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Full title: Notice of Hearing and Motion for Order (I) Granting Expedited Relief and (II) Establishing Procedures for the Resolution of Reclamation Claims and Administrative Claims Pursuant to Section 503(b)(9) of the Bankruptcy Code 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, 24 pages and 1 tables.

List of Tables

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. NOTICE OF HEARING AND MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) ESTABLISHING PROCEDURES FOR THE RESOLUTION OF RECLAMATION CLAIMS AND ADMINISTRATIVE CLAIMS PURSUANT TO SECTION 503(b)(9) OF THE BANKRUPTCY CODE TO: The parties in interest as specified in Local Rule 9013-3(a)(2). 1. The above-captioned debtor and debtor in possession (together, the “Debtor”) hereby move this 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(c) provides deadlines for responses to this Motion. However, given the expedited nature of the relief sought, the Debtor does not object to written responses being served and filed two hours prior to the hearing. UNLESS A RESPONSE OPPOSING THE MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT A HEARING.

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4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Rule 5005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rules 1070-1 and 1073-1. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The petition commencing this chapter 11 case was filed on January 10, 2021 (the “Filing Date”). The case is currently pending in this Court. 5. This Motion arises under sections 105(a) and 362 of the Bankruptcy Code, and Bankruptcy Rule 9019(a) for resolution of the rights and priorities of the prepetition sellers of goods (collectively, the “Sellers”) asserting entitlements under sections 546(c) (“Reclamation Claims”) and/or 503(b)(9) (the “Twenty Day Claims”) of the Bankruptcy Code. 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 2002(a) and Local Rules 9013-3 and 2002-1(b). 6. The Debtor requests authorization to implement and establish exclusive, global procedures (i) for the reconciliation and treatment of all Reclamation Claims and Twenty Day Claims, (ii) for conducting settlement negotiations to resolve Reclamation Claims and Twenty Day Claims, and (iii) for enjoining Sellers pursuing payment of Reclamation Claims and Twenty Day Claims by alternative means. The Debtor submits that the comprehensive procedures proposed herein will provide an expeditious and efficient means for resolving what is expected to be numerous such prepetition claims from its many Sellers. The Debtor estimates that, in the 45 days prior to the Filing Date, it purchased goods (firearms, hunting and fishing sporting goods, athletic equipment, clothing, shoes and the like) from approximately 136 suppliers.

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BACKGROUND 7. On the Filing Date, the Debtor filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtor has continued in possession of its respective assets and the management of its business as a debtor-in-possession pursuant to Section 1107(a) and 1108 of the Bankruptcy Code. 8. 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. The additional facts relevant to this Motion set forth below are verified by Matthew Whebbe, as evidenced by the attached verification. 9. Prior to the Filing Date, in the ordinary course of the Debtor’s business, the Debtor purchased a variety of goods used in its operations (the “Goods”). As of the Filing Date, the Debtor was in possession of certain delivered Goods for which it had not made payment. A. The Reclamation Claims. 10. The Debtor anticipates receiving reclamation demands from certain Sellers requesting that the Debtor return Goods that were delivered prior to the commencement of this chapter 11 case. The threat of reclamation negatively impacts the Debtor’s operations and reorganization efforts. 11. Maintaining normal business operations and avoiding costly and distracting litigation relating to Reclamation Claims is important at this stage of the Debtor’s chapter 11 case. The Debtor is moving expeditiously to sell its assets. The Debtor needs to focus all of its resources on the sales in order to maximize the value of its estate for the benefit of all stakeholders. If the Debtor is unable to establish and implement a uniform set of reclamation procedures to resolve Reclamation Claims, it could be faced with the prospect of simultaneously defending multiple

