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Full title: Motion to Extend Automatic Stay filed by Debtor 1 Tea Olive I, LLC. An affidavit or verification, Memorandum of law, Proposed order. Hearing scheduled 3/18/2021 at 10:00 AM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (Kinsella, Steven) (Entered: 02/24/2021)

Document posted on Feb 23, 2021 in the bankruptcy, 28 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 TO EXTEND THE AUTOMATIC STAY 1. Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) moves the Court for the relief requested below and gives notice of hearing. 1. The Court will hold a hearing on this motion at 10:00 a.m. (CT) on Thursday, March 18, 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. 2. Any response to the Motion must be filed and served no later than March 12, 2021, pursuant to the applicable Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Local Rules. UNLESS A RESPONSE OPPOSING THE MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT A HEARING. 3. 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

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commencing this chapter 11 case was filed on January 10, 2021 (the “Filing Date”). The case is now pending before this Court. 4. This Motion arises under 11 U.S.C. §§ 105(a) and 362(a). This Motion is filed under Bankruptcy Rule 9014 and Local Rules 9013-1 through 3. The Debtor requests an order extending the automatic stay authorized by 11 U.S.C. § 362(a) to stay all pending litigation in the case captioned: United Paving, Inc. v. Mary Carley filed in the Circuit Court for the Eleventh Judicial Circuit in Ford County, Illinois, Case No. 21-LM-1 (the “Illinois Litigation”). BACKGROUND 5. 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. The Committee was appointed on January 13, 2021, and then expanded on January 19, 2021 [Docket Nos. 37, 59]. No trustee or examiner has been appointed in the Debtor’s chapter 11 case. 6. 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 are set forth below and are verified by Matthew Whebbe, as evidenced by the attached verification. 7. Mary Carley (“Ms. Carley”) was the facilities coordinator of the Debtor. As part of her responsibilities, Ms. Carley was authorized by the Debtor to sign contracts or agreements related to general maintenance on the Debtor’s behalf and for the Debtor’s benefit. Such authorization was with the full knowledge of the Debtor and any such contract or agreement would be the obligation of the Debtor, not Ms. Carley personally.

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8. On May 18, 2020, United Paving Inc. (“United Paving”) provided the Debtor with a proposal for asphalt paving repair for the parking lot at the Debtor’s store located in Watseka, Illinois (the “Watseka Store”) used by the Debtor’s customers when shopping at the Watseka Store. Ms. Carley, in her representative capacity, signed the proposal, which is attached as Exhibit A. 9. United Paving completed its work in September 2020 and immediately thereafter invoiced the Debtor for the work completed. A copy of the invoice is attached as Exhibit B. 10. Due to the Debtor’s financial difficulties, the Debtor did not pay the invoices submitted by United Paving. United Paving is listed as a creditor on the Debtor’s schedules [Docket No. 128] and notice of the filing of this case was sent to United Paving on January 13, 2021 [Docket No. 39]. 11. United Paving filed a proof of claim in this case on January 18, 2021, asserting a claim of $28,570.50 against the Debtor [Claim No. 17-1]. This is the same amount owed by the Debtor as listed in the invoices submitted to it by United Paving. A copy of the proof of claim is attached as Exhibit C. 12. In a clear attempt to circumvent the automatic stay,1 United Paving commenced the Illinois Litigation against Ms. Carley just four days later, on January 22, 2021. In the Illinois Litigation, United Paving asserts a breach of contract claim against Ms. Carley personally, asserting damages of $28,570.50, the exact same amount alleged as owed by the Debtor to United Paving. A copy of the complaint is attached as Exhibit D. 13. The complaint is purposefully misleading at best. It (a) fails to disclose that Ms. Carley was an employee of the Debtor, (b) describes the project as “asphalt repair for premises 1 United Paving’s actions may constitute a violation of the automatic stay. Nothing contained in this Motion shall constitute a waiver of any claim the Debtor may assert against United Paving and the Debtor reserves all rights.

