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Full title: Notice of Hearing and Motion for Order (I) Granting Expedited Relief and (II) Authorizing the Debtor to Honor and Continue Certain Customer Programs and Customer Obligations in the Ordinary Course of Business. filed by Tea Olive I, LLC . An affidavit or verification, Memorandum of law, Proposed order. Hearing scheduled 1/13/2021 at 02:00 PM at *TELEPHONIC HEARING* with Judge William J. Fisher (St Paul). (Barbie MNBS) (Entered: 01/11/2021)

Document posted on Jan 10, 2021 in the bankruptcy, 23 pages and 0 tables.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. NOTICE OF HEARING AND MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE DEBTOR TO HONOR AND CONTINUE CERTAIN CUSTOMER PROGRAMS AND CUSTOMER OBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS TO: The parties in interest as specified in Local Rule 9013-3(a)(2). 1. Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”) moves the Court for the relief requested below and give notice of hearing. 2. The Court will hold a hearing on this Motion at 2:00 p.m. (CT) on Wednesday, January 13, 2021, in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, MN 55101. The hearing will be held telephonically: a. Dial 1-888-684-8852; b. When prompted, enter ACCESS CODE: 5988550; c. When prompted, enter SECURITY CODE: 0428. 3. Local Rule 9006-1(b) and the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) provides deadlines for responses to this Motion. However, given the expedited nature of the relief sought in the Motion, the Debtor does not object to written responses being served and filed two hours prior to the hearing. UNLESS A RESPONSE OPPOSING

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THE MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT A HEARING. 4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Bankruptcy Rule 5005, and Local Rule 1070-1. This is a core proceeding. The petition commencing this chapter 11 case was filed on January 10, 2021 (the “Filing Date”). The case is now pending before this Court. 5. This Motion arises under 11 U.S.C. §§ 105(a), 363, 1007(a), and 1108 and Bankruptcy Rules 6003 and 6004, and is filed under Local Rules 9013-1, 9013-2, and 9013-3. Expedited relief is requested pursuant to Bankruptcy Rule 9006(c) and Local Rule 9006-1(e). Notice of the hearing on this Motion is provided pursuant to Bankruptcy Rule 9013 and Local Rules 9013-2 and 9013-3. The Debtor requests entry of an order granting expedited relief and authorizing the Debtor to honor certain prepetition obligations to customers and certain third parties and to continue its prepetition customer programs and practices in the ordinary course of business. BACKGROUND 6. On the Filing Date, the Debtor filed a voluntary petition for relief pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtor continues to operate its business as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Debtor’s chapter 11 case. No creditors’ or other official committee has yet been appointed pursuant to section 1102 of the Bankruptcy Code. 7. Further general background information about the Debtor and this case is set forth in the Declaration of Matthew F. Whebbe in Support of Chapter 11 Petition and Initial Motions.

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The additional facts relevant to this Motion are set forth below and are verified by Matthew Whebbe, as evidenced by the attached verification. 8. Prior to the Filing Date, in the ordinary course of the Debtor’s business, the Debtor offered and engaged in certain customer and other programs and practices (collectively, the “Customer Programs”) to develop and sustain a positive reputation with its customers and to facilitate customers’ receipt of the Debtor’s products and services on a regular basis. The Customer Programs are typical for the Debtor’s industry and have been a part of the Debtor’s normal business operations, in one form or another, for many years. 9. While the Customer Programs vary, they are generally designed to encourage sales, increase customer satisfaction, and increase efficiency and continuity in delivery of products and services to customers. As such, the Debtor believes that the Customer Programs play an important role in enabling the Debtor to retain existing customers at this time and overall enhance the Debtor’s overall profitability. The Debtor further believes that, in order to effectuate a smooth transition into chapter 11, the Debtor must maintain customer loyalty and goodwill by maintaining and honoring the Customer Programs. I. THE AG PLUS REWARDS PROGRAM. 10. In the ordinary course of business, the Debtor offers a loyalty program called AG Plus, which provides members a 2% rebate on purchases made in a given year. The rebate is provided in the form of a merchandise credit check that is sent out in the fourth week of January of the following year. The merchandise credit checks are not transferable and are not redeemable for cash.

