the Prepetition Collateral that are senior to or pari passu with the Prepetition Liens as permitted under the Loan Documents (a “Permitted Encumbrance”); (v) the Prepetition Secured Party duly perfected the Prepetition Liens in the Prepetition Collateral by, among other things, filing financing statements, and, where necessary, possessing the relevant instruments, certificates, or other property; (vi) the Debtor has waived, discharged and released any right it may have to challenge the Prepetition Secured Obligations and the Prepetition Liens on the Prepetition Collateral, and to assert any offsets, setoffs, recoupments, defenses, claims, objections, reductions, disallowances, challenges of any kind, or causes of action against the Prepetition Secured Party and its successors, assigns, affiliates, subsidiaries, parents, officers, shareholders, directors, employees, attorneys, and agents, past, present, and future, and their respective heirs, predecessors, successors, and assigns, with respect to the Prepetition Secured Obligations, the Prepetition Liens, the Prepetition Collateral, or the Restructuring Transaction and/or the transactions contemplated hereunder or thereunder including, without limitation, (A) any so-called “lender liability” or equitable subordination claims or defenses, (B) any and all claims and causes of action arising under the Bankruptcy Code, and (C) any and all claims and causes of action with respect to the

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extent, validity, priority, perfection, or avoidability of the Prepetition Liens and the Prepetition Lender Obligations; (vii) any payments made on account of the Prepetition Secured Obligations before the Petition Date were (a) payments out of the Prepetition Collateral, and/or (b) made in the ordinary course of business and did not diminish any property otherwise available for distribution in this Chapter 11 Case, including to unsecured creditors; (viii) all of the Debtor’s cash as of the Petition Date, wherever located, including cash held in deposit accounts, whether as original collateral or proceeds of other Prepetition Collateral, constitutes Cash Collateral (as defined below) and is Prepetition Collateral of the Prepetition Secured Party; (ix) the Debtor admits, stipulates, acknowledges and agrees that the Prepetition Secured Party has the unqualified right to credit bid the full amount (or any portion) of the Prepetition Secured Obligations; (x) the Prepetition Secured Party is entitled, pursuant to sections 361, 362(c)(2), 363(e) and 507 of the Bankruptcy Code, to adequate protection of its interests in the Prepetition Collateral, including the Cash Collateral, to the extent of any diminution in the value of the Prepetition Collateral occurring from and after the Petition Date, in exchange for (a) the use of Cash Collateral, and (b) the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code. C. Cash Collateral. For purposes of this Final Order, the term “Cash Collateral” shall mean and include all “cash collateral,” as defined in section 363(a) of the Bankruptcy Code, in or on which the Prepetition Secured Party has a lien, security interest or other interest.

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D. Findings Regarding the Prepetition Secured Party’s Consent to Use of Cash Collateral. The Prepetition Secured Party has consented to the adequate protection provided for in this Final Order; provided, however, that the consent of the Prepetition Secured Party, the use of the Prepetition Collateral (including Cash Collateral), and the sufficiency of the adequate protection provided for herein are expressly conditioned upon the entry of this Final Order. E. Necessity of Relief Requested. The ability of the Debtor to maintain its property and administer this Chapter 11 Case requires continued use of Cash Collateral and the incurrence of the DIP Facility. In the absence of the use of Cash Collateral and the incurrence of the DIP Facility, the continued management of the Debtor’s affairs would not be possible and immediate and irreparable harm to the Debtor, its estate and its creditors would occur. The Debtor does not have sufficient available sources of financing to administer this Chapter 11 Case or to maintain its property without the use of Cash Collateral and the incurrence of the DIP Facility. The relief requested in the Motion and entry of this Final Order is therefore in the best interests of the Debtor and its estate and necessary in order to maximize the value of the Debtor’s estate. F. Arm’s-Length, Good Faith Negotiations; Best Interest. The terms of this Final Order were negotiated in good faith and at arm’s-length between the Debtor, the Prepetition Secured Party and the DIP Lender, and any credit extended and loans made to the Debtor by the DIP Lender pursuant to the Orders and the DIP Documents (the “DIP Obligations”) shall be deemed to have been extended, issued or made, as the case may be, in good faith within the meaning of, section 364(e) of the Bankruptcy Code. Authorization to use of Cash Collateral and to incur the DIP Facility in accordance with this Final Order are in the best interests of the Debtor’s estate and consistent with its fiduciary duties.