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located at 1200 E Walnut, Watseka, Illinois adjacent to a building containing a business known as ‘Stock and Field’” (emphasis added), (c) fails to disclose that the Debtor paid United Paving $2,976 in connection with the project, and (d) fails to attach the invoice addressed to the Debtor, which was submitted to the Debtor and attached to United Paving’s proof of claim. 14. Additionally, as stated above, United Paving seeks the same amount from Ms. Carley, $28,570.50, that it claims is owed by the Debtor as under the invoices. However, contrary to the proof of claim and the invoices, United Paving alleges as part of the Illinois Litigation that Ms. Carley is solely and personally liable for the $28,570.50. 15. Ms. Carley’s answer in the Illinois Litigation is due by March 8, 2021. RELIEF REQUESTED 16. The Debtor seeks extension of the automatic stay of 11 U.S.C. § 362(a) as to the Illinois Litigation. The Illinois Litigation is clearly an attempt by United Paving to circumvent the automatic stay and pursue collection efforts against the Debtor through its employee. 17. As Ms. Carley executed the “contract” on behalf of the Debtor while serving in her capacity as an employee of the Debtor, the Debtor may be required to indemnify Ms. Carley in the unlikely event that any judgment is entered against her, along with her expenses in defending the action. Consequently, this action against Ms. Carley is clearly an action against the Debtor. 18. Additionally, it would be unjust and unfair to allow United Paving to pursue Ms. Carley personally for an obligation of the Debtor. Ms. Carley was the facilities coordinator for the Debtor and she signed the proposal in her capacity as an employee of the Debtor. Ms. Carley also does not have the money to pay United Paving and allowing United Paving to proceed with the Illinois Litigation will force Ms. Carley to incur unnecessary legal expenses.

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19. Pursuant to Local Rule 9013-2(a), this Motion is verified and is accompanied by a memorandum, 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 moves the Court for an order extending the automatic stay to the Illinois Litigation and granting such further relief as the Court may deem just and equitable. Dated: February 24, 2021 /s/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) Emily M. McAdam (#0400898) 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 emcadam@fredlaw.com ATTORNEYS FOR THE DEBTOR

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VERIFICATION I, Matthew Whebbe, the Chairman and Chief Executive Officer of 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. Dated: February 24, 2021 Matthew Whebbe

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EXHIBIT A

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EXHIBIT B

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EXHIBIT C

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ouse, if filing) 1/18/2021 ited States Bankruptcy Court District of Minnesota Lori Vosejpka, Clerk se number: 21−30037 icial Form 410 of of Claim 0 the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form toe a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503. s must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of anyments that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgmentsgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available,in in an attachment. rson who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571. n all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you receivt 1: Identify the Claim ho is the current United Paving Inc editor? Name of the current creditor (the person or entity to be paid for this claim)Other names the creditor used with the debtor Arthur L Mann as this claim been No quired from Yes. From whom? meone else? here should notices Where should notices to the creditor be sent? Where should payments to the creditor be sent? (ifd payments to the different) editor be sent? United Paving Inc deral Rule of Name Name nkruptcy Procedure RBP) 2002(g) c/o Arthur L Mann Attorney at Law 507 S Broadway Ave Urbana, IL 61801 Contact phone 2173284300 Contact phoneContact email art@teppermann.com Contact emailUniform claim identifier for electronic payments in chapter 13 (if you use one): oes this claim amend No e already filed? Yes. Claim number on court claims registry (if known) Filed onMM / DD / YYYY o you know if anyone No se has filed a proof Yes. Who made the earlier filing? claim for this claim? ial Form 410 Proof of Claim page 1

