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Full title: Notice of Hearing and Motion for an Order (I) Authorizing Continuation of, and Payment of, Prepetition Obligations Incurred in the Ordinary Course of Business In Connection with Various Insurance Policies, and (II) Authorizing Banks to Honor and Process Checks and Electronic Transfers Requests Related Thereto 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, 21 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 AN ORDER (I) AUTHORIZING CONTINUATION OF, AND PAYMENT OF, PREPETITION OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH VARIOUS INSURANCE POLICIES, AND (II) AUTHORIZING BANKS TO HONOR AND PROCESS CHECKS AND ELECTRONIC TRANSFER REQUESTS RELATED THERETO 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

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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, 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 363(b) of the Bankruptcy Code, 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 2002(a) and Local Rules 9013-3 and 2002-1(b). The Debtor seeks entry of an order (i) granting expedited relief, (ii) authorizing, but not directing, the Debtor to continue and, to the extent necessary, renew prepetition insurance policies in the ordinary course of business and pay prepetition obligations in respect thereof; (iii) authorizing banks and other financial institutions at which the Debtor holds accounts (collectively, the “Banks”) to honor and process check and electronic transfer requests related to the foregoing; and (iv) granting related relief. BACKGROUND 6. 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.

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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. The additional facts relevant to this Motion set forth below are verified by Matthew Whebbe, as evidenced by the attached verification. RELEVANT FACTS AND RELIEF REQUSTED I. THE DEBTOR’S INSURANCE POLICIES. 8. In the ordinary course of its business, the Debtor maintains numerous insurance policies with various insurance providers (collectively, the “Insurers”) that provide coverage for, among other things, general liability, property, automobile, cyber liability, umbrella liability, excess liability, crime, directors and officers liability, fiduciary liability, firearms liability, and workers’ compensation claims (the “Insurance Policies”), as summarized in Exhibit A attached hereto. The Debtor incurs a total of approximately $1,316,352 in the aggregate in annual premiums to cover its Insurance Policies as well as other obligations, including the Broker Fees (as defined below) (collectively, the “Insurance Obligations”). In addition, the Debtor may make retroactive adjustments in the ordinary course of business with respect to one or more of the Insurance Policies, as applicable. A. Third-Party Insurance Policies. 9. The Debtor maintains third-party Insurance Policies through various insurance companies. The Insurance Policies are essential to the ongoing operation of the Debtor’s business. The Debtor incurs approximately $1,316,352 in annual premiums relating to third party Insurance Policies, excluding broker fees and workers’ compensation plan obligations.1 The third-party 1 Under certain Insurance Policies, the Debtor may have the ability to reduce the premiums for such Insurance Policies in connection with the closing of store locations and as such the Debtor’s Insurance Obligations may be reduced during the course of this Chapter 11 case.

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Insurance Policies can be grouped into the following categories: (i) Property Policy. 10. The Debtor maintains an Insurance Policy that covers the Debtor’s owned and leased property (the “Property Policy”) with Affiliated FM. The Property Policy provides coverage through August 17, 2021. The Property Policy covers losses relating to, among other things, loss or damage to property resulting from fire, flood, terrorism, weather damage, boiler and machinery, earthquake, sprinkler leakage, inventory, business interruption, and marine cargo stock throughput liability. The Debtor incurs approximately $300,733 in the aggregate in annual premiums for the Property Policies.2 As of the Filing Date, the Debtor owes approximately $153,363 on account of the current premiums for the Property Policy. The Debtor timely remits payments to cover its Property Policy and as of the Filing Date no premiums on account of the Property Policy are accrued and unpaid. (ii) Casualty Policies. 11. The Debtor maintains Insurance Policies that cover casualty losses (the “Casualty Policies”) with Liberty Insurance Company, Everest National Insurance Company, Federal Insurance Company, Cincinnati Specialty Underwriters Insurance Company, and Beazley Insurance Company. The Casualty Policies with Liberty Insurance Company provide coverage through August 17, 2021, the Casualty Policy with Everest National Insurance Company provides coverage through August 17, 2021, the Casualty Policy with Federal Insurance Company provides coverage through August 17, 2021, the Casualty Policy with Cincinnati Specialty Underwriters 2 Some of the Debtor’s policy premiums are combined with other premiums for policies more further described below. To calculate the amounts set forth in this Motion, the Debtor divided the combined premiums on a pro rata basis.

