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Full title: Motion to limit notice 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, 16 pages and 0 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 JOINT MOTION TO LIMIT NOTICE 1. Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) and the Official Committee of Unsecured Creditors (the “Committee”) move the Court for the relief requested below and give notice of hearing. 2. 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. 3. 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. 4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Bankruptcy Rule 5005, and Local Rule 1070-1. This is a core proceeding. The petition

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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. 5. This Motion arises under section 105(a) of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rule 2002, and Local Rules 2002-1, 2002-4, 9013-3, and 9029-1. This Motion is filed under Bankruptcy Rule 9014 and Local Rules 9013-1 through 9013-3. The Debtor and the Committee request an order limiting service for certain pleadings to a Master Service List, as defined below, in this case moving forward.1 BACKGROUND 6. On the Filing Date, the Debtor filed a voluntary petition for relief pursuant to 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. 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 are set forth below and are verified by Matthew Whebbe, as evidenced by the attached verification. 1 Local Rules 2002-1(b)(2) and 9013-3(a)(2) suggest that a party in interest may seek to limit the notice required under the Local Rules. However, Local Rule 2002-1(b) solely provides for an application requesting “an order expanding such notice” (emphasis added) and is silent regarding an application to limit such notice. Consequently, the Debtor and the Committee are seeking relief through this Motion under Bankruptcy Rule 2002(i) and (m).

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8. As of the date of this Motion, the creditor matrix maintained by the Court contained approximately 1,366 creditors, which does not include the Debtor’s employees or members of the Debtor’s customer programs.2 9. Under Local Rule 9013-3(a)(2), moving documents in a chapter 11 case must be served on: (1) the debtor; (2) the trustee or examiner; (3) each entity against whom relief is sought; (4) each entity claiming a lien or other interest in property if any property is involved; and (5) any other entity required to be served by the Federal Rules of Bankruptcy Procedure or the Local Rules.” (emphasis added). 10. While Local Rule 2002-1(b)(2), appears to limit notices required under Bankruptcy Rule 2002(a)(2), (a)(3), and (a)(7) by referencing the list under Local Rule 9013-3(a)(2), the inclusion of “any other entity required to be served by the Federal Rules of Bankruptcy Procedure” in Local Rule 9013-3(a)(2) appears to contradictorily require full notice under Bankruptcy Rule 2002(a)(2), (a)(3), and (a)(7). Further, Local Rule 2002-1(b)(2) does not contain any provision permitting limited notice related to the requirements of Bankruptcy Rule 2002(a)(6). 11. Due to the substantial number of creditors in this case and the expectation that the number may grow as proofs of claim are filed,3 the Debtor and the Committee are concerned 2 The Debtor previously filed a Motion for Order (I) Granting Expedited Relief and (II) Approving the Debtor’s Proposed Notice Procedures for Employees, Enrollees in the Debtor’s Customer Programs, and Gift Card Holders [Docket No. 13], which the Court granted on January 14, 2021 [Docket No. 42]. The Debtor does not seek to change or modify those procedures in this Motion. 3 The Debtor believes that it has identified all of its known creditors based on its books and records and listed those creditors on the Debtor’s schedules [Docket No. 128]. However, nothing prohibits any party from asserting a claim in the case by filing a proof of claim. Additionally, in other retail cases, gift card holders have filed proofs of claim. For instance, in

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about the cost of serving pleadings on all of the parties identified on the current creditor matrix. For example, the Debtor’s noticing agent, Donlin, Recano & Company, Inc. (“Donlin”), estimates that the cost of serving this Motion on all creditors will be over $9,000. RELIEF REQUESTED 12. To alleviate the cost burden on the bankruptcy estate, the Debtor and the Committee request that the Court establish a master service list (the “Master Service List”) containing the following parties: A. the Debtor and its counsel; B. the Committee and its counsel; C. the Office of the United States Trustee for the District of Minnesota; D. creditors who claim to hold security interests or liens in property of the estate, including Second Avenue Capital Partners, LLC, CIT Northbridge Credit LLC, STIHL, Inc., and Worldwide Distributors, together with any of their known counsel; E. the Internal Revenue Service; F. the Collection Division of the Minnesota Department of Revenue; G. the United States Attorney General for the District of Minnesota; and H. all parties who have requested notice pursuant to Bankruptcy Rule 2002, together with any of their known counsel. (the “Master Service List Parties”). 13. Donlin shall maintain the Master Service List on the Debtor’s case website, which will be accessible to all parties in interest. At least every 15 days, Donlin will update the Master Service List by making any additions and deletions. 14. For any court filing for which a particular notice is required to be served on all creditors, including under Bankruptcy Rules 2002(a)(2), (a)(3), and (a)(6), 4001, 6004, 6007, and the Gander Mountain bankruptcy case, over 21,000 proofs of claim were filed by gift card holders.