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G. Good Cause Shown; Best Interest. The Debtor has requested immediate entry of this Final Order pursuant to Bankruptcy Rules 4001(b)(2) and 4001(c)(2) and Local Rule 4001-2. Absent entry of this Final Order, the Debtor’s estate will be immediately and irreparably harmed. This Court concludes that good cause has been shown and entry of this Final Order is in the best interests of the Debtor’s estate and creditors as its implementation will, among other things, allow for the Debtor to maintain its assets and satisfy administrative obligations in this Chapter 11 Case. H. Notice. In accordance with Bankruptcy Rules 2002, 4001(b), (c) and (d), and 9014, and Local Rules 2002-1 and 4001-2, notice of the Final Hearing and the relief requested in the Motion has been provided by the Debtor. Under the circumstances, the notice given by the Debtor of the Motion, the relief requested herein, and the Final Hearing complies with the applicable Bankruptcy Rules and Local Rules. Based on the foregoing, the Motion, the First Day Declaration, and the record made before the Court at the Final Hearing, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. Motion Granted. The Motion is GRANTED, and the Debtor’s use of Cash Collateral and other Prepetition Collateral, and the Debtor’s incurrence of the DIP Facility, in each case on a final basis and subject to the terms and conditions of this Final Order, are authorized. 2. Authorization. (i) Specified Period. Subject to the terms and conditions of this Final Order, the Debtor is authorized to use Cash Collateral in accordance with the Budget (as defined below) for the period (the “Specified Period”) from the Petition Date through the date which is the earliest to occur of (a) the expiration of the Remedies Notice Period (as defined below) and (b) the date on

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which the Debtor’s Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for Adara Enterprises Corp. (the “Plan”) becomes effective (the “Effective Date”). (ii) Use of Cash Collateral. Subject to the provisions of this Final Order, and in accordance with the Budget, Cash Collateral may be used during the Specified Period by the Debtor to: (a) finance its working capital needs and for any other general corporate purposes; and (b) pay related transaction costs, fees, liabilities and expenses (including all professional fees and expenses, including those of the Debtor’s professionals to the extent approved by the Court) and other administration costs incurred in connection with and for the benefit of this Chapter 11 Case. Nothing in this Final Order shall authorize (A) any disposition of any assets of the Debtor or its estate, including, without limitation, any disposition 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 (B) the Debtor’s use of any Cash Collateral or proceeds resulting therefrom except as permitted in this Final Order and in accordance with the Budget. (iii) DIP Facility. The Debtor shall be authorized to borrow, pursuant to Section 364(b) of the Bankruptcy Code, from ESW Holdings, up to $350,000 in postpetition debtor-in-possession financing (the “DIP Facility”), which may be taken in multiple draws, subject to the Budget and in the business judgment of the Debtor. Debtor is hereby authorized to execute and enter into the DIP Documents on a final basis. The DIP Promissory Note, the other DIP Documents and this Final Order shall govern the financial and credit accommodations to be provided to the Debtor by the DIP Lender as described herein; provided that in the event of a conflict between any of the DIP Documents and the Final Order, the Final Order shall control. The funds available from

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the DIP Facility, pursuant to the DIP Promissory Note (defined below), are inclusive of all advances previously made pursuant to the Interim Order. (a) Interest and Repayment: The DIP Facility shall incur interest at a rate of 8% per annum, which amounts shall accrue but shall not be payable until the Maturity Date. After an Event of Default, the interest shall accrue at an interest rate of ten percent (10%) per annum payable monthly. No amounts borrowed shall be repaid until the Maturity Date. No amounts borrowed shall be repaid until the Maturity Date. (b) Fees. ESW Holdings shall charge no fees relating to the DIP Facility. (c) Maturity Date. The DIP Facility shall mature on the earlier to occur of the Effective Date of the Plan and the expiration of any Remedies Notice Period (the “Maturity Date”). (d) Condition to Borrowing. No Event of Default shall have occurred and exist at the time of any draw request contemplated herein. (e) Use of Proceeds. The proceeds of the DIP Facility may be used during the Specified Period by the Debtor to: (a) finance its working capital needs and for any other general corporate purposes; and (b) pay related transaction costs, fees, liabilities and expenses (including all professional fees and expenses, including those of the Debtor’s professionals to the extent approved by the Court and those of ESW Holdings’ professionals) and other administration costs incurred in connection with and for the benefit of this Chapter 11 Case. Nothing in this Final Order shall authorize (A) any disposition of any assets of the Debtor or its estate, including, without limitation, any disposition 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 (B) the Debtor’s use of any DIP Facility proceeds except as permitted in this Final Order and in accordance with the Budget. Pursuant to Section 364(b), ESW Holdings shall have an allowed administrative expense claim under Section 503(b)(1) of the Bankruptcy Code in respect of all amounts outstanding under the DIP Facility. (f) Documentation. The Debtor is authorized but not directed to enter into the DIP Promissory Note and together with any additional agreements, documents, instruments and certificates executed, and any orders entered in connection therewith, or otherwise delivered in connection therewith (collectively, the “DIP Documents”);