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Insurance Company provides coverage through August 17, 2021, and the Casualty Policy with Beazley Insurance Company provides coverage through August 17, 2021. 12. The Casualty Policies cover losses relating to, among other things, products liability, general liability, automobile accidents, cyber and privacy liability, travel accident liability, firearms liability, umbrella liability, and excess umbrella coverage. The Debtor is required to maintain certain of the Casualty Policies pursuant to applicable law. The Debtor incurs approximately $612,156 in the aggregate in annual premiums for the Casualty Policies. As of the Filing Date, the Debtor owes approximately $260,125 on account of the current premiums for the Casualty Policies. The Debtor timely remits payments to cover its Casualty Policies and as of the Filing Date no premiums on account of the Casualty Policies are accrued and unpaid. (iii) Management Liability Policy. 13. The Debtor maintains an Insurance Policy that covers management and employee liability (the “Management Liability Policy”) with Federal Insurance Company. The Management Liability Policy provides financial protection for the Debtor and its directors and officers in the event that they suffer a loss as a result of the actions of their employees or are sued in conjunction with the performance of their duties as they relate to the Debtor. 14. The Debtor maintains a policy that covers, among other things, (a) directors’ and officers’ liability; (b) fiduciary liability for wrongful acts committed, attempted or allegedly attempted, or the failure to act, by any person for whose wrongful acts or omissions the Debtor is legally liable; (c) employment-related claims against the Debtor, such as harassment and discrimination; (d) kidnap, ransom and extortion payments related to any associate of the Debtor who is kidnapped, held for ransom, or extorted during the course of employment with Debtor, which includes ransom payments and any other costs associated with extricating such associate;

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and (e) crime and the loss of corporate assets resulting from employee theft and dishonesty, loss of money and securities inside and outside the Debtor’s premises, counterfeit currency, and forgery. 15. The Debtor’s Management Liability Policy provides coverage through August 17, 2021. The Debtor incurs approximately $30,930 in the aggregate in annual premiums to cover the Management Liability Policy and still owes approximately $15,833 on account of the current premiums for the Management Liability Policy. However, the Debtor timely remits payments to cover its Management Liability Policy, and, as of the Filing Date, all of the premiums due and owing for the Management Liability Policy were paid in the ordinary course of business. Accordingly, the Debtor believes there are no outstanding amounts that have accrued prepetition and are unpaid on account of the Management Liability Policy. (iv) The Workers’ Compensation Policy. 16. The Debtor maintains an Insurance Policy that covers workers’ compensation claims (the “Workers’ Compensation Policy”) with Liberty Insurance Company. The Debtor’s policy provides coverage through August 17, 2021. The Debtor incurs approximately $390,069 in annual premiums for the Workers’ Compensation Policy. The Debtor timely remits payments to cover its Workers’ Compensation Policies and, as of the Filing Date, the Debtor has paid approximately $279,610 of the current premiums for the Workers’ Compensation Policy. Accordingly, the Debtor still owes approximately $110,459 on account of the current premiums for the Workers’ Compensation Policies. The Debtor estimates that, as of the Filing Date, no premiums on account of the Workers’ Compensation Policy have accrued and remain unpaid.3 3 The Debtor also pays certain workers’ compensation claims. Authority to pay such claims has been requested in its Motion for Order (I) Granting Expedited Relief; (II) Authorizing Debtor to Pay Prepetition Employee Compensation, Benefits, Workers’ Compensation Obligations, and