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11. The Debtor does not believe that the members of AG Plus are technically creditors. Therefore, the Debtors will not be mailing the members notices during the pendency of these bankruptcy cases, except as deemed appropriate or as ordered by the Court. 12. As of the Filing Date, the Debtor estimates that its AG Plus members would be entitled to approximately $125,000 in rebates in the aggregate. 13. The Debtor does not intend to continue the AG Plus program in 2021. However, the Debtor believes it is important to honor its commitment to its AG Plus members and thus seeks authorization, but not direction, to issue the merchandise credit checks to its members, but such merchandise credit checks shall only be redeemable for the same 30 day-period as the Gift Cards, as discussed and defined below. II. STOCK+FIELD MASTERCARD REWARDS PROGRAM. 14. In the ordinary course of business, the Debtor offers promotional points connected to a credit card program operated by First Bankcard, a division of First National Bank of Omaha (“First Bankcard”) – the Stock+Field Mastercard (the “Card”). 15. After a customer qualifies and receives a Card, the customer is automatically enrolled in the rewards program, whereby the customer earns (a) three points for each $1.00 in products purchased through the Card at the Debtor’s stores, (b) two points for each $1.00 in gas or groceries purchased through the Card, and (c) one point for each $1.00 purchased through the Card for any other purchase. The points are then automatically redeemed for $25 Gift Cards, as defined below, after the customer receives 2,500 points. 16. The Debtor does not believe that the members of the credit card program are creditors. Therefore, the Debtor will not be mailing the members notices during the pendency of this bankruptcy case except as deemed appropriate or as ordered by the Court.

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17. The Debtor does not intend to offer Cards and participate in the Stock+Field Mastercard Program after the Filing Date. 18. However, certain the automatic redemption of points for Gift Cards may have occurred immediately prior to the Filing Date, but the Gift Cards may not have yet been issued. The Debtor believes that honoring the prepetition redemption of points for Gift Cards will assist in driving sales through the store closing process. Consequently, the Debtor requests authorization, but not direction, to honor the automatic redemption of points through the Filing Date, with any Gift Cards subject to the same 30-day terms as other Gift Cards, as more fully discussed below. III. GIFT CARDS. 19. In the ordinary course of business, the Debtor sells prepaid gift cards (the “Gift Cards”) to its customers. The Gift Cards may be purchased at the Debtor’s retail stores and online at the Debtor’s website. The Debtor also awards Gift Cards as prizes in various promotional sweepstakes and promotions for product sales (i.e., buy product “X” and receive a Gift Card in the amount of “Y”). 20. Once purchased, a Gift Card may be used like cash for purchases at the Debtor’s retail stores, but may not be redeemed for cash or monetary credit except under limited circumstances as required by law. 21. The minimum dollar amount that may be loaded on an individual Gift Card is $10 and the maximum is $500. There is no limit on the number of Gift Cards that can be purchased. 22. The Debtor directly maintains records associated with Gift Card purchases and redemptions, but does not track (and has no information regarding) the holders of the Gift Cards.