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reclamation adversary proceedings at a time when the Debtor needs to focus on critical aspects of the sale process. Such a result could severely disrupt the Debtor’s business operations during that period and interfere with the Debtor’s restructuring efforts. B. The Twenty Day Claims. 12. Suppliers who delivered Goods to the Debtor in the ordinary course of business within the 20 days prior to the Filing Date also may assert that their claims should be allowed as administrative expenses pursuant to section 503(b)(9) of the Bankruptcy Code. The Debtor estimates that approximately $1,023,567.79 in Goods were purchased in the 20 days prior to the Filing Date. 13. The Debtor anticipates that many Sellers may file Twenty Day Claims pursuant to section 503(b)(9) of the Bankruptcy Code. Additionally, the Debtor anticipates that Sellers may improperly file Twenty Day Claims for Goods that should have been received by the Debtor within the 20 days prior to the Filing Date, but were not because third parties, such as shippers and warehousemen, have not delivered or released such goods to the Debtor for various reasons. 14. The Debtor anticipates that there could be numerous inquiries and demands on the Debtor’s staff and professionals as well as the initiation of piecemeal litigation in an effort to preserve parties’ rights with respect to the Twenty Day Claims. RELIEF REQUESTED 15. By this Motion, the Debtor seeks an order (a) authorizing it to establish exclusive, global procedures for the reconciliation and determination of all Reclamation Claims and Twenty Day Claims (the “Claims Procedures”), and (b) prohibiting Sellers from (i) taking any action to reclaim or repossess Goods or recover or set aside the proceeds from the Debtor’s sale of Goods or (ii) interfering with the delivery of Goods to the Debtor. The Claims Procedures will effectively

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and efficiently streamline the process of resolving Reclamation and Twenty Day Claims and permit the Debtor to focus on its business operations and the sale, while not prejudicing any Seller’s rights and priorities. 16. The Debtor proposes the following Claims Procedures for processing and reconciling all Reclamation and Twenty Day Claims: a. Any Seller wishing to assert a Reclamation Claim and/or Twenty Day Claim (a “Claimant”) must complete a “Reclamation Claims” and/or “Twenty Day Claims” Form (the “Claims Form” substantially in the form attached hereto as Exhibit A). The Claimant must provide contact information for itself and its Counsel, a summary of the asserted Reclamation Claim and/or Twenty Day Claim, disclose whether it is asserting setoff or offset rights with respect to its Reclamation Claim and/or Twenty Day Claim, and provide supporting documents substantiating the amount, priority and type of Reclamation Claim and/or Twenty Day Claim. b. In addition to complying with the Claims Procedures, each Seller asserting a Reclamation Claim and/or Twenty Day Claim will bear the burden of proof with respect to supporting its Reclamation Claim under section 546(c) of the Bankruptcy Code and/or Twenty Day Claim under section 503(b)(9) of the Bankruptcy Code; c. Any Claimant asserting a Reclamation Claim and/or Twenty Day Claim must deliver a copy of its Claim Form on or before 60 calendar days after entry of the Order (the “Claim Deadline”) to: (i) the Debtor, Tea Olive I, LLC d/b/a Stock+Field, 2600 Eagan Woods Drive, Eagan, MN 55121 Attn: Matt Whebbe; (ii) proposed counsel to the Debtor, Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000, Minneapolis, Minnesota 55402, Attn: Samuel M. Andre; (iii) Second Avenue Capital Partners LLC, 75 Second Avenue, Suite 550, Needham Heights, MA 02494 Attn: Tea Olive Portfolio Manager; (iv) Riemer & Braunstein LLP, Times Square Tower, Seven Times Square, Suite 2506, New York, NY 10036, Attn: Steven E. Fox, Esq.; and following the expiration of the Claim Deadline, which shall serve as a bar date for asserting that a claim should receive reclamation or section 503(b)(9) rights, but shall not bar any such creditor from asserting a related or unrelated general unsecured claim, creditors shall be forever barred from seeking or asserting reclamation or section 503(b)(9) rights; d. The Debtor shall send a copy of the Claim Form and the Order approving the Claims Procedures to each Seller who sold Goods to the Debtor in the 45 days prior to the Filing Date as identified on its computerized list of