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B. The Brokers. 17. The Debtor employs Lockton Companies as its insurance broker (the “Broker”) to assist it with the procurement and negotiation of its Insurance Policies. The Broker provides services to and receives compensation (the “Broker Fees”) from the Debtor pursuant to certain contracts with the Debtor. The Debtor pays an annual fee of approximately $6,750 to the Broker. The remainder of the Broker Fees are built into the various premiums described above. The Debtor believes that no amount has accrued prepetition and remains unpaid on account of the Broker Fees as of the Filing Date. RELIEF REQUESTED 18. The Debtor seeks entry of an order authorizing, but not directing, the Debtor to (i) continue and renew its Insurance Policies, or obtain new insurance policies, as needed as needed in the ordinary course of business, and (ii) honor all of its prepetition and postpetition obligations. 19. The Debtor also seeks entry of an order authorizing its Banks to receive, process, honor, and pay checks or electronic transfers used by the Debtor to pay the foregoing and to rely on the representations of such Debtor as to which checks are issued and authorized to be paid in accordance with this Motion. EXPEDITED RELIEF 20. The Debtor requests expedited relief on this Motion. Previously and concurrently herewith 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 enable the Debtor to remain current on its Insurance Obligations, alleviate the risk of losing its insurance Other Related Amounts; and (III) Authorizing Payroll Provider and Financial Institutions to Honor and Process Checks and Transfers Related to Such Relief filed concurrently with this and the Debtor’s other initial motions.

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coverage and accruing significant uninsured losses and penalties for failing to maintain required insurance coverage, and protect third parties benefitting from the Debtor’s policies. 21. Pursuant to Local Rule 9013-2, this Motion is verified and is accompanied by a Memorandum of Law, proposed order and proof of service. 22. 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. REQUEST FOR WAIVER OF STAY 23. In addition, by this Motion, the Debtor seeks a waiver of any stay of the effectiveness of the order approving 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.” As discussed above, the Debtor requires immediate relief to continue ordinary business operations for the benefit of all parties in interest. Accordingly, the Debtor submits that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h), to the extent that it applies. NO PREVIOUS REQUEST 24. No previous request for the relief sought herein has been made by the Debtor to this or any other court. WHEREFORE, the Debtor respectfully moves the Court for an order A. Granting expedited relief;

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B. Authorizing the Debtor to pay the Insurance Obligations, whether relating to the period before or after the Filing Date; C. Authorizing the Banks to honor and process related checks and transfers; and D. Granting such other and further relief as the Court may deem just and equitable. Dated: January 11, 2021 /e/ Samuel M. Andre 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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Table 1 on page 11. Back to List of Tables
Policy Type Effective Expiration Issuing Co Billing Co Policy # Premium SL Tax SL Fee Other Taxes
Fees
Total
GL 8/17/2020 8/17/2021 Liberty Insurance Company Liberty Mutual Insurance XXXXXX $ 281,596.00 $ - $ - $ - $ 281,596.00
Auto 8/17/2020 8/17/2021 Liberty Insurance Company Liberty Mutual Insurance XXXXXX $ 23,070.00 $ - $ - $ - $ 23,070.00
WC 8/17/2020 8/17/2021 Liberty Insurance Company Liberty Mutual Insurance XXXXXX $ 385,596.00 $ 4,993.00 $ 390,589.00
Property 8/17/2020 8/17/2021 Affiliated FM FM Global Group XXXXXX $ 294,382.00 $ - $ - $ - $ 294,382.00
Umbrella ($10M) 8/17/2020 8/17/2021 Everest National Insurance Company Everest National Insurance
Company
XXXXXX $ 150,000.00 $ - $ - $ 150,000.00
XS- (10x10) 8/17/2020 8/17/2021 Federal Insurance Company Chubb XXXXXX $ 54,280.00 $ - $ - $ - $ 54,280.00
XS - Firearms 10/12/2020 8/17/2021 Cincinnati Specialty Underwriters Insurance
Company
CSU Producer Resources, Inc. XXXXXX $ 77,421.00 $2,710.00 £ 58.00 $ 35.00 $ 80,224.00
D&O/EPL/FID/Crime
Pkg
8/17/2020 8/17/2021 Federal Insurance Company Chubb XXXXXX $ 30,277.00 $ 30,277.00
Cyber Liability 8/17/2020 8/17/2021 Beazley Insurance Co. Beazley XXXXXX $ 19,730.00 $ 19,730.00