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23. As of the Filing Date, the Debtor believes that approximately $384,228 in Gift Cards have been purchased, but not yet redeemed. The Debtor does not intend to issue Gift Cards after the Filing Date. 24. By this Motion, the Debtor seeks the authority, but not the direction, to continue to honor all outstanding Gift Cards in the ordinary course of its business until February 8, 2021, which is 30 days after the Filing Date. IV. RETURNS, EXCHANGES, AND REFUNDS. 25. In the ordinary course of its business, the Debtor provides, subject to certain restrictions and requirements, free returns and exchanges for all products within 90 days of the date of purchase. The Debtor also maintains store credit and price adjustment policies. Under these policies, certain customers may hold contingent claims against the Debtor for refunds, returns, exchanges, substitutions, issuance of store credit, price adjustment, and other credit balance (collectively, the “Refunds”). 26. The Debtor’s customers relied on the existence of the Refunds when they shopped at the Debtor’s stores and online at the Debtor’s website prior to the Filing Date. The Debtor does not intend to provide the same Refund policies for purchases made after the Filing Date. 27. Due to its customers’ reliance on the Refund policies prior to the Filing Date, the Debtor seeks authorization, but not direction, to continue to issue Refunds for all purchases made prior to the Filing Date that would otherwise qualify for a Refund if a request for a refund is made by February 8, 2021, which is 30 days after the Filing Date. 28. If a customer returned a product immediately prior to the Filing Date, it is possible that the Refund issued by the Debtor before the Filing Date was not fully processed by the Debtor’s bank and other financial institutions. Consequently, the Debtor seeks an order authorizing the

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Debtor’s bank and financial institutions to continue to process any Refunds issued prior to the Filing Date or issued pursuant to this Motion. V. CREDIT CARD AGREEMENT. 29. Many of the Debtor’s customers use credit or debit cards to purchase products and services from the Debtor. In order to facilitate these transactions, the Debtor entered into a credit card processing agreement (the “Credit Card Agreement”) with First Data Corporation1 (the “Credit Card Company”). 30. If a customer uses a credit card to purchase a product and later either returns the product or disputes the charge with the credit card issuer, the Debtor may be required to refund the purchase price (a “Chargeback”). Due to the nature of the Debtor’s business and the timing of the filing of this bankruptcy case, it is likely that the Debtor incurred certain Chargebacks shortly before the Filing Date that may not yet have been netted out against payments received by the Debtor prior to the Filing Date. While the Debtor believes that the Chargebacks arising after the Filing Date would be postpetition obligations, it could be argued that the Chargebacks are actually prepetition obligations because the original sale of the product occurred before the Filing Date. 31. In order to maintain its relationship with the Credit Card Company, the Debtor seeks authorization, but not direction, to allow the Credit Card Company to setoff Chargebacks against payments under section 362(d) of the Bankruptcy Code. In addition, the Debtor requests authority to continue to pay the Credit Card Company the fees charged under the Credit Card Agreement, whether the fees arose prior to the Filing Date or after. It is essential for the Debtor’s business and the store closing process for the Debtors to have the ability to facilitate credit card transactions at its stores and online. 1 First Data Corporation has since been acquired by Fiserv, Inc.

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VI. PROMOTIONS AND OTHER CUSTOMER PROGRAMS. 32. In the ordinary course of its business, the Debtor offers its customers a variety of discounts and other pricing incentives. This includes incentives offered as part of promotional efforts, as well as incentives offered to specific customers, or groups of customers, in connection with a particular sale (collectively, the “Promotions”). 33. The Promotions typically have strategic goals, such as promoting certain products or increasing sales in particular markets or at certain times of the year. The Promotions are a normal part of the Debtor’s marketing and sales efforts and are common in the industry. Prior to the Filing Date, the Debtor ran multiple different Promotions, some of which may still be in effect after the Filing Date. The Debtor also anticipates running Promotions in connection with the store closing process. As such, by this Motion, the Debtor requests authorization, but not direction, to honor all the Promotions, whether the Debtor’s obligations arose before or after the Filing Date, and to continue to offer and honor such Promotions during the pendency of these cases. RELIEF REQUESTED 34. By this Motion, the Debtor requests entry of an order granting the Debtor authorization, but not direction, to (a) honor its prepetition obligations relating to its existing Customer Programs, (b) continue, renew, replace, modify, and/or terminate any of the Customer Programs in the ordinary course of business without the need for a further court order, and (c) perform and pay obligations related to their Customer Programs. 35. The Debtor seeks authority for banks and other financial institutions to receive, process, honor, and pay checks or electronic transfers used by the Debtor to pay foregoing and to rely on the representations of the Debtor as to which checks are issued and authorized to pay in accordance with this Motion.

