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Case 1:20-bk-12043 Doc 107-1 Filed 07/27/20 Entered 07/27/20 15:07:21 Desc <br /> Exhibit A - Form of Proposed order Page 4 of 5 <br /> 2. The terms of the Engagement Letter, including, without limitation, the <br /> compensation provisions and the indemnification provisions, as modified by the Application and <br /> this Order, are reasonable terms and conditions of employment and are hereby approved. <br /> 3. Pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, the Debtors are <br /> hereby authorized to retain Cambio to provide the Debtors with a CRO and certain Additional <br /> Personnel and to designate Thomas Fairfield as the Debtors' CRO, nunc pro tunc to the Petition <br /> Date on the terms set forth in the Engagement Letter, subject to the following terms, which apply <br /> notwithstanding anything in the Engagement Letter or the Application or any Exhibits related <br /> thereto to the contrary: <br /> (a) Cambio and its affiliates shall not act in any other capacity (for example, and <br /> without limitation, as a financial advisor, claims agent/claims administrator, or <br /> investor/acquirer) in connection with the above-captioned cases. <br /> (b) In the event the Debtors seek to have Cambio personnel assume executive officer <br /> positions that are different than the positions disclosed in the Application, or to <br /> materially change the terms of the engagement by either (i) modifying the <br /> functions of personnel, (ii) adding new executive officers, or (iii) altering or <br /> expanding the scope of the engagement, a motion to modify the retention shall be <br /> filed. <br /> (c) Cambio shall file with the Court with copies to the U.S. Trustee and all official <br /> committees, a report of staffing on the engagement for the previous month. Such <br /> report shall include the names and functions filled of the individuals assigned. All <br /> staffing shall be subject to review by the Court in the event an objection is filed. <br /> (d) No principal, employee or independent contractor of Cambio and its affiliates <br /> shall serve as a director of any of the above-captioned Debtors during the <br /> pendency of the above-captioned cases. <br /> (e) Cambio shall file with the Court and provide notice to the U.S. Trustee and all <br /> official committees, reports of compensation earned and expenses incurred on a <br /> quarterly basis. Such reports shall contain summary charts which describe the <br /> services provided, identify the compensation earned by each executive officer and <br /> staff employee provided, and itemize the expenses incurred. All compensation <br /> shall be subject to review by the Court in the event an objection is filed. <br /> 4 <br />