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provided that the Debtor shall be permitted to borrow, and ESW Holdings is authorized to lend, up to $350,000 of the amount of the DIP Facility on the basis of this Final Order, inclusive of all amounts previous drawn pursuant to the Interim Order, and this Final Order shall serve to memorialize the Debtor’s obligation under the DIP Facility. (iv) Terms of the DIP Facility. Upon execution and delivery of the DIP Promissory Note and the other DIP Documents, such DIP Documents shall constitute valid, binding and non-avoidable obligations of the Debtor enforceable against the Debtor in accordance with their respective terms and the terms of this Final Order for all purposes during the Chapter 11 Case, any subsequently converted case of the Debtor under chapter 7 of the Bankruptcy Code or after the dismissal of any such case. No obligation, payment, transfer or grant of security under the DIP Promissory Note, the other DIP Documents or the Orders shall be stayed, restrained, voidable, avoidable or recoverable under the Bankruptcy Code or under any applicable law (including without limitation, under sections 502(d), 548 or 549 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law), or subject to any defense, reduction, setoff, recoupment or counterclaim. The DIP Lender and Prepetition Secured Party shall have all of the protections of section 364(e) of the Bankruptcy as a result of the credit extended or loans made under the DIP Facility. (v) Budget. The Debtor and the Prepetition Secured Party have agreed to the budget attached as Exhibit A to the DIP Promissory Note (the “Budget”). The Prepetition Secured Party shall have no obligation to permit the use of Cash Collateral or DIP Facility proceeds, and the Debtor shall have no authority to use Cash Collateral or DIP Facility proceeds, hereunder other than in accordance with the Budget, subject to the Budget Covenants (as defined below) and as set forth in the DIP Promissory Note and this Final Order. The Budget may be modified from time to

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time by the Debtor with the consent of the Prepetition Secured Party in its sole discretion, but without need for further Court order. (vi) Budget Covenants. Every two (2) weeks following entry of the Interim Order, on the fifth (5th) business day following such two-week period, the Debtor also shall provide to the Prepetition Secured Party a budget variance report/reconciliation (the “Budget Variance Report”) setting forth in reasonable detail actual cash receipts and disbursements for the prior two-week period, together with a statement certifying compliance with the Budget Covenants (as defined below) set forth below. The Debtor shall ensure that at no time any of the following occur (together, the “Budget Covenants”): (i) a negative variance of 10% or more from the “Cash Inflow” set forth in the Budget, to be tested on a cumulative basis over a rolling two (2) week period, provided that, in the event that any “Cash Inflow” budgeted to be received in any rolling two (2) week period is not actually received during such period, such “Cash Inflow” shall be deemed, for purposes of testing, to have been received during such period if it is received within one (1) calendar week after the end of such period; and (ii) a negative variance of 10% or more (provided that such variance negative exceeds $20,000) from the “Operating Cash Outflow,” tested every week on a cumulative rolling two (2) week basis; provided, however, that in any rolling two (2) week period that “Operating Cash Outflow” is less than the budgeted amount for such period, the amount by which “Operating Cash Outflow” is less may be carried forward and added to the subsequent period; provided further, however, that “Operating Cash Outflow” shall include disbursements made by the Debtor (including, but not limited to, any payments, expenditures or advances) other than disbursements for “Professional Services” and United States Trustee fees as set forth in the Budget. For the avoidance of doubt, the Budget shall include a line item for

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“Professional Services” to be paid by the Debtor on account of estate professionals for informational purposes only. 3. Modification of Automatic Stay. The automatic stay imposed under section 362(a) of the Bankruptcy Code is modified as necessary to effectuate all of the terms and provisions of this Final Order. 4. Adequate Protection of Prepetition Secured Party. Pursuant to sections 361, 362, 363(c)(2), 363(e), and 507 of the Bankruptcy Code, the Prepetition Secured Party is entitled to adequate protection of its interests in the Prepetition Collateral, including the Cash Collateral, in an amount equal to the aggregate diminution in the value of the Prepetition Secured Party’s interests in the Prepetition Collateral (including Cash Collateral) from and after the Petition Date, if any, for any reason provided for under the Bankruptcy Code (such diminution in value, the “Adequate Protection Amount”); provided that the avoidance of the Prepetition Secured Party’s interests in Prepetition Collateral shall not constitute diminution in the value of such Prepetition Secured Party’s interests in Prepetition Collateral. As adequate protection for the Adequate Protection Amount, and solely to the extent of same, the Prepetition Secured Party is hereby granted the following: (i) Adequate Protection Liens. Pursuant to sections 361 and 363(e) of the Bankruptcy Code, as adequate protection against any diminution in value of the Prepetition Collateral, including Cash Collateral, effective as of the Petition Date and perfected without the need for execution by the Debtor or the recordation or other filing by the Prepetition Secured Party of security agreements, control agreements, pledge agreements, financing statements, mortgages or other similar documents, or the possession or control by the Prepetition Secured Party of any Adequate Protection Collateral (as defined below), the Prepetition Secured Party, solely to the