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36. Notwithstanding anything to the contrary in the Motion or proposed order, nothing herein constitutes, or shall be deemed to constitute, a request to assume any executory contract under any customer program. The Debtor expressly reserves all rights with respect to the continuation or termination of any contract with any customer, and expressly reserves the right to contest, in the ordinary course of business, any amounts claimed to be due, if any, by any customer. 37. Notwithstanding anything to the contrary contained in the Motion and in the proposed order, the relief sought in this Motion shall be subject to any orders of this Court approving any use of cash collateral by the Debtor and the budget governing such use of cash collateral. 38. The Court should grant the relief requested because (a) the continuation of and performance under the Customer Programs is in the ordinary course of business and, therefore, authorized by section 363(c) of the Bankruptcy Code, and (b) with the respect to any payment or obligation incurred in connection with the Customer Programs prior to the Filing Date, such payment and performance are authorized under sections 105(a) and 363(b) of the Bankruptcy Code. EXPEDITED RELIEF 39. The Debtor requests expedited relief on this Motion pursuant to Bankruptcy Rule 9006(c). The granting of this Motion on an expedited basis is necessary to ensure that there is no disruption to the Customer Programs. If such a disruption were to occur, the Debtor would lose existing customers leading up to the store closing sales. Thus, the granting of this Motion on an expedited basis is necessary to effectuate a smooth transition into chapter 11 and maintain customer loyalty and goodwill.

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40. To the extent that Bankruptcy Rule 6003(b) may apply, the Debtor requests relief from the requirements of Bankruptcy Rule 6003(b) because relief is necessary to avoid immediate and irreparable harm. If the Debtor’s prepetition obligations under the Customer Programs are not honored without delay, the Debtor’s business and the store closing process will be adversely affected. For the same reasons, to the extent that Bankruptcy Rule 6004(h) may apply, the Debtor seeks a waiver of any stay of the effectiveness of the order on this Motion. 41. Pursuant to Local Rule 9013-2, this Motion is verified and is accompanied by a Memorandum of Law, proposed order and proof of service. 42. Pursuant to Local Rule 9013-2, the Debtor gives notice that it may, if necessary, call one or more of the following to testify regarding the facts set forth in this Motion: (a) Matthew Whebbe, the Chief Executive Officer of the Debtor, whose business address is 2600 Eagan Woods Drive, Suite 120, Eagan, MN 55121 and (b) Michael Wesley, a Partner at Clear Thinking Group, the Chief Restructuring Officer and Financial Advisor to the Debtor, whose business address is 401 Towne Centre Drive, Hillsborough, NJ 08844. WHEREFORE, the Debtor respectfully moves the Court for an order A. Granting expedited relief; B. Authorizing, but not directing, the Debtor to honor its prepetition obligations relating to the existing Customer Programs; C. Authorizing, but not directing, the Debtor to maintain, renew, replace, modify, or otherwise continue its Customer Programs; D. Authorizing the Debtor to perform and pay obligations related to its Customer Programs;

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E. Authorizing banks and other financial institutions to receive, process, honor, and pay checks or electronic transfers used by the Debtor to pay the Customer Obligations; F. Waiving any stay created by Bankruptcy Rule 6004(h); and G. Granting such other and further relief as is just and proper. Dated: January 11, 2021 /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 (612) 492-7000 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com PROPOSED ATTORNEYS FOR THE DEBTOR

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VERIFICATION I, Matthew Whebbe, the Chairman and Chief Executive Officer of Tea Olive I, LLC (the “Debtor”), declare under penalty of perjury that the facts set forth in the preceding motion are true and correct according to the best of my knowledge, information, and belief, including based on information provided to me by other representatives of the Debtor and the Debtor’s professional advisors. Dated: January 10, 2021 Matthew Whebbe