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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 AN ORDER (I) AUTHORIZING CONTINUATION OF, AND PAYMENT OF, PREPETITION OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH VARIOUS INSURANCE POLICIES, AND (II) AUTHORIZING BANKS TO HONOR AND PROCESS CHECKS AND ELECTRONIC TRANSFER REQUESTS RELATED THERETO 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 substantially in the form filed herewith (i) granting expedited relief, (ii) authorizing the Debtor to pay certain prepetition obligations incurred in the ordinary course of business in connection with various insurance policies, and (iii) authorizing financial institutions to honor and process related checks and transfers.1 The Motion should be granted because the Debtor risks losing its insurance coverage if it experiences delays in payment of its postpetition insurance obligations, which could subject it to significant uninsured liability and penalties for failure to maintain insurance as required under applicable law and put innocent third parties at risk for loss due to potential injuries. The requested relief will also ensure as smooth 1 Nothing in this Motion should be construed as an assumption of any executory contract or unexpired lease between the Debtor and any other party, nor should it be construed as a rejection of any executory contract or unexpired lease with any creditor. The Debtor reserves the right to contest the amount claimed to be due by any person or entity.

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a transition as possible into chapter 11 for the Debtor. 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. 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 grant the motion on an expedited basis. The granting of this Motion on an expedited basis will enable the Debtor to remain current on its outstanding insurance obligations. If expedited relief is not granted and the Debtor is not able to remain current on such obligations, it is possible that the Debtor could lose its insurance coverage, which could cause it to face significant uninsured liabilities and place it in violation of applicable laws requiring it to maintain certain insurance policies. These uninsured liabilities and violations could require the use of funds vital to the Debtor’s reorganization efforts and would likely distract key personnel, whose full-time attention to the Debtor’s reorganization efforts is required and would likely cause potential business disruptions. Any such business disruptions would likely erode the Debtor’s business operations and negatively impact this chapter 11 case. Additionally, the failure to maintain insurance could place innocent third parties at risk of insufficient funds for recovery of injuries that would currently be covered by the Debtor’s insurance policies. Accordingly, expedited relief requested is necessary to avoid immediate and irreparable harm, and cause exists

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to reduce the notice period of the Motion. II. HONORING THE INSURANCE POLICY OBLIGATIONS IS WARRANTED UNDER SECTION 363(B) OF THE BANKRUPTCY CODE. Section 363 of the Bankruptcy Code provides, in relevant part, that “[t]he [debtor], after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate . . . .” 11 U.S.C. § 363(b)(1). Under section 363(b), courts require only that the debtor “show that a sound business purpose justifies such actions.” Dai-Ichi Kangyo Bank, Ltd. v. Montgomery Ward Holding Corp. (In re Montgomery Ward Holding Corp.), 242 B.R. 147, 153 (D. Del. 1999) (citations omitted); see also Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983); In re Adelphia Commc’ns Corp., No. 02-41729 (REG), 2003 WL 22316543, at *30 (Bankr. S.D.N.Y. Mar. 4, 2003); In re Phx. Steel Corp., 82 B.R. 334, 335-36 (Bankr. D. Del. 1987). Moreover, “[w]here the debtor articulates a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to the debtor’s conduct.” Comm. of Asbestos-Related Litigants v. Johns-Manville Corp. (In re JohnsManville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986) (citation omitted); see also Stanziale v. Nachtomi (In re Tower Air, Inc.), 416 F.3d 229, 238 (3d Cir. 2005) (“Overcoming the presumptions of the business judgment rule on the merits is a near-Herculean task.”). The Debtor has satisfied the business judgment standard. First, the coverage provided under the Insurance Policies is essential for preserving the value of the Debtor’s assets and, in many instances, such coverage is required by various regulations, laws, and contracts that govern the Debtor’s business operations. Indeed, section 1112(b)(4)(C) of the Bankruptcy Code provides that “failure to maintain appropriate insurance that poses a risk to the estate or to the public” is “cause” for mandatory conversion or dismissal of a chapter 11 case. 11 U.S.C. § 1112(b)(4)(C).