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extent of any diminution in value of the Prepetition Collateral, as security for the payment of the Adequate Protection Amount, valid, binding, continuing, enforceable, fully perfected, first priority senior replacement liens on and security interests in (collectively, the “Adequate Protection Liens”) any and all tangible and intangible pre- and post-petition property of the Debtor, whether existing before, on or after the Petition Date, together with any proceeds, products, rents and profits of the foregoing, whether arising under section 552(b) of the Bankruptcy Code or otherwise, of all the foregoing (collectively, the “Adequate Protection Collateral”), provided, that “Adequate Protection Collateral” shall include proceeds of any claims or causes of action of the Debtor arising under sections 502(d), 542, 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state law avoidance actions under chapter 5 of the Bankruptcy Code (“Avoidance Actions”); provided further that the Adequate Protection Collateral shall not include the proceeds of any Avoidance Actions commenced against the Prepetition Secured Party during the Challenge Period. (ii) The Adequate Protection Liens shall be junior only to the Carve-Out (as defined below) and any Permitted Encumbrance. The Adequate Protection Liens shall otherwise be senior to all other security interests in, liens on, or claims against any of the Adequate Protection Collateral. The Adequate Protection Liens shall not be subject to sections 510, 549, 550, or 551 of the Bankruptcy Code. The Adequate Protection Liens shall be enforceable against and binding upon the Debtor, its estate and any successors thereto, including, without limitation, any trustee or other estate representative appointed in the Debtor’s Chapter 11 Case, or any case under chapter 7 of the Bankruptcy Code upon the conversion of the Debtor’s Chapter 11 Case, or in any other proceedings superseding or related to any of the foregoing (each, a “Successor Case”).

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(iii) Adequate Protection Superpriority Claims. The Adequate Protection Amount due to the Prepetition Secured Party shall constitute an allowed superpriority administrative expense claim against the Debtor in the amount of any diminution in value of the Prepetition Collateral, including Cash Collateral, as provided in section 507(b) of the Bankruptcy Code, with priority in payment over any and all unsecured claims and administrative expense claims against the Debtor, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expenses of the kinds specified in or ordered pursuant to sections 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503(a), 503(b), 507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113, 1114 and any other provision of the Bankruptcy Code, and shall at all times be senior to the rights of the Debtor and any successor trustee or creditor in this Chapter 11 Case or any Successor Case (the “Adequate Protection Superpriority Claims”); provided, however, that, such Adequate Protection Superpriority Claims shall be subordinate only to fees payable under 28 U.S.C. § 1930. (iv) Prepetition Secured Party’s Fees and Expenses. The Debtor is hereby authorized and directed to pay ESW Holdings’ fees and expenses under the Loan Documents and as plan sponsor, including, but not limited to, the reasonable and documented pre-petition and post-petition fees and disbursements of legal counsel, including Goulston & Storrs PC and Morris, Nichols, Arsht & Tunnell LLP, financial advisors and other consultants, in accordance with this Final Order. The invoices for such fees and expenses shall be provided to the Debtor, counsel for any official committee appointed in this Chapter 11 Case pursuant to section 1102 of the Bankruptcy Code (a “Creditors’ Committee”) and the office of the United States Trustee (the “U.S. Trustee,” and together with the Debtor and Creditors’ Committee, the “Fee Notice Parties”). The invoices for such fees and expenses shall not be required to comply with any U.S. Trustee

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guidelines related to the payment of fees and expenses of retained estate professionals, may be in summary form only, and shall not be subject to application or allowance by the Court. If no objections to payment of the requested fees and expenses are made, in writing, by any of the Fee Notice Parties within ten (10) business days of delivery of the invoice (the “Fee Objection Period”), then, without further order of, or application to, the Court or notice to any other party, such fees and expenses shall be promptly paid by the Debtor, and in no event later than two (2) business days after expiration of the Fee Objection Period. If an objection is made by any of the Fee Notice Parties within the Fee Objection Period to payment of the requested fees and expenses, then only the disputed portion of such fees and expenses shall not be paid until the objection is resolved by the applicable parties in good faith or by order of the Court, and the undisputed portion shall be promptly paid by the Debtor, and in no event later than two (2) business days after expiration of the Fee Objection Period. (v) Interest. At all times during this Chapter 11 Case, interest on the outstanding Prepetition Secured Obligations shall accrue at a rate of eight percent (8%) per annum; provided that after the occurrence of an Event of Default (as described below), interest on the outstanding Prepetition Secured Obligations shall accrue at a rate of ten percent (10%) per annum. All such accrued interest shall be immediately due and payable upon the occurrence of an Event of Default and in any event upon the Effective Date of the Plan, subject to any other treatment of such interest set forth in the Plan. 5. Perfection of Adequate Protection Liens. (i) The Prepetition Secured Party is hereby authorized, but not required, to file or record financing statements, trademark filings, copyright filings, patent filings, mortgages, deeds of trust, notices of lien or similar instruments in any jurisdiction, or take possession of or