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. MEMORANDUM IN SUPPORT OF MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE DEBTOR TO HONOR AND CONTINUE CERTAIN CUSTOMER PROGRAMS AND CUSTOMER OBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”) submits this memorandum of law in support of the Motion for Order (I) Granting Expedited Relief and (II) Authorizing the Debtor to Honor and Continue Certain Customer Programs and Customer Obligations in the Ordinary Course of Business (the “Motion”), in accordance with Local Rule 9013-2(a). BACKGROUND The supporting facts are set forth in the Motion. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion. ANALYSIS I. THE DEBTOR’S REQUEST FOR EXPEDITED RELIEF SHOULD BE GRANTED. The Debtor requests expedited relief on the Motion. Bankruptcy Rule 9006(c) provides that the Court may reduce the notice period for a Motion “for cause shown.” Fed. R. Bankr. P. 9006(c). Cause exists here to grant the Motion on an expedited basis. As described in the Motion, the Customer Programs play an integral role in the Debtors’ ability to retain existing customers, attract new customers, and ultimately enhance the Debtors’ overall profitability. If the Debtor is not permitted to continue to maintain and honor the Customer Programs, the Debtor will likely

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lose its customer loyalty and goodwill, which will have an adverse effect on the Debtors’ business and the Debtor’s ability to maximize value through the store closing sales. Accordingly, the expedited relief requested is necessary to avoid immediate and irreparable harm. II. CONTINUATION OF THE CUSTOMER PROGRAMS IS WITHIN THE ORDINARY COURSE OF THE DEBTORS’ BUSINESS. Section 363(c) of the Bankruptcy Code authorizes a debtor in possession to “enter into transactions . . . in the ordinary course of business without notice or a hearing, and may use property of the estate in the ordinary course of business without notice or a hearing.” 11 U.S.C. § 363(c)(1). Section 363 is designed to serve the “‘overriding goal of maximizing the value of the estate’ by striking the optimal balance between the interests of the debtor and the creditors.” Habinger, Inc. v. Metro. Cosmetic and Reconstructive Surgical Clinic, P.A., 124 B.R. 784, 786 (D. Minn. 1990) (quoting United States ex rel. Harrison v. Estate of Deutscher, 115 B.R. 592, 599 (Bankr. M.D. Tenn. 1990)). “The ‘ordinary course of business’ standard is intended to allow a debtor ‘the flexibility it needs to run its business and respond quickly to changes in the business climate.’” Id. (quoting United States ex rel. Harrison v. Estate of Deutscher, 115 B.R. at 599). With these policies in mind, the courts have formulated two tests to determine the ordinary course of business: (1) the vertical test and (2) the horizontal test. Id.; see also Johnston v. First Street Cos. (In re Waterfront Cos., Inc.), 56 B.R. 31, 34-35 (Bankr. D. Minn. 1985). The vertical test asks whether the proposed transaction subjects a creditor to economic risks of a nature different from those accepted when it decided to extend credit to the debtor. Habinger, 124 B.R. at 786; Johnston, 56 B.R. at 34-35. This test compares the debtor-in-possession’s prepetition business activities with its post-petition activities. Habinger, 124 B.R. at 786. Here, the Debtor has maintained the Customer Programs for a substantial amount of time prior to the Filing Date. Consequently, continuing and maintaining the Customer Programs does