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vendors of Goods and to any Seller who, prior to the entry of the Order, submitted or filed a reclamation demand, and/or section 503(b)(9) claim; e. After receipt of the timely filed Reclamation Claim and/or Twenty Day Claim by a particular Claimant, and an opportunity to review such demands – including, without limitation, whether the demand is subordinate to the rights of a holder of security interest in the applicable Goods or the proceeds thereof but, absent further order of the Court, no later than 120 days after the Claim Deadline (the “Notice Deadline”), the Debtor shall file with the Court a notice (the “Notice”) (i) listing the Reclamation Claim and/or Twenty Day Claim, (ii) the amount, if any, that the Debtor has determined to be valid for each such Reclamation Claim and/or Twenty Day Claim, and (iii) the amount, if any, that the Debtor disputes for each such Reclamation Claim and/or Twenty Day Claim and the reason(s) for such objection. The Debtor shall serve the Notice on (i) the Claimant; (ii) the U.S. Trustee; (iii) counsel for any Official Committee of Unsecured Creditors; (iv) parties entitled to receive notice in this chapter 11 case pursuant to Bankruptcy Rule 2002 and Local Rule 2002-1; (v) Second Avenue Capital Partners LLC, 75 Second Avenue, Suite 550, Needham Heights, MA 02494 Attn: Tea Olive Portfolio Manager; and (vi) Riemer & Braunstein LLP, Times Square Tower, Seven Times Square, Suite 2506, New York, NY 10036, Attn: Steven E. Fox, Esq. f. If the Debtor fails to file the Notice by the Notice Deadline, or at such later time as the Court may order, any Claimant may file a motion on its own behalf to seek relief with respect to its Reclamation Claim and/or Twenty Day Claim but, in no event, shall commence any such proceeding until the expiration of the Notice Deadline; g. All Notice Parties shall have the right and opportunity to object to the proposed resolution or priority of any Reclamation Claim and/or Twenty Day Claim asserted in the Notice, as set forth therein (the “Notice Objection”); h. Any Reclamation Claim and/or Twenty Day Claim included in the Notice as a valid claim and not the subject of a Notice Objection within 20 calendar days after service of the Notice shall be valid and resolved in the manner provided for in the Notice, provided that all issues relating to the treatment of any such allowed Reclamation Claim and/or Twenty Day claim shall be reserved for a later date; i. By complying with the Claims Procedures, a Seller’s rights under section 546(c) of the Bankruptcy Code and/or 503(b)(9) of the Bankruptcy Code shall not be prejudiced or limited in any way by (i) such Seller’s failure from and after entry of the Order approving the Claims Procedures to (x) take, if applicable, any “selfhelp” measures with respect to the Goods

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subject to the Reclamation Claim and/or Twenty Day Claim, (y) institute an adversary proceeding or contested matter against the Debtor seeking to enforce its rights to reclamation, recovery of proceeds from the sale of Goods or otherwise under the statute(s) asserted by the Seller in support of its Reclamation Claim and/or Twenty Day Claim, or (z) continue to prosecute proceedings already commenced or (ii) the Debtor’s continued use, sale or shipment of the Goods that may be subject to a Reclamation Claim and/or Twenty Day Claim after the date on which such Reclamation Claim and/or Twenty Day Claim was duly perfected, provided, however, that by requesting and participating in the Claims Procedures the Debtor is not waiving any defense to a Reclamation Claim resulting from the failure of a Seller to timely comply with any requirement under section 546(c) to make a reclamation demand; j. Notwithstanding and without limiting the foregoing, the Debtor is authorized, but not required to negotiate with any Seller and to seek an agreement with any Seller to resolve its Reclamation Claim and/or Twenty Day Claim. If the Debtor and a Seller are able to agree on the validity and/or amount of the subject Reclamation Claim and/or Twenty Day Claim, the Debtor shall prepare a notice of settlement (the “Settlement Notice”), file it with the Court, and serve such Settlement Notice on the Notice Parties. The Notice Parties shall have 10 business days from service and filing of the Settlement Notice (the “Objection Deadline”) to file with the Court an objection thereto (a “Settlement Objection”). Settlement Objections must be served so as to be received by the Debtor, the Debtor’s counsel, the applicable Seller, and the non-objecting Notice Parties on or before the Objection Deadline; k. If no Settlement Objection with respect to a Settlement Notice is timely filed and served, the subject Reclamation Claim and/or Twenty Day Claim shall be resolved in accordance with the Settlement Notice without further order of the Court. If a Settlement Objection is timely filed and served, the parties may negotiate a consensual resolution of such objection to be incorporated in a stipulation filed with the Court (a “Settlement Stipulation”). Upon the filing of a Settlement Stipulation, the applicable Reclamation Claim and/or Twenty Day Claim shall be resolved in accordance with the terms of the Settlement Stipulation without further order of the Court. If no consensual resolution of the Settlement Objection is reached within 60 calendar days after the date of the Settlement Objection, unless such period is extended by mutual agreement of the Debtor and the party filing the Settlement Objection, the Debtor thereafter shall file a motion for the Court to resolve the Settlement Objection and the same shall be set for hearing; l. In the event that (a) all or a portion of a Reclamation Claim and/or Twenty Day Claim is disputed and no consensual resolution is reached between the Debtor and the Claimant; (b) a Notice is filed by the Debtor, but a Notice