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ow much is the $ 28570.50 Does this amount include interest or other charges? aim? No Yes. Attach statement itemizing interest, fees, expenses, orother charges required by Bankruptcy Rule 3001(c)(2)(A). hat is the basis of Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongfule claim? death, or credit card. Attach redacted copies of any documents supporting the claim required byBankruptcy Rule 3001(c). Limit disclosing information that is entitled to privacy, such as healthcare information. Goods and services to repair asphalt parking area s all or part of the No laim secured? Yes. The claim is secured by a lien on property. Nature of property: Real estate. If the claim is secured by the debtor's principal residence, file a MortgageProof of Claim Attachment (Official Form 410−A) with this Proof of Claim. Motor vehicle Other. Describe: Basis for perfection: Attach redacted copies of documents, if any, that show evidence of perfection of a securityinterest (for example, a mortgage, lien, certificate of title, financing statement, or otherdocument that shows the lien has been filed or recorded.) Value of property: $ Amount of the claim that is $ secured: Amount of the claim that is $ (The sum of the secured aunsecured: unsecured amounts shoul match the amount in line 7 Amount necessary to cure any default as of the $ date of the petition: Annual Interest Rate (when case was filed) % Fixed Variable s this claim based on No lease? Yes. Amount necessary to cure any default as of the date of the petition.$s this claim subject to No right of setoff? Yes. Identify the property: ial Form 410 Proof of Claim page 2

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priority and partly under 11 U.S.C. § 507(a)(1)(A) or (a)(1)(B). nonpriority. For example, in some categories, the Up to $3,025* of deposits toward purchase, lease, or rental of $law limits the amount property or services for personal, family, or household use. 11entitled to priority. U.S.C. § 507(a)(7). Wages, salaries, or commissions (up to $13,650*) earned within $180 days before the bankruptcy petition is filed or the debtor'sbusiness ends, whichever is earlier. 11 U.S.C. § 507(a)(4). Taxes or penalties owed to governmental units. 11 U.S.C. § $507(a)(8). Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5). $Other. Specify subsection of 11 U.S.C. § 507(a)( ) that applies $* Amounts are subject to adjustment on 4/1/22 and every 3 years after that for cases begun on or after the dateof adjustment. t 3: Sign Below person completing Check the appropriate box: proof of claim must n and date it. FRBP I am the creditor. 1(b). I am the creditor's attorney or authorized agent. ou file this claim ctronically, FRBP I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004. 5(a)(2) authorizes courts I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005. stablish local rules cifying what a signature I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculatingthe amount of the claim, the creditor gave the debtor credit for any payments received toward the debt. erson who files a I have examined the information in this Proof of Claim and have a reasonable belief that the information is trueudulent claim could be and correct. d up to $500,000, risoned for up to 5 I declare under penalty of perjury that the foregoing is true and correct. rs, or both. U.S.C. §§ 152, 157 and 1. Executed on date 1/18/2021 MM / DD / YYYY /s/ Arthur L Mann Signature Print the name of the person who is completing and signing this claim: Name Arthur L Mann First name Middle name Last name Title Attorney at Law Company Tepper & Mann P.C., Identify the corporate servicer as the company if the authorized agent is aservicer Address 507 S Broadway Ave Number Street Urbana, IL 61801 City State ZIP Code Contact phone 2173284300 Email art@teppermann.com ial Form 410 Proof of Claim page 3

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INTEREST ACCRUED ON UNITED PAVING INC CLAIM $ 1785.60 from October 11, 2020 through January 10, 2021 (2% per month)

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EXHIBIT D

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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 TO EXTEND THE AUTOMATIC STAY Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) submits this memorandum in support of Motion to Extend the Automatic Stay (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 When a debtor files for bankruptcy protection, section 362(a)(1) of the Bankruptcy Code operates to automatically stay any judicial proceeding against the debtor. 11 U.S.C. § 362(a)(1). That stay of judicial proceedings does not on its face apply to any non-debtors. Id. However, courts have recognized that the stay may be applied to non-debtors, under limited circumstances, either through an extension of section 362(a)(1) of the Bankruptcy Code to the non-debtor co-defendants or through the court’s power to enjoin action under section 105 of the Bankruptcy Code. In re Metro Square, No. 4-88-2117, 1988 WL 86679, at *3 (Bankr. D. Minn. Aug. 10, 1988). Section 362(a)(1) of the Bankruptcy Code is generally only available to debtors and not to third-party defendants. In re Panther Mountain Land Dev., LLC, 686 F.3d 916, 921 (8th Cir.