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not subject the Debtor’s creditors to different risks from those accepted when the creditors extended credit prepetition. Moreover, the creditors benefit from the continuation of the Customer Programs because it allows the Debtor to maintain customer loyalty and goodwill, which are both vital to the value of the Debtor’s ability to continue to realize revenue from ongoing operations. The horizontal test involves determining whether the proposed transaction is one that would be entered into by a business similar to a debtor’s business. Habinger, 124 B.R. at 786; Johnston, 56 B.R. at 34-35. The Customer Programs are typical for the Debtor’s industry – the majority, if not all, of the Debtor’s competitors maintain similar customer programs that compete directly with the Customer Programs of the Debtor. Thus, the horizontal test is also satisfied. The continuation and maintenance of the Customer Programs satisfies both the vertical and horizontal tests and are in the ordinary course of the Debtor’s business. Therefore, the Debtor is permitted to continue and maintain the Customer Programs pursuant to 11 U.S.C. § 363(c). II. CONTINUATION OF THE CUSTOMER PROGRAMS IS APPROPRIATE AND AUTHORIZED BY 11 U.S.C. §§ 363(b) AND 105(a). While the Debtor believes that the continuation and maintenance of the Customer Programs is within the ordinary course of the Debtor’s business, the continuation and maintenance of the Customer Programs also meets the standard for approval for the use of property of the estate outside the ordinary course of business under 11 U.S.C. § 363(b). The use or sale of property of the estate, other than in the ordinary course of business, is authorized “when a sound business purpose dictates such action.” Stephens Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986); see also In re Channel One Communications., Inc., 117 B.R 493, 496 (Bankr. E.D. Mo. 1990). Courts generally approve transactions involving property of the estate that are outside of the ordinary course of business as long as the Debtor’s decision is supported by some articulated business justification. Four B v. Food Barn Stores, Inc. (In re Food Barn Stores, Inc.), 107 F.3d

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558, 567 (8th Cir. 1997); Fulton State Bank v. Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1991). When applying the business judgment rule, the courts give deference to the debtor’s decision making. In re GSC, Inc., 453 B.R. 132, 174 (Bankr. S.D.N.Y. 2011); see also In re LeBlanc, 299 B.R. 546, 552 (Bankr. N.D. Iowa 2003). In the Debtor’s business judgment, the Debtors believe that the continuation and maintenance of the Customer Programs is necessary to maintain loyalty and goodwill from the Debtor’s current customers. The Debtor believes that failing to honor the Customer Programs will cause a loss in customers that will result in a severe and negative impact on the Debtors’ business and the store closing process. The Debtor’s Customer Programs are marketing tools that the Debtors use to procure new business as well, so the cancelling of these Customer Programs will also impact the Debtors’ ability to attract new customers. Consequently, there is a clear and articulated business justification to maintain and honor the Customer Programs. III. CONTINUATION OF THE CUSTOMER PROGRAMS IS APPROPRIATE AND AUTHORIZED BY THE NECESSARY PAYMENT DOCTRINE. Section 105(a) of the Bankruptcy Code provides an additional basis to grant the requested relief. Section 105(a) allows a bankruptcy court to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [title 11].” 11 U.S.C. § 105(a). A bankruptcy court’s use of its equitable powers to “authorize the payment of pre-petition debt when such payment is needed to facilitate the rehabilitation of the debtor is not a novel concept.” In re Ionosphere Clubs, Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989). “Under [section] 105, the court can permit pre-plan payment of a pre-petition obligation when essential to the continued operation of the debtor.” In re NVR L.P., 147 B.R. 126, 127 (Bankr. E.D. Ba. 1992); see also In re Just for Feet, Inc., 242 B.R. 821, 825 (Bankr. D. Del. 1999) (“To invoke the necessity of payment doctrine, a debtor must show that the payment of the prepetition claims is ‘critical to the debtor’s