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Objection is filed and remains unresolved, or (c) a Settlement Notice is filed by the Debtor, but a Settlement Objection is filed and remains unresolved, then, after a motion is filed for the Court to resolve the dispute, Notice Objection and/or Settlement Objection, but before a hearing on the motion takes place, the parties shall participate in a mediation, and if any such mediation is unsuccessful, the disputed claim shall be resolved by the Court after a hearing. 17. The Debtor proposes that the foregoing Claims Procedures be the sole and exclusive method for the handling of any and all Reclamation Claims and Twenty Day Claims asserted against the Debtor. In particular, the Debtor requests that, from and after entry of the Order approving the Claims Procedures, all Sellers be prohibited from taking any other action for the resolution or treatment of their Reclamation Claims and Twenty Day Claims, including, without limitation (a) commencing or continuing adversary proceedings or contested matters against the Debtor in connection with any Reclamation Claims or Twenty Day Claims; (b) seeking to obtain possession or payment in respect of any Goods, except as permitted by the Claims Procedures; (c) otherwise interfering with the delivery of any Goods to the Debtor. For the avoidance of doubt, by entering into the Claims Procedures and complying with the procedures set forth in the Claims Procedures, the Debtor is not waiving and does not intend to waive the protections of the automatic stay imposed by section 362 of the Bankruptcy Code. EXPEDITED RELIEF 18. The Debtor requests expedited relief on this Motion. Previously and concurrently with this Motion the Debtor has scheduled and served a number of initial motions designed to facilitate an orderly transition to chapter 11. The granting of this Motion on an expedited basis will minimize the disruptions to the Debtor’s inventory system, enable the Debtor to continue its

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business without numerous separate interruptions from Sellers that will distract employees and the Debtor’s advisors, and take time away from the important tasks of this bankruptcy case. 19. Pursuant to Local Rule 9013-2, this Motion is verified and is accompanied by a Memorandum of Law, proposed order and proof of service. 20. 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 the Debtor to implement and establish the exclusive, global Claims Procedures for the reconciliation and treatment of all Reclamation Claims and Twenty Day Claims; C. Authorizing the Debtor to conduct settlement negotiations to resolve Reclamation Claims and Twenty Day Claims; D. Enjoining Sellers pursuing payment of Reclamation Claims and Twenty Day Claims by alternative means; and E. Granting such other and further relief as the Court may deem just and equitable.

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Dated: January 11, 2021 /s/ 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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EXHIBIT A

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. RECLAMATION CLAIMS AND/OR TWENTY DAY CLAIMS FORM Name, Address, Phone Number and Email Contact Information of Claimant and Counsel:
Table 1 on page 12. Back to List of Tables
Claimant: Counsel:
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. RECLAMATION CLAIMS AND/OR TWENTY DAY CLAIMS FORM Name, Address, Phone Number and Email Contact Information of Claimant and Counsel: Summary of Asserted Reclamation Claims and/or Twenty Day Claims: For each claim you are asserting, indicate below the Debtor, product, type of claim, amount of claim (excluding any rights to setoff or offset), and applicable state law.
Table 2 on page 12. Back to List of Tables
Debtor Product Reclamation Claim Amount
& State (exclude
setoff/offset)
Twenty Day Claim
Amount (exclude
setoff/offset)
Setoff/Offset Rights: Do you assert setoff or offset rights with respect to any of the claims above? Circle: Yes No If Yes, identify which claims and basis for setoff or offset rights in attached supporting documentation.

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Supporting Documents: Supporting documentation, including, but not limited to statutory authority, substantiating the amount, priority, and type of claim should be attached. If you need additional space to complete the summary above, copy this sheet and attach additional completed claims forms. In the lower right-hand corner, hand mark the form “______ of ______” (i.e., 1 of 3, 2 of 3, 3 of 3). You may wish to confer with legal counsel with respect to the basis, amount or applicable claim you assert. Administrative questions regarding submission of your form can be directed to Ms. Shataia Stallings, Paralegal, (612) 492-7730. PLEASE SEND THIS FORM AND SUPPORTING MATERIALS TO THE INDIVIDUALS IDENTIFIED IN THE ORDER FOR RECEIPT NO LATER THAN [90 DAYS AFTER ENTRY OF ORDER]. 71766229 v2