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Moreover, maintenance of insurance policies is required by the operating guidelines established by the Office of the United States Trustee. See U.S. Trustee Manual, § 3-3.2.3 (Oct. 2020) (“A debtor must maintain appropriate insurance coverage, and documentation regarding the existence of the coverage must be provided to the United States Trustee as early in the case as possible.”). Second, if the Debtor fails to perform its obligations under the Insurance Policies, its coverage thereunder could be voided. Such a disruption of the Debtor’s insurance coverage could expose the Debtor to serious risks, including but not limited to: (a) direct liability for the payment of claims that otherwise would have been payable by the Insurers; (b) material costs and other losses that otherwise would have been reimbursed by the Insurers under the Insurance Policies; (c) the loss of good standing certification in jurisdictions that require the Debtor to maintain certain levels of insurance coverage; (d) the inability to obtain similar types of insurance coverage; and (e) higher costs for re-establishing lapsed policies or obtaining new insurance coverage. Any or all of these consequences could cause serious harm to the Debtor’s business. Granting the relief requested herein will enhance the likelihood of the Debtor’s successful rehabilitation, thereby furthering one of the main goals of chapter 11: “facilitating the continued operation and rehabilitation of the debtor . . . .” In re Ionosphere Clubs, 98 B.R. 174, 176 (Bankr. S.D.N.Y. 1989). The Debtor may also need to renew or replace certain of the Insurance Policies during the course of this Chapter 11 case or enter into new policies. If the Debtor does not pay prepetition amounts owing, including upward and/or downward adjustments, in respect of the Insurance Policies, there is a risk that the Insurers will refuse to renew the Insurance Policies. Although the Debtor believes that the renewal, modification, or new execution of the Insurance Policies would constitute ordinary course transactions not requiring Court approval, the Debtor nevertheless seeks authority to continue to renew and modify the Insurance Policies in

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order to assure the Debtor’s Insurers that the Debtor has full authority with respect to new or modified arrangements without the need to obtain further approval from the Court. III. HONORING THE INSURANCE POLICY OBLIGATIONS IS WARRANTED UNDER THE DOCTRINE OF NECESSITY. The Court may authorize payment of prepetition claims under section 105(a) of the Bankruptcy Code. Section 105(a) of the Bankruptcy Code, which codifies the equitable powers of the bankruptcy court, empowers courts to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Under section 105(a) of the Bankruptcy Code, courts may permit pre-plan payments of prepetition obligations when essential to the continued operation of the debtor’s business. See, e.g., In re Just for Feet, Inc., 242 B.R. 821, 825 (D. Del. 1999). Specifically, the Court may use its power under section 105(a) of the Bankruptcy Code to authorize payment of prepetition obligations pursuant to the “doctrine of necessity” (also referred to as the “necessity of payment” rule). In re Ionosphere Clubs, Inc., 98 B.R. at 175-76. For example, the United States Court of Appeals for the Third Circuit recognized the “necessity of payment” doctrine in In re Lehigh and New Eng. Ry. Co., 657 F.2d 570, 581 (3d Cir. 1981). The Third Circuit held that a court could authorize the payment of prepetition claims if such payment was essential to the continued operation of the debtor. Id. (stating a court may authorize payment of prepetition claims when there “is the possibility that the creditor will employ an immediate economic sanction, failing such payment”); see also Official Comm. of Unsecured Creditors of Motor Coach Indus. Int’l, Inc. v. Motor Coach Indus. Int’l, Inc. (In re Motor Coach Indus. Int’l, Inc.), No. 08-12136 BLS, 2009 WL 330993, at *3 (D. Del. Feb. 10, 2009) (denying a stay pending appeal on the grounds that there is not a serious basis to challenge the doctrine of