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reorganization.’”). The well-settled necessity of payment doctrine authorizes postpetition payment of prepetition obligations when necessary to preserve or enhance the value of a debtor’s estate for the benefit of all creditors. See, e.g., Miltenberger v. Logansport Ry. Co., 106 U.S. 286 (1882) (articulating a legal theory later termed the “doctrine of necessity” or “necessity of payment doctrine,” and allowing receiver to pay pre-receivership claim to prevent disruption of critical business relations); In re Lehigh & New England Ry. Co., 657 F.2d 570 (3d Cir. 1981) (approving and applying the necessity of payment doctrine); In re Columbia Gas Sys., Inc., 171 B.R. 189, 192 (Bankr. D. Del. 1994) (reiterating applicability of the necessity of payment doctrine, and noting that such doctrine provides for payment of prepetition claims if such payment is essential to a debtor’s continued business operations). Bankruptcy courts routinely invoke their equitable powers under section 105(a) of the Bankruptcy Code to authorize a debtor to pay certain critical prepetition claims; indeed, substantial precedent exists for authorizing payment of prepetition obligations to customers where, as here, customer retention is critical to a debtor’s successful chapter 11 case. See, e.g., In re School Specialty, Inc., No. 13-10125 (Bankr. D. Del. Jan. 30, 2013) (authorizing the debtors to honor certain prepetition obligations to customers); In re Buffets Restaurants Holdings, Inc., No. 12-10237 (Bankr. D. Del. Jan. 19, 2012); In re Perkins & Marie Callender’s Inc., No. 11-11795 (Bankr. D. Del. June 14, 2011); In re Allen Family Foods, Inc., No. 11-11764 (Bankr. D. Del. June 10, 2011). Similar relief is warranted here, as payment and performance of prepetition obligations owed pursuant to the Customer Programs meets the requirements of section 105(a) of the Bankruptcy Code and the necessity of payment doctrine because such payment is critical to preserving the value of the Debtor’s estate. As noted above, the Customer Programs are an important part of the Debtor’s business and strategy for retaining customers and increasing profitability. The Debtor operates in a competitive and fluctuating

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market, and its business depends on its ability to retain a stable and loyal customer base while also attracting new customers through the store closing process. The Debtor’s ability to perform under the Customer Programs — including paying prepetition amounts owed under such programs — is critical to maintaining customer support and loyalty and easing any apprehension felt by existing or potential customers regarding doing business with the Debtor following the commencement of the chapter 11 case and the store closing process. Furthermore, the Debtor believes that a failure to honor its prepetition obligations under the various Customer Programs would undermine the Debtor’s relationships with its customers and impair the Debtor’s ongoing ability to compete in the marketplace and conduct the store closing sales. Thus, any prepetition claims arising from, or related to, the Customer Programs meet the requirements for postpetition payment because if they are not satisfied, the Debtor’s goodwill and ability to maximize value through the store closing sales will be adversely impacted. In sum, the authorization to continue performing under the Customer Programs is a critical element of the Debtor’s continued business operations and is necessary for the maximization of value in the chapter 11 case. Accordingly, the Debtor requests the authority, but not the direction, to honor all obligations under its Customer Programs, whether the Debtor’s obligations under such programs arose before or after the Filing Date and to continue the Customer Programs in the ordinary course of business during the chapter 11 case. IV. IMMEDIATE RELIEF IS JUSTIFIED. As noted above, the Debtor believes that circumstances warrant expedited granting of the relief requested in this Motion. Pursuant to Bankruptcy Rule 6003(b), the Court cannot grant “a motion to use, sell, lease, or otherwise incur an obligation regarding property of the estate, including a motion to pay all or part of a claim that arose before the filing of the petition” within twenty-one days of the filing of the petition unless the relief is “necessary to avoid immediate and

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irreparable harm.” Thus, to the extent that the requirements of Bankruptcy Rule 6003 are applicable to the relief requested in the Motion, the Debtor submits that, for the reasons set forth above, the relief requested is necessary to avoid immediate and irreparable harm. Specifically, if the prepetition obligations under the Customer Programs are not honored without delay, customer satisfaction will decrease and the Debtor could lose customers, which would have an immediate and substantial negative impact on the Debtor’s business operations and ability to maximize value through the store closing sales. Accordingly, the Debtor submits that the requirements of Bankruptcy Rule 6003 for expedited relief are met under the circumstances. To the extent that Bankruptcy Rule 6004(h) applies, the Debtor seeks a waiver of any stay of the effectiveness of the order on this Motion. Pursuant to Bankruptcy Rule 6004(h), “[a]n order authorizing the use, sale or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise.” The relief requested in the Motion is essential to prevent immediate and irreparable harm to the Debtor’s business operations. Accordingly, the Debtor submits that ample cause exists to justify a waiver of the fourteen day stay imposed by Bankruptcy Rule 6004(h), to the extent that it applies. CONCLUSION For the foregoing reasons, the Debtor respectfully requests that this Court grant the relief requested in the Motion.