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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: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) ESTABLISHING PROCEDURES FOR THE RESOLUTION OF RECLAMATION CLAIMS AND ADMINISTRATIVE CLAIMS PURSUANT TO SECTION 503(b)(9) OF THE BANKRUPTCY CODE Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) submits this memorandum of law in support of the motion submitted herewith (the “Motion”) in accordance with Local Rule 9013-2(a). The Debtor seeks the entry of an order (i) granting an expedited hearing, (ii) authorizing the Debtor to implement and establish exclusive, global procedures for the reconciliation and treatment of all Reclamation Claims and Twenty Day Claims, (iii) authorizing the Debtor to conduct settlement negotiations to resolve Reclamation Claims and Twenty Day Claims, and (iv) enjoining Sellers pursuing payment of Reclamation Claims and Twenty Day Claims by alternative means. This relief will eliminate the need for the Debtor to deal with numerous Reclamation Claims and Twenty Day Claims at the start of the case and allow the Debtor to enter chapter 11 as smoothly as possible. The Court should therefore grant the relief sought. BACKGROUND The supporting facts are set forth in the verified Motion. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion.

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LEGAL ANALYSIS I. THE DEBTOR’S REQUEST FOR EXPEDITED RELIEF SHOULD BE GRANTED. The Debtor requests expedited relief on the Motion. Local Rule 9006-1(b) provides that “moving documents shall be filed and served . . . not later than fourteen days before the hearing date.” Local Rule 9006-1(e), however, provides that a court may reduce the notice for cause. Cause exists here to reduce notice of the hearing on this Motion. The relief sought in the Motion is designed to ease the Debtor’s transition into chapter 11 and minimize what could otherwise be numerous separate disruptions to Debtor’s business operations. Given the Debtor’s critical need to continue its operations uninterrupted, the Court should reduce the notice of the hearing on this Motion. II. THE DEBTOR SHOULD BE AUTHORIZED TO IMPLEMENT THE CLAIMS PROCEDURES TO ADDRESS RECLAMATION CLAIMS AND TWENTY DAY CLAIMS. Upon commencement of a chapter 11 case, reclamation rights are governed by section 546(c) of the Bankruptcy Code. Section 546(c) of the Bankruptcy Code provides in relevant part: [S]ubject to the prior rights of a holder of a security interest in such goods or the proceeds thereof, the rights and powers of the trustee . . . are subject to the right of a seller of goods that has sold goods to the debtor, in the ordinary course of such seller’s business, to reclaim such goods if the debtor has received such goods while insolvent, within 45 days before the date of the commencement of a case under this title, but such seller may not reclaim such goods unless such seller demands in writing reclamation of such goods (A) not later than 45 days after the date of receipt of such goods by the debtor; or (B) not later than 20 days after the date of commencement of the case, if the 45-day period expires after the commencement of the case. 11 U.S.C. § 546(c)(1). Accordingly, reclamation rights may exist only if the Debtor was insolvent when Goods were received. In addition, section 546(c)(1) of the Bankruptcy Code subordinates the rights of sellers of goods to the prior interests of secured parties. A secured lender that holds a floating lien on the debtor’s property holds a security interest in all of the debtor’s inventory such

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that “a reclaiming seller is entitled to a lien or administrative expense claim only to the extent that the value of the specific inventory in which the reclaiming seller asserts an interest exceeds the amount of the floating lien in the debtor’s inventory.” In re Dana Corp., 367 B.R. 409, 419 (Bankr. S.D.N.Y. 2007) (quoting In re Pittsburgh-Canfield Corp., 309 B.R. 277, 287 (6th Cir. B.A.P. 2004)); In re Primary Health Sys. Inc., 258 B.R. 111, 117 (Bankr. D. Del. 2001). Further, a reclamation creditor, as an unsecured creditor, cannot invoke the equitable doctrine of marshalling. In re Advanced Mktg. Servs. Inc., 360 B.R. 421, 427 (Bankr. D. Del. 2007). As more fully described in the Declaration of Matthew F. Whebbe in Support of Chapter 11 Petitions and Initial Motions filed contemporaneously herewith, resolving any Reclamation Demand will involve addressing whether the Debtor was insolvent when the Goods were received and whether the interests of the Debtor’ pre-petition secured lenders or other secured creditors may be superior to those of the vendors asserting Reclamation Claims. Litigating these issues piecemeal during the critical early stages of this chapter 11 case will be costly and distracting to the estate. Also, many of the Debtor’s vendors may seek administrative expense claims under § 503(b)(9) of the Bankruptcy Code. That section provides in relevant part: After notice and a hearing, there shall be allowed administrative expenses, other than claims allowed under section 502(f) of this title, including – (9) the value of any goods received by the debtor within 20 days before the date of commencement of a case under [title 11] in which the goods have been sold to the debtor in the ordinary course of such debtor’s business. 11 U.S.C. § 503(b)(9). The Debtor expects that numerous Twenty Day Claims will be filed. In order to avoid piecemeal litigation, the Debtor seeks to resolve all Twenty Day Claims through an orderly, uniform process. The establishment of uniform procedures for asserting Twenty Day Claims will