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necessity in the Third Circuit); Just for Feet, Inc., 242 B.R. at 824-26 (noting that the Third Circuit permits debtors to pay prepetition claims that are essential to continued operation of business). Here, honoring the Debtor’s obligations with regards to the Insurance Policies is warranted under the doctrine of necessity. As described above, continuation of the Insurance Policies is essential to preserve the value of the Debtor’s assets and minimize exposure to risk. Furthermore, insurance coverage is required by the Office of the United States Trustee as well as various jurisdictions in which the Debtor operates. IV. THE COURT SHOULD AUTHORIZE APPLICABLE BANKS TO HONOR CHECKS AND ELECTRONIC FUND TRANSFERS IN ACCORDANCE WITH THE MOTION. In connection with the foregoing, the Debtor respectfully requests that the Court (a) authorize all applicable Banks to receive, process, honor, and pay all checks and transfers issued by the Debtor in accordance with this Motion, without regard to whether any checks or transfers were issued before or after the Filing Date; (b) provide that all Banks may rely on the representations of the Debtor with respect to whether any check or transfer issued or made by the Debtor before the Filing Date should be honored pursuant to this Motion (such banks and other financial institutions having no liability to any party for relying on such representations by the Debtor provided for herein); and (c) authorize the Debtor to issue replacement checks or transfers to the extent any checks or transfers that are issued and authorized to be paid in accordance with this Motion are dishonored or rejected by the Banks. V. WAIVER OF STAY IS WARRANTED. 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.” As set forth in the Motion, the Debtor requires immediate relief

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to continue ordinary business operations and avoid loss of insurance coverage and the risk of significant uninsured liabilities for the benefit of all parties in interest, including the safety of in-store customers and employees. Accordingly, the Debtor submits that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h), to the extent that it applies. CONCLUSION For the foregoing reasons, the Debtor respectfully requests that the Court grant the relief requested in the Motion. Dated: January 11, 2021 /e/ Samuel M. Andre 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 71779358

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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 GRANTING EXPEDITED RELIEF AUTHORIZING CONTINUATION OF, AND PAYMENT OF, PREPETITION OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH VARIOUS INSURANCE POLICIES, AND AUTHORIZING BANKS TO HONOR AND PROCESS CHECKS AND ELECTRONIC TRANSFER REQUESTS RELATED THERETO This case came before the court on the Motion for an Order (I) Authorizing Continuation of, and Payment of, Prepetition Obligations Incurred in the Ordinary Course of Business in Connection with Various Insurance Policies, and (II) Authorizing Banks to Honor and Process Checks and Electronic Transfer Requests Related Thereto (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, without interruption and in accordance with the same practices and procedures as were in effect before January 10, 2021 (the “Filing Date”), to maintain and honor all of its prepetition Insurance Obligations, as defined in the Motion, under or in connection with the Insurance Policies, as defined in the Motion. 3. The Debtor is authorized to renew or to obtain new insurance policies or to execute other agreements in connection with the Insurance Policies, as defined in the Motion. 4. Each of the Debtor’s banks or other financial institutions is authorized to honor checks presented for payment and all fund transfer requests made by the Debtor, to the extent that

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sufficient funds are on deposit in the applicable accounts, in accordance with this Order and any other order of this Court. 5. The Debtor is authorized, but not directed, to issue postpetition checks, or to effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests in connection with any Insurance Obligations, as defined in the Motion, that are dishonored or rejected. 6. Nothing in the Motion or this order, or the Debtor’s payment of any claims pursuant to this order, shall be deemed or construed as: (a) an admission as to the validity of any claim or lien against the Debtor or its estate; (b) a waiver of the Debtor’s right to dispute any claim or lien; (c) an admission of the priority status of any claim, whether under section 503(b)(9) of the Bankruptcy Code or otherwise; or (d) a modification of the Debtor’s right to seek relief under any section of the Bankruptcy Code on account of any amounts owed or paid on account of any Insurance Policies. 7. Nothing herein shall be deemed to constitute the postpetition assumption of any executory contract under section 365 of the Bankruptcy Code or authority to lift or modify the automatic stay set forth in section 362 of the Bankruptcy Code. To the extent that the Insurance Policies, the Insurance Obligations, or the Workers’ Compensation Policy, all as defined in the Motion, or any related contracts or agreements are deemed executory contracts under section 365 of the Bankruptcy Code, neither the relief granted hereby nor any actions or payments made by the Debtor pursuant to this order shall be deemed an assumption or rejection of any such contract or agreement pursuant to section 365 of the Bankruptcy Code, or that any such contract or agreement is an executory contract under section 365 of the Bankruptcy Code.

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8. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 9. Notwithstanding Fed. R. Bankr. P. 6003 and the possible applicability of Fed. R. Bankr. P. 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 71795282