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Dated: January 11, 2021 /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 (612) 492-7000 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com PROPOSED ATTORNEYS FOR THE DEBTOR 71715836 v2

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE DEBTOR TO HONOR AND CONTINUE CERTAIN CUSTOMER PROGRAMS AND CUSTOMER OBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS This case is before the court on the Motion for Order (I) Granting Expedited Relief and (II) Authorizing the Debtor to Honor and Continue Certain Customer Programs and Customer Obligations in the Ordinary Course of Business (the “Motion”) filed by the above-captioned debtor (the “Debtor”). Based on the Motion and the record, IT IS ORDERED: 1. The request for expedited relief is granted. 2. The Debtor is authorized, but not directed, to maintain and administer, in the ordinary course of business and in a manner consistent with past practices, the customer programs and practices identified in the Motion and to honor obligations arising from the customer programs in the ordinary course of business. 3. The Debtor is authorized, but not directed, to provide the Ag Plus rebate merchandise credit checks to members for purchases through the Ag Plus program in 2020, but the merchandise credit checks shall only be redeemable in the first 30 days after January 10, 2021 (the “Filing Date”).

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4. The Debtor is authorized, but not directed, to honor the automatic redemption of points for gift cards and any gift cards previously issued through the Stock+Field Mastercard Program through the Filing Date, but any gift cards issued through the Stock+Field Mastercard Program shall be subject to the same restrictions contained in paragraph 5 of this order. 5. The Debtor is authorized, but not directed, to continue to honor all outstanding gift cards in the ordinary course of its business for the first 30 days after the Filing Date. 6. The Debtor is authorized, but not directed, to continue to issue refunds for all purchases made prior to the Filing Date that would otherwise qualify for a refund if the request for a refund is made during the first 30 days after the Filing Date and the receipt is not marked as “All Sales are Final.” 7. The credit card companies and processors that provide services to the Debtor is authorized to setoff refunds against payments or reserve deposits pursuant to 11 U.S.C. § 362(d). The Debtor is authorized, but not directed, to continue to pay any fees charged by the Debtor’s credit card companies and processors, whether the fees arose prior to the Filing Date, or after. 8. The Debtor is authorized, but not directed, to continue to honor its obligations under all other promotions, discounts, and other pricing incentives, consistent with past practices. 9. The Debtor’s banks and financial institutions are authorized to honor checks presented for payment and all fund transfer requests made by the Debtor, to the extent that sufficient funds are on deposit in the applicable accounts, in accordance with this order and any other order of this court. 10. The Debtor is authorized to issue postpetition checks, or to effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests in connection with the customer programs that are dishonored or rejected.

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11. Notwithstanding the relief granted in this order and any actions taken pursuant to such relief, nothing in this order shall be deemed (a) an admission as to the validity or priority of any claim against the Debtor or the estate, (b) a waiver of the Debtor’s right to dispute any claim on any grounds, (c) a promise or requirement to pay any claim, (d) an implication or admission that any particular claim is of a type specified or defined in this order or the Motion, (e) a request or authorization to assume any agreement, contract, or lease pursuant to 11 U.S.C. § 365, or (f) a waiver of the Debtor’s rights under the Bankruptcy Code or any other applicable law. 12. Notwithstanding anything to the contrary contained in this order, any payment made or to be made under this order, any authorization contained in this order, or any claim for which payment is authorized in this order, shall be subject to any orders of this court approving any use of cash collateral by the Debtor and the budget governing such use of cash collateral. 13. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied. 14. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this order shall be immediately effective and enforceable upon its entry. Dated: ______________________________ William J. Fisher United States Bankruptcy Judge