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also provide needed clarity to vendors. A similar procedure was utilized in In re Gander Mountain Company, No. 17-30673 (Bankr. D. Minn. Mar. 15, 2017), ECF No. 100. Accordingly, the Debtor submits that implementation of the Claims Procedures as the sole and exclusive method for resolution of Reclamation Claims and Twenty Day Claims is justified. The Claims Procedures will effectively and efficiently streamline the process of resolving the Reclamation Claims and Twenty Day Claims for the Debtor and the vendors alike, without affecting the parties’ substantive rights to pursue or contest the Reclamation and Twenty Day Claims. Section 105(a) of the Bankruptcy Code provides that bankruptcy courts “may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions” of the Bankruptcy Code. See 11 U.S.C. § 105(a). Section 362 of the Bankruptcy Code further prohibits creditors from undertaking impermissible collection activities on account of debtor’s pre-petition obligations. See 11 U.S.C. § 362. The Debtor submits that establishing and implementing the Claim Procedures is necessary and appropriate pursuant to sections 105(a) and 362 of the Bankruptcy Code. The Debtor believes that the relief requested in this Motion is in the best interests of the Debtor and its estate and assists in the consensual resolution of such claims, and ultimately the maximization of value for the Debtor, its estate, and all of the parties in interest. CONCLUSION For the foregoing reasons, the Debtor respectfully requests that the Court grant the relief requested in the Motion.

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Dated: January 11, 2021 /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) Steven R. Kinsella (#0392289) James C. Brand (#387362) Samuel M. Andre (#0399669) FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 612.492.7000 ccutler@fredlaw.com skinsella@fredlaw.com jbrand@fredlaw.com sandre@fredlaw.com PROPOSED ATTORNEYS FOR DEBTOR 71762265 v3

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. ORDER (I) GRANTING EXPEDITED RELIEF AND (II) ESTABLISHING PROCEDURES FOR THE RESOLUTION OF RECLAMATION CLAIMS AND ADMINISTRATIVE CLAIMS ASSERTED PURSUANT TO SECTION 503(b)(9) OF THE BANKRUPTCY CODE This case came before the court on the Motion for an Order (I) Granting Expedited Relief and (II) Establishing Procedures for the Resolution of Reclamation Claims and Administrative Claims Asserted Pursuant to Section 503(b)(9) of the Bankruptcy Code (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 to resolve all reclamation claims asserted under 11 U.S.C. § 546(c) (the “Reclamation Claims”) and all administrative claims asserted under 11 U.S.C. § 503(b)(9) (the “Twenty Day Claims”) in accordance with the exclusive claims procedures set forth below (the “Claims Procedures”), which are approved and authorized in their entirety: a. Any party wishing to assert a Reclamation Claim and/or Twenty Day Claim (a “Claimant”) must complete a “Reclamation Claims” and/or “Twenty Day Claims” Form (the “Claims Form” substantially in the form attached as Exhibit A to the Motion). The Claimant must provide contact information for itself and its Counsel, a summary of the asserted Reclamation Claim and/or Twenty Day Claim, disclose whether it is asserting setoff or offset rights with respect to its Reclamation Claim and/or Twenty Day Claim, and provide supporting documents substantiating the amount, priority and type of Reclamation Claim and/or Twenty Day Claim.