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control over cash or securities, or take any other action in order to validate and perfect the Adequate Protection Liens. Whether or not the Prepetition Secured Party shall, in its sole discretion, choose to file such financing statements, trademark filings, copyright filings, patent filings, mortgages, deeds of trust, notices of lien or similar instruments, or take possession of or control over any cash, securities or any other property of the Debtor, or take any action that otherwise may be required under federal, state or local law in any jurisdiction to validate and perfect a security interest or lien, in any such case, the Adequate Protection Liens shall be deemed valid, perfected, allowed, enforceable, non-avoidable and not subject to challenge, dispute or subordination (subject to the priorities set forth in this Final Order), at the time and on the date of entry of this Final Order or thereafter. Upon the reasonable request of the Prepetition Secured Party, the Prepetition Secured Party and the Debtor, without any further consent of any party, are authorized to take, execute, deliver and file such instruments (in each case, without representation or warranty of any kind) to enable the Prepetition Secured Party to further validate, perfect, preserve and enforce the Adequate Protection Liens. All such documents will be deemed to have been recorded and filed as of the Petition Date. (ii) A certified copy of this Final Order (or the notice of the filing hereof) may, in the discretion of the Prepetition Secured Party, be filed with or recorded in filing or recording offices in addition to or in lieu of such financing statements, mortgages, deeds of trust, notices of lien or similar instruments, and all filing offices are hereby authorized to accept such certified copy of this Final Order or notice for filing and/or recording, as applicable. The automatic stay of section 362(a) of the Bankruptcy Code shall be modified to the extent necessary to permit the Prepetition Secured Party to take all actions, as applicable, referenced in this Paragraph 5(ii) and Paragraph 5(i).

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6. Event of Default. The occurrence and continuance of any of the following events, unless waived or modified in writing by the Prepetition Secured Party, shall constitute an event of default (collectively, the “Events of Default”): (i) the Adequate Protection Liens cease to be in full force and effect, or cease to create a perfected security interest in, and lien on, the Prepetition Collateral purported to be created thereby; (ii) the failure of the Debtor to perform or comply with any of the terms, provisions, conditions, covenants, or obligations under this Final Order, including all Budget Covenants; (iii) the Court enters an order granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code authorizing an action by a lienholder (other than the Prepetition Secured Party) with respect to assets of the Debtor on which such lienholder has a lien with an aggregate value in excess of $50,000; (iv) the Debtor seeks to, advocates, or otherwise supports any other person’s motion to disallow, in whole or in part, the Prepetition Secured Obligations or to challenge the validity, priority, or enforceability of the Adequate Protection Liens or Adequate Protection Superpriority Claims hereunder (for avoidance of doubt, complying with document requests shall not constitute a breach of the foregoing); (v) the Debtor obtains financing or a debtor in possession financing order is entered in form and substance that is not acceptable to the Prepetition Secured Party in its sole discretion (or the Debtor takes any step to seek approval of or to otherwise accomplish the foregoing) without the consent of the Prepetition Secured Party in its sole discretion;

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(vi) any of the orders approving the Plan or the disclosure statement to the Plan (the “Disclosure Statement”) are vacated, stayed, reversed, modified, or amended without the consent of ESW Holdings; (vii) the Debtor makes any payments on any indebtedness that arose before the Petition Date other than as provided in the Budget or otherwise consented to by the Prepetition Secured Party in its sole discretion; (viii) an ESW Termination Event (each as defined in the Restructuring Support Agreement) shall have occurred, including prior to the Debtor’s assumption of the Restructuring Support Agreement; (ix) the Debtor or Glassbridge Enterprises, Inc. materially breach any of their obligations under the Restructuring Support Agreement; (x) the entry of an order: (a) appointing a trustee, receiver or examiner with expanded powers, including to manage the Debtor’s business, with respect to the Debtor, (b) dismissing the Chapter 11 Case, (c) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, in each case where such order has become a final order not subject to appeal, or (d) terminating the Debtor’s exclusivity period under section 1121 of the Bankruptcy Code for any reason whatsoever; (xi) the Debtor, after the Petition Date, takes any action, or as to insiders, permits any action, that would result in an “ownership change” as such term is used in section 382 of title 26 of the United States Code; (xii) the Debtor, without the Prepetition Secured Party’s prior written consent (which shall be given or refused in the Prepetition Secured Party’s sole discretion) seeks to modify,

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vacate or amend this Final Order or the Court stays, reverses, vacates, amends or otherwise modifies this Final Order in any respect; (xiii) the Debtor fails to provide the Prepetition Secured Party and its agents with reasonable access to the Debtor’s books, records, and management through the Effective Date; (xiv) the (a) Plan, (b) Disclosure Statement, (c) order confirming the Plan, (d) Restructuring Support Agreement; (e) the Final Order, (f) any related pleading, or documentation or exhibits evidencing, contemplated by or otherwise entered into in connection with the foregoing clauses (a) through (e), contains terms and conditions materially inconsistent with the Restructuring Support Agreement or the Restructuring Transaction; (xv) the Court grants relief that is materially inconsistent with the Restructuring Support Agreement, or would reasonably be expected to materially frustrate the purpose of the Restructuring Support Agreement; (xvi) the Debtor breaches or fails to comply with the terms of the Orders, the DIP Promissory Note, the DIP Documents, or the Plan, in any material respect; (xvii) any of the Chapter 11 Milestones (as defined, and set forth, on Exhibit 2 hereto) are not satisfied; (xviii) one or more judgments or decrees is entered against the Debtor or its estate involving in the aggregate a post-petition liability (not paid or fully covered by insurance or otherwise considered permitted indebtedness) of $50,000 or more, and all such judgments or decrees are not vacated, discharged, stayed or bonded pending appeal; (xix) the Debtor announces its intention to proceed with any reorganization, merger, consolidation, tender offer, exchange offer, business combination, joint venture, partnership, sale of a material portion of assets, financing (whether debt, including any debtor in