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2012). However, in “unusual circumstances,” the automatic stay may be extended to non-debtor third parties. Id. Courts have found “unusual circumstances” necessary to extend the automatic stay “where ‘there is such identity between the debtor and the third-party defendant that the debtor may be said to be the real party defendant and that a judgment against the third-party defendant will in effect be a judgment or finding against the debtor.’” Ritchie Capital Mgmt., L.L.C. v. Jeffries, 653 F.3d 755, 762 (8th Cir. 2011) (quoting McCartney v. Integra Nat. Bank N., 106 F.3d 506, 510 (3d Cir. 1997)); see also A.H. Robins Co. v. Piccinin, 788 F.2d 994, 999 (4th Cir. 1986). The Eighth Circuit further described these “unusual circumstances” as claims asserted against a non-debtor entity that will immediately and adversely impact the bankruptcy estate. Ritchie Capital Mgmt., L.L.C., 653 F.3d at 763. Here, there is sufficient basis for the Court to stay the Illinois Litigation through application of the automatic stay under section 362(a)(1) of the Bankruptcy Code as Unusual circumstances clearly exist in this case. United Paving is attempting to circumvent the automatic stay by commencing the Illinois Litigation against one of the Debtor’s employees for the exact same amount that United Paving claims is owed to it by the Debtor in this bankruptcy case pursuant to the exact same paving work as described in the Illinois Litigation. Contrary to United Paving’s allegations, Ms. Carley signed United Paving’s proposal on behalf of the Debtor and United Paving provided services to the Debtor, not Ms. Carley, by repaving the Watseka Store’s parking lot used by the Debtor and its customers. United Paving acknowledged that the Debtor was responsible for the debt by invoicing the Debtor directly for the repaving work and filing a proof of claim in the Debtor’s case for the exact amount owed for the work. As the Debtor may be required to indemnify Ms. Carley for any judgment and reimburse Ms. Carley for her legal expenses under applicable law because she signed the proposal solely as the Debtor’s agent, the Illinois Litigation is effectively an action against the Debtor. The Debtor

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further understands that Ms. Carley intends to rightly defend against the Illinois Litigation and any defense would likely require discovery from the Debtor. The Debtor is in the process of conducting its going-out-of-business sales—of which Ms. Carley is a direct part of in her capacity as facilities coordinator—and responding to discovery requests or engaging in the Illinois Litigation is not a good use of the Debtor’s limited resources. Moreover, it would be unjust and against the policy of the Bankruptcy Code to permit the Illinois Litigation to proceed against Ms. Carley. Ms. Carley was an employee of the Debtor when she signed the proposal, doing so in her capacity as an employee. Ms. Carley received no benefit from the repaving of the Watseka Store’s parking lot, and she lacks the ability to pay the over $28,000 United Paving is seeking in the Illinois Litigation. Not staying the Illinois Litigation will force Ms. Carley to incur litigation expenses and, to the extent she is unsuccessful in defending the action, a judgment for an amount that she is unable to pay. It would also incentivize other creditors to pursue the Debtor’s employees, which harms the Debtor’s ability to conduct its sales and also creates additional litigation that would require the Debtor’s attention. As the Illinois Litigation is clearly an attempt to circumvent the automatic stay and Ms. Carley should not be forced to personally incur litigation expenses to defend herself, the Court should extend the automatic stay. CONCLUSION For the foregoing reasons, the Debtor respectfully requests that the Court enter an order granting the relief requested in the Motion.

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Dated: February 24, 2021 /s/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) Emily M. McAdam (#0400898) 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 emcadam@fredlaw.com ATTORNEYS FOR THE DEBTOR

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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 EXTENDING THE AUTOMATIC STAY This case is before the court on the Motion to Extend the Automatic Stay (the “Motion”) filed by Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”). Based on the Motion and the file, IT IS ORDERED: The automatic stay authorized by 11 U.S.C. § 362(a) is extended to Mary Carley in the case captioned United Paving, Inc. v. Mary Carley filed in the Circuit Court for the Eleventh Judicial Circuit in Ford County, Illinois, Case No. 21-LM-1. Dated: ______________________________ William J. Fisher United States Bankruptcy Judge