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b. In addition to complying with the Claims Procedures, each Claimant asserting a Reclamation Claim and/or Twenty Day Claim will bear the burden of proof with respect to supporting its Reclamation Claim under 11 U.S.C. § 546(c) and/or Twenty Day Claim under 11 U.S.C. § 503(b)(9); c. Any Claimant asserting a Reclamation Claim and/or Twenty Day Claim must deliver a copy of its Claim Form on or before 60 calendar days after entry of the Order (the “Claim Deadline”) to: (i) the Debtor, Tea Olive I, LLC d/b/a Stock+Field, 2600 Eagan Woods Drive, Eagan, MN 55121 Attn: Matt Whebbe; (ii) proposed counsel to the Debtor, Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000, Minneapolis, Minnesota 55402, Attn: Samuel M. Andre; (iii) Second Avenue Capital Partners LLC, 75 Second Avenue, Suite 550, Needham Heights, MA 02494 Attn: Tea Olive Portfolio Manager; (iv) Riemer & Braunstein LLP, Times Square Tower, Seven Times Square, Suite 2506, New York, NY 10036, Attn: Steven E. Fox, Esq.; and following the expiration of the Claim Deadline, which shall serve as a bar date for asserting that a claim should receive reclamation or section 503(b)(9) rights, but shall not bar any such creditor from asserting a related or unrelated general unsecured claim, creditors shall be forever barred from seeking or asserting reclamation or section 503(b)(9) rights; d. The Debtor shall send a copy of the Claim Form and the Order approving the Claims Procedures to any entity who sold Goods to the Debtor in the 45 days prior to the Filing Date as identified on its computerized list of vendors of Goods and to any potential Claimant who, prior to the entry of the Order, submitted or filed a reclamation demand, and/or section 503(b)(9) claim; e. After receipt of the timely filed Reclamation Claim and/or Twenty Day Claim by a particular Claimant, and an opportunity to review such demands – including, without limitation, whether the demand is subordinate to the rights of a holder of security interest in the applicable Goods or the proceeds thereof but, absent further order of the Court, no later than 120 days after the Claim Deadline (the “Notice Deadline”), the Debtor shall file with the Court a notice (the “Notice”) (i) listing the Reclamation Claim and/or Twenty Day Claim, (ii) the amount, if any, that the Debtor has determined to be valid for each such Reclamation Claim and/or Twenty Day Claim, and (iii) the amount, if any, that the Debtor disputes for each such Reclamation Claim and/or Twenty Day Claim and the reason(s) for such objection. The Debtor shall serve the Notice on (i) the Claimant; (ii) the U.S. Trustee; (iii) counsel for any Official Committee of Unsecured Creditors; (iv) parties entitled to receive notice in this chapter 11 case pursuant to Bankruptcy Rule 2002 and Local Rule 2002-1; (v) Second Avenue Capital Partners LLC, 75 Second Avenue, Suite 550, Needham Heights, MA 02494 Attn: Tea Olive Portfolio Manager; and (vi) Riemer & Braunstein LLP, Times Square Tower, Seven Times Square, Suite 2506, New York, NY 10036, Attn: Steven E. Fox, Esq. f. If the Debtor fails to file the Notice by the Notice Deadline, or at such later time as the Court may order, any Claimant may file a motion on its own behalf to seek

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relief with respect to its Reclamation Claim and/or Twenty Day Claim but, in no event, shall commence any such proceeding until the expiration of the Notice Deadline; g. All Notice Parties shall have the right and opportunity to object to the proposed resolution or priority of any Reclamation Claim and/or Twenty Day Claim asserted in the Notice, as set forth therein (the “Notice Objection”); h. Any Reclamation Claim and/or Twenty Day Claim included in the Notice as a valid claim and not the subject of a Notice Objection within 20 calendar days after service of the Notice shall be valid and resolved in the manner provided for in the Notice, provided that all issues relating to the treatment of any such allowed Reclamation Claim and/or Twenty Day claim shall be reserved for a later date; i. By complying with the Claims Procedures, a Claimant’s rights under 11 U.S.C. § 546(c) and/or 11 U.S.C. § 503(b)(9) shall not be prejudiced or limited in any way by (i) such Seller’s failure from and after entry of this order to (x) take, if applicable, any “selfhelp” measures with respect to the Goods subject to the Reclamation Claim and/or Twenty Day Claim, (y) institute an adversary proceeding or contested matter against the Debtor seeking to enforce its rights to reclamation, recovery of proceeds from the sale of goods or otherwise under the statute(s) asserted by the Claimant in support of its Reclamation Claim and/or Twenty Day Claim, or (z) continue to prosecute proceedings already commenced or (ii) the Debtor’s continued use, sale or shipment of the goods that may be subject to a Reclamation Claim and/or Twenty Day Claim after the date on which such Reclamation Claim and/or Twenty Day Claim was duly perfected, provided, however, that by requesting and participating in the Claims Procedures the Debtor is not waiving any defense to a Reclamation Claim resulting from the failure of a Claimant to timely comply with any requirement under section 546(c) to make a reclamation demand; j. Notwithstanding and without limiting the foregoing, the Debtor is authorized, but not required to negotiate with any Claimant and to seek an agreement with any Claimant to resolve its Reclamation Claim and/or Twenty Day Claim. If the Debtor and a Claimant are able to agree on the validity and/or amount of the subject Reclamation Claim and/or Twenty Day Claim, the Debtor shall prepare a notice of settlement (the “Settlement Notice”), file it with the Court, and serve such Settlement Notice on the Notice Parties. The Notice Parties shall have 10 business days from service and filing of the Settlement Notice (the “Objection Deadline”) to file with the Court an objection thereto (a “Settlement Objection”). Settlement Objections must be served so as to be received by the Debtor, the Debtor’s counsel, the applicable Claimant, and the non-objecting Notice Parties on or before the Objection Deadline; k. If no Settlement Objection with respect to a Settlement Notice is timely filed and served, the subject Reclamation Claim and/or Twenty Day Claim shall be resolved in accordance with the Settlement Notice without further order of the Court. If a