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possession financing, or equity), recapitalization, workout, or restructuring of the Debtor (including, for the avoidance of doubt, a transaction premised on a chapter 11 plan or a sale of a material portion of assets under section 363 of the Bankruptcy Code), other than the Restructuring Transaction (an “Alternative Transaction”); (xx) the Court approves an Alternative Transaction; (xxi) the Debtor files a plan of reorganization, liquidating plan, or disclosure statement that is inconsistent with the Plan or the Restructuring Support Agreement; (xxii) the Debtor files an application or motion for the approval of post-petition financing from any party other than the Prepetition Secured Party, including financing that provides for superpriority claims or priming liens on any of the Prepetition Secured Party’s collateral without the written consent of the Prepetition Secured Party in its sole discretion; or (xxiii) any 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), are sold, assigned, licensed, pledged, collaterally assigned or otherwise transferred, or the Debtor takes any action in support of, or to cause, any of the foregoing, in each case without the express written consent of the Prepetition Secured Party in its sole discretion. 7. Rights and Remedies Upon Event of Default. Upon the occurrence of an Event of Default and following five (5) business days after delivery of the Carve-Out Trigger Notice (as defined below) to the Debtor, the U.S. Trustee, and the Creditors’ Committee (if any) (the “Remedies Notice Period”), the Debtor’s right to use Cash Collateral in accordance with the terms of this Final Order shall be terminated and the Maturity Date of the DIP Facility shall occur, and ESW Holdings shall be permitted to exercise any remedies permitted by law, including any of the

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following actions, without application or motion to, or further orders from, the Court or any other court, and without interference from the Debtor or any other party in interest, unless the Court orders otherwise during the Default Notice Period: (i) declare all or any portion of the outstanding obligations under the DIP Facility due and payable, whereupon the same shall become forthwith due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Debtor; (ii) set off any amounts held as Cash Collateral (including, without limitation, in any Cash Collateral account held for the benefit of ESW Holdings); (iii) enforce all liens and security interests in the Prepetiton Collateral; (iv) institute proceedings to enforce payment of the Prepetition Secured Obligations; (v) terminate the obligation of ESW Holdings to make loans under the DIP Facility; and (vi) exercise any other remedies and take any other actions available to it at law, in equity, under the DIP Promissory Note, the Bankruptcy Code, other applicable law or pursuant to the Orders, including, without limitation, exercising any and all rights and remedies with respect to the Prepetition Collateral or any portion thereof. 8. During the Remedies Notice Period or thereafter, the Debtor, the Creditors’ Committee (if any) or the U.S. Trustee may seek an expedited hearing for the purpose of obtaining an order authorizing the Debtor’s continued use of Cash Collateral or proceeds of the DIP Facility or the continuation of the Maturity Date of the DIP Facility. Unless the Court orders otherwise during the Remedies Notice Period, at the end of the Remedies Notice Period, the Debtor shall

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automatically, without further notice or order of the Court, no longer have the right to use Cash Collateral or the proceeds of the DIP Facility and the Maturity Date shall have occurred. 9. Carve-Out. The Prepetition Secured Obligations, the Prepetition Liens, the Adequate Protection Superpriority Claims, the Adequate Protection Liens and any claims arising from the DIP Financing shall, in all instances, be subject and subordinate to prior payment of the Carve-Out. As used in this Final Order, the “Carve-Out” means the sum of: (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) to the extent allowed by this Court, all accrued unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtor pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Creditors’ Committee appointed in this Chapter 11 Case (the “Committee Professionals,” and together with the Debtor Professionals, the “Professionals”) at any time on or before one business day following delivery by the Prepetition Secured Party of a Carve-Out Trigger Notice to the extent provided for in the Budget, whether allowed by the Court prior to or after delivery of a Carve-Out Trigger Notice; and (iii) Allowed Professional Fees of Professionals in an aggregate amount not to exceed $35,000 incurred after delivery by the Prepetition Secured Party of the Carve-Out Trigger Notice, to the extent allowed by this Court (the amounts set forth in this clause (iii) being the “Post Carve-Out Trigger Notice Cap”); provided that under no circumstances shall any success, completion, or similar fees be payable from the Post Carve-Out Trigger Notice Cap. For purposes of this Final Order, “Carve-Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the Prepetition Secured Party to counsel to the Debtor, the U.S. Trustee, and counsel to the Creditors’ Committee (if any), which notice may be delivered

