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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS Eastern Division ) ) PEREGRINE FINANCIAL GROUP, INC. ) ) ) ) Debtor(s) ) In Re: BK No.

: Chapter: 7
Honorable Carol A. Doyle

12-27488

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF PRICEWATERHOUSECOOPERS CORPORATE FINANCE LLC AS INVESTMENT BANKER NUNC PRO TUNC TO THE ENGAGEMENT DATE Upon the application (the “Application”) (all capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application) of Ira Bodenstein, not personally, but as chapter 7 trustee (the “Trustee”) for the estate of Peregrine Financial Group, Inc. d/b/a PFG Best (the “Debtor”), for the entry of an order (this “Order”): (a) authorizing the employment and retention of PricewaterhouseCoopers Corporate Finance LLC (“PwC CF”) as his investment banker nunc pro tunc to September 12, 2012 (the “Engagement Date”); (b) approving the Engagement Letter (as defined herein); and (c) granting related relief; and upon the Milani Declaration; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Application is in the best interests of the Estate, its creditors, and other parties in interest; and the Trustee having provided appropriate notice under the circumstances of the Application and the opportunity for a hearing on the Application, and that no other or further notice is required; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED THAT: 1. The Trustee is authorized, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, to employ and retain PwC CF as his investment banker in accordance with the terms and conditions set forth in the Application and that certain engagement letter, effective as of September 12, 2012 (the “Engagement Letter”) and attached hereto as Exhibit 1. The Engagement Letter is approved, and the Trustee is authorized to pay fees to PwC CF on the terms and at the times specified in the Engagement Letter without the necessity of filing interim or monthly fee statements; provided, that, in the event of any inconsistency between the Engagement Letter and this Order, this Order will control in all respects. 2. PwC CF will file applications for interim and final allowance of compensation and reimbursement of expenses at the times set forth in the Interim Compensation Order; provided however, that any requirements under Local Rule 5082-1(c) are hereby modified such that PwC CF’s restructuring professionals shall be required only to keep time records in one hour increments, PwC CF’s non-restructuring professionals shall not be required to keep time records, and PwC CF shall not be required to provide or conform any schedule of hourly rates. 3. Notwithstanding Paragraph 2 hereof or anything else herein to the contrary, the fees payable to PwC CF shall be subject to review only pursuant to the standard set forth in section 328(a) of the
Rev: 20120501_bko

Bankruptcy Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy Code. 4. On September 12, 2012, this Court entered an Order authorizing the Trustee to employ PwC and PwC CF as the Trustee’s financial advisors (the “PwC FA Order”). The engagement of PwC CF as requested herein will replace the services of PwC CF as authorized pursuant to the PwC FA Order. The compensation arrangement for services rendered by PwC CF pursuant to this Motion will also replace that authorized pursuant to the PwC FA Order effective as of September 12, 2012. 5. If before the entry of an order closing or dismissing this Case, an Indemnified Party (as defined in the Engagement Letter) believes that it is entitled to the payment of any amounts from the Estate on account of the indemnification, contribution and/or reimbursement obligations set forth in the Engagement Letter (as modified by this Order), including without limitation the advancement of defense costs, such Indemnified Party must file an application in this Court, and the Trustee shall not pay any such amounts to such Indemnified Party before the entry of an order by this Court approving the payment. Subparagraph (b) of this Paragraph 4 is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by an Indemnified Party for indemnification, contribution, or reimbursement and is not a provision limiting the duration of the indemnification obligation set forth in the Engagement Letter. All parties in interest shall retain the right to object to any demand for indemnification, contribution or reimbursement. 6. Neither the Trustee nor the Estate shall have any obligation to indemnify any Indemnified Party, or to provide contribution or reimbursement to any Indemnified Party, for any claim or expense that is settled without the Trustee’s consent prior to a judicial determination (x) as to such Indemnified Party’s gross negligence, willful misconduct or lack of good faith and (y) as to whether such asserted claim or expense is a claim or expense for which such Indemnified Party should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by this Order. 7. The Trustee is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 8. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 9. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Enter:

Dated: Prepared by: Robert M. Fishman (#3124316) Kimberly Bacher (#6285677) Shaw Gussis Fishman Glantz Wolfson & Towbin LLC 321 North Clark Street, Suite 800 Chicago, Il 60654

United States Bankruptcy Judge

Rev: 20120501_bko

Phone: (312) 541-0151 Fax: (312) 980-3888

Rev: 20120501_bko

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