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Settlement Objection is timely filed and served, the parties may negotiate a consensual resolution of such objection to be incorporated in a stipulation filed with the Court (a “Settlement Stipulation”). Upon the filing of a Settlement Stipulation, the applicable Reclamation Claim and/or Twenty Day Claim shall be resolved in accordance with the terms of the Settlement Stipulation without further order of the Court. If no consensual resolution of the Settlement Objection is reached within 60 calendar days after the date of the Settlement Objection, unless such period is extended by mutual agreement of the Debtor and the party filing the Settlement Objection, the Debtor thereafter shall file a motion for the Court to resolve the Settlement Objection and the same shall be set for hearing; l. In the event that (a) all or a portion of a Reclamation Claim and/or Twenty Day Claim is disputed and no consensual resolution is reached between the Debtor and the Claimant; (b) a Notice is filed by the Debtor, but a Notice Objection is filed and remains unresolved, or (c) a Settlement Notice is filed by the Debtor, but a Settlement Objection is filed and remains unresolved, then, after a motion is filed for the Court to resolve the dispute, Notice Objection and/or Settlement Objection, but before a hearing on the motion takes place, the parties shall participate in a mediation, and if any such mediation is unsuccessful, the disputed claim shall be resolved by the Court after a hearing. 3. Participation in the Claim Procedures shall not prejudice (i) a Claimant’s right to challenge the amount of any postpetition payment made to the Claimant, (ii) the Debtor’s right to challenge the amount of any prepetition claims asserted by the Claimant, and (iii) the Debtor’s right to challenge the amount set forth in the Notice with respect to any Reclamation Claims and/or Twenty Day Claims. 4. The foregoing Claims Procedures are the sole and exclusive method for the resolution and payment of any and all Reclamation Claims and Twenty Day Claims asserted against the Debtor. 5. All parties are prohibited and stayed from taking any other action for the resolution or treatment of their Reclamation Claims and/or Twenty Day Claims, including, without limitation, (a) commencing adversary proceedings or contested matters against the Debtor in connection with any Reclamation Claims and/or Twenty Day Claims, (b) seeking to obtain possession of any

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goods, except as permitted by the Claims Procedures, or (c) otherwise interfering with the delivery of any Goods to the Debtor. 6. By entering into the Claims Procedures and complying with the procedures set forth in the Claims Procedures, the Debtor is not waiving the protections of the automatic stay imposed by 11 U.S.C. § 362. 7. All adversary proceedings and contested matters, whether currently pending or initiated in the future, in connection with any Reclamation Claim or Twenty Day Claims, except those proceedings initiated by the Debtor in accordance with these Claims Procedures, are stayed and any claims asserted therein shall be resolved exclusively pursuant to the Claims Procedures set forth herein, unless otherwise ordered by this Court. 8. Nothing contained in this order shall limit the Debtor’s ability to make payments to creditors in accordance with any other order of this court, regardless of whether such creditors have asserted Reclamation Claims and/or Twenty Day Claims. 9. Nothing contained in this order shall be deemed a determination that any Reclamation Claim or Twenty Day Claim is valid, or entitled to an administrative expense claim (and, if so entitled, the time at which such claim should be paid) or replacement lien. Dated: William J. Fisher United States Bankruptcy Judge