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following the occurrence and during the continuation of an Event of Default, stating that the Post Carve-Out Trigger Notice Cap has been invoked. 10. Reservation of Certain Committee and Third-Party Rights and Bar of Challenges and Claims. The stipulations, admissions and waivers contained in this Final Order, including, without limitation, the Debtor’s Stipulations, shall be binding upon the Debtor, its affiliates, and any of their respective successors in all circumstances and for all purposes, and the Debtor is deemed to have irrevocably waived and relinquished all Challenges (as defined below) as of the Petition Date. The stipulations, admissions and waivers contained in this Final Order, including, without limitation, the Debtor’s Stipulations, shall be binding upon all other parties in interest, including the Creditors’ Committee, if any, and any other person acting on behalf of the Debtor’s estate, unless and to the extent that a party in interest with proper standing has filed an adversary proceeding or contested matter (i) before the earlier of (x) 75 days from the date of entry of the Interim Order, subject to further extension (i) by written agreement of the Debtor and the Prepetition Secured Party or, alternatively, (ii) by order of this Court on notice; or (y) the objection deadline authorized by this Court regarding confirmation of the Debtor’s Plan, subject to further extension (i) by written agreement of the Debtor and the Prepetition Secured Party or, alternatively, (ii) by order of this Court on notice (the “Challenge Period”); (ii) seeking to avoid, object to, or otherwise challenge the findings or Debtor’s Stipulations regarding: (a) the validity, enforceability, extent, priority, or perfection of the Prepetition Liens or (b) the validity, enforceability, allowability, priority, secured status, or amount of the Prepetition Secured Obligations (any such claim, a “Challenge”); and (iii) in which the Court enters a final order in favor of the plaintiff sustaining any such Challenge in any such timely filed adversary proceeding or contested matter.

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11. Upon the expiration of the Challenge Period without the filing of any Challenge (or if any such Challenge is filed and overruled): (i) any and all such Challenges by any party (including, without limitation, the Creditors’ Committee, any chapter 11 trustee, and/or any examiner or other estate representative appointed or elected in this Chapter 11 Case, and any chapter 7 trustee and/or examiner) shall be deemed to be forever barred; (ii) the Prepetition Secured Obligations shall constitute allowed claims, not subject to counterclaim, setoff, recoupment, reduction, subordination, recharacterization, defense, or avoidance for all purposes in this Chapter 11 Case; (iii) the Prepetition Liens shall be deemed to have been, as of the Petition Date, legal, valid, binding and perfected, and not subject to recharacterization, subordination, or avoidance; and (iv) all of the Debtor’s stipulations and admissions contained in the Orders, including, without limitation, the Debtor’s Stipulations, and all other waivers, releases, affirmations, and other stipulations as to the priority, extent, and validity as to the Prepetition Secured Party’s claims, liens, and interests contained in Orders shall be of full force and effect and forever binding on the Debtor, the Debtor’s bankruptcy estate, and all creditors, interest holders, and other parties in interest in this Chapter 11 Case. 12. If any Challenge is filed, the stipulations and admissions contained in the Orders, including the Debtor’s Stipulations, shall nonetheless remain binding and preclusive on all other parties in interest. For the avoidance of doubt, initiation of a Challenge shall preserve the Challenge only with respect to the party initiating such Challenge (and such Challenge shall be limited to the Challenge identified prior to the expiration of the Challenge Period). If any such Challenge is filed and remains pending and this Chapter 11 Case is converted to chapter 7, the chapter 7 trustee may continue to prosecute such adversary proceeding or contested matter on behalf of the Debtor’s estate; provided that if the Challenge Period has elapsed and Challenge has

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been commenced either before or after conversion of the Chapter 11 Case to a chapter 7 case, or any Challenge has been resolved prior to conversion of the Chapter 11 Case to a chapter 7 case, the chapter 7 trustee shall be bound by the Debtor’s Stipulations or such resolution, as applicable; provided further that if a chapter 7 trustee is appointed prior to the expiration of the Challenge Period, such trustee shall have until the expiration of the Challenge Period to commence a Challenge. Nothing in this Final Order vests or confers on any entity (as defined in the Bankruptcy Code), including any Creditors’ Committee appointed in this Chapter 11 Case, standing or authority to pursue any cause of action belonging to the Debtor or its estate, including, without limitation, any Challenges, provided, however, that the filing of a motion seeking standing to assert a Challenge and attaching the draft complaint as an exhibit thereto will toll the Challenge Period, solely with respect to the matters asserted in the draft complaint, until such motion has been decided by final, non-appealable order. 13. Restriction on Use of Cash Collateral and DIP Facility Proceeds. Notwithstanding anything herein or in any other order by this Court to the contrary, no Cash Collateral, Prepetition Collateral, DIP Facility proceeds, or any proceeds, products, or offspring of any of the foregoing, may be used to (except to the extent otherwise expressly agreed in writing by the Prepetition Secured Party in response to a written request from the Debtor specifying the proposed use) (i) object, challenge or contest in any manner, or raise any defenses to, the validity, extent, amount, perfection, priority, or enforceability of any of the Prepetition Secured Obligations or the Prepetition Liens, or any other rights or interest of the Prepetition Secured Party or (ii) assert, commence, or prosecute any claims or causes of action, including, without limitation, any actions under chapter 5 of the Bankruptcy Code, against the Prepetition Secured Party or any of its

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respective affiliates, agents, attorneys, advisors, professionals, officers, directors, or employees, acting solely in such capacities. 14. No Third-Party Rights. Except as explicitly provided for herein, this Final Order does not create any rights for the benefit of any third party, creditor, equity holder, or any direct, indirect, or incidental beneficiary. 15. 506(c) Claims. No costs or expenses of administration which have been or may be incurred in this Chapter 11 Case through the termination of the Debtor’s authority to use Cash Collateral or proceeds of the DIP Facility hereunder shall be charged against or recovered from the Prepetition Secured Party or any of its claims or the Prepetition Collateral pursuant to Section 506(c) of the Bankruptcy Code, or otherwise, without the prior express written consent of the Prepetition Secured Party, and no such consent shall be implied, directly or indirectly, from any other action, inaction, or acquiescence by any such representatives, agents, or lenders. 16. No Marshaling/Applications of Proceeds. The Prepetition Secured Party shall not be subject to the equitable doctrine of “marshaling” or any other similar doctrine with respect to any of the Prepetition Collateral (including the Cash Collateral). 17. No Waiver of Prepetition Secured Party’s Rights. Notwithstanding any provision in this Final Order to the contrary, this Final Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, the Prepetition Secured Party’s rights with respect to any entity or with respect to any other collateral owned or held by any entity. 18. Section 552(b). The Prepetition Secured Party shall be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code and the equities of the case exception under section 552(b) of the Bankruptcy Code shall not apply to the Prepetition Secured Party with respect to proceeds, product, offspring, or profits of any of the Prepetition Collateral.

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19. Credit Bidding. Pursuant and subject to section 363(k) of the Bankruptcy Code and the rights of parties in interest under Paragraph 11 of this Final Order, the Prepetition Secured Party and DIP Lender shall have the right, without further application to or approval by the Court, to “credit bid” the full amount of the Prepetition Secured Obligations and the DIP Obligations (as defined in the DIP Promissory Note) in connection with any sale of all or any portion of the Debtor’s assets, including, without limitation, sales occurring pursuant to section 363 of the Bankruptcy Code or included as part of any plan subject to confirmation under section 1129(b)(2)(A)(ii)–(iii) of the Bankruptcy Code. In connection with the foregoing, the Prepetition Secured Party and DIP Lender shall have the right to assign its claim and, by extension, its right to “credit bid” all or any portion of the Prepetition Secured Obligations and DIP Obligations to a newly-formed acquisition vehicle. 20. Proofs of Claim. Notwithstanding any order entered by the Court in relation to the establishment of a bar date in this Chapter 11 Case or a Successor Case to the contrary, the Prepetition Secured Party is not required to file a proof of claim in this Chapter 11 Case for any claim described in this Final Order. The Debtor’s Stipulations shall be deemed to constitute a timely filed proof of claim for the Prepetition Secured Party upon approval of this Final Order, and the Prepetition Secured Party shall be treated under section 502(a) of the Bankruptcy Code as if it filed a proof of claim. 21. Binding Effect of this Final Order. Immediately upon entry by this Court (notwithstanding any applicable law or rule to the contrary), the terms and provisions of this Final Order shall become valid and binding upon and inure to the benefit of the Debtor, the Prepetition Secured Party, the DIP Lender, all other creditors of any of the Debtor, any Creditors’ Committee or any other Court-appointed committee appointed in this Chapter 11 Case, and all other parties in

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interest and the respective successors and assigns of each of the foregoing, including any chapter 7 or chapter 11 trustee or other fiduciary hereafter appointed or elected for the estate of the Debtor or with respect to the property of the estate of the Debtor in the Chapter 11 Case or upon dismissal of this Chapter 11 Case. In the event of any inconsistency between the provisions of this Final Order and the prepetition agreements relating to the Prepetition Secured Obligations, the provisions of this Final Order shall govern and control. 22. Survival. The provisions of this Final Order and any actions taken pursuant hereto shall survive entry of any order which may be entered: (i) confirming any plan in any of this Chapter 11 Case; (ii) converting this Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; or (c) dismissing this Chapter 11 Case. 23. Effect of this Final Order. This Final Order shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be enforceable immediately upon execution hereof. 24. Retention of Jurisdiction. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Final Order. J. KATE STICKLES Dated: May 20th, 2021 UNITED STATES BANKRUPTCY JUDGE Wilmington, Delaware

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