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9019, parties shall serve such court filings only on the Master Service List Parties and each other entity against whom relief is directly sought, unless otherwise ordered by the Court. 15. The requirement to serve notice only on the Master Service List Parties shall not apply to the following notices of matters or proceedings described in the following Bankruptcy Rules: A. Bankruptcy Rule 2002(a)(1) (meeting of creditors pursuant to section 341 of the Bankruptcy Code); B. Bankruptcy Rule 2002(a)(2) (any proposed use, sale, or lease of property of the estate other than in the ordinary course of business, to the extent that such use, sale, or lease concerns all or substantially all of the Debtors’ assets); C. Bankruptcy Rule 2002(a)(4) (hearing on the dismissal of a case or cases or the conversion of a case to another chapter); D. Bankruptcy Rule 2002(a)(5) (time fixed to accept or reject a proposed modification of a chapter 11 plan); E. Bankruptcy Rule 2002(a)(6) (hearing on any entity’s final request for compensation or reimbursement of expenses); F. Bankruptcy Rule 2002(a)(7) (time fixed for filing a proof of claim pursuant to Bankruptcy Rule 3003(c)); G. Bankruptcy Rule 2002(b)(1) (time fixed for filing objections to and any hearing to consider approval of a disclosure statement); H. Bankruptcy Rule 2002(b)(2) (time fixed for filing objections to and any hearing to consider confirmation of a chapter 11 plan); I. Bankruptcy Rule 2002(d) (certain matters for which notice is to be provided to equity security holders); J. Bankruptcy Rule 2002(f)(1) (entry of an order for relief); K. Bankruptcy Rule 2002(f)(2) (dismissal or conversion of a case to another chapter of the Bankruptcy Code); L. Bankruptcy Rule 2002(f)(3) (time allowed for filing claims pursuant to Bankruptcy Rule 3002);

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M. Bankruptcy Rule 2002(f)(6) (waiver, denial, or revocation of a discharge as provided in Bankruptcy Rule 4006); N. Bankruptcy Rule 2002(f)(7) (entry of an order confirming a chapter 11 plan); and O. Bankruptcy Rule 2002(f)(8) (summary of the trustee’s final report and account should a case be converted to chapter 7 of the Bankruptcy Code). 16. Pursuant to Local Rule 9013-2, this Motion is verified and is accompanied by a Memorandum of Law, proposed order, and proof of service. 17. 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 and the Committee respectfully move the Court for an order A. Approving the Master Service List and authorizing the Debtor, the Committee, and any other party in interest to serve certain pleadings referenced herein only on the Master Service List Parties in satisfaction of Bankruptcy Rule 2002 and Local Rule 9013-3; and B. Granting such other and further relief as the Court deems just and equitable.

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Respectfully submitted, FREDRIKSON & BYRON, P.A. Dated: February 24, 2021 By: /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) 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 ATTORNEYS FOR THE DEBTOR -and-

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BASSFORD REMELE A Professional Association Dated: February 24, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (#0389368) 100 South Fifth Street, Suite 1500 Minneapolis, MN 55402 Telephone: (612) 333-3000 Facsimile: (612) 333-8829 Email: jklobucar@bassford.com and Douglas S. Draper, LA Bar # 5073 (admitted pro hac vice) Leslie A. Collins, LA Bar # 14891 (admitted pro hac vice) Greta M. Brouphy, LA Bar # 26216 (admitted pro hac vice) HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Telephone: (504) 299-3300 Facsimile: (504) 299-3399 Email: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

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VERIFICATION I, Steven R. Kinsella, an attorney with Fredrikson & Byron, P.A., chapter 11 counsel for 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 /e/ Steven R. Kinsella Steven R. Kinsella

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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 IN SUPPORT OF JOINT MOTION TO LIMIT NOTICE Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) and the Official Committee of Unsecured Creditors (the “Committee”) submit this memorandum in support of their Joint Motion to Limit Notice (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 The Bankruptcy Code empowers courts to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [title 11 of the United States Code].” 11 U.S.C. § 105(a). Bankruptcy Rule 2002(m) states that “[t]he court may from time to time enter orders designating the matters in respect to which, the entity to whom, and the form and manner in which notices shall be sent except as otherwise provided by these rules.” Fed. R. Bankr. P. 2002(m). Bankruptcy Rule 2002(i) permits a court to “order that notices required by subdivision (a)(2), (3) and (6) of this rule be transmitted to the United States trustee and be mailed only to the committees elected under § 705 or appointed under § 1102 of the Code or their authorized agents and to the creditors and equity security holders who serve on the trustee or debtor in possession

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and file a request that all notices be mailed to them. Fed. R. Bankr. P. 2002(i). Furthermore, while certain Local Rules describe notice and service requirements for various types of motions and on different types of individuals or entities, this Court may suspend any Local Rules, including rules regarding notice and service, for “good cause.” Local Rule 9029-1(b). As further described in the Motion, good cause exists here to approve the Master Service List and authorize the Debtor, the Committee, and any other party in interest to serve pleadings on the Master Service List Parties in the circumstances outlined in the Motion. There are over 1,300 creditors listed on the creditor matrix and service on all of the creditors represents a substantial burden on the Debtor and its estate. Moreover, the Committee has been appointed and represents the interests of the general unsecured creditors. Finally, the Debtor and the Committee are only requesting to limit service to the Master Service List Parties with respect to certain pleadings; motions to sell substantially all of the assets of the Debtor, motions to convert or dismiss the case, final fee applications, or any plan or disclosure statement must be served on the full list of creditors as ordinarily required by the Bankruptcy Rules. CONCLUSION For the foregoing reasons, the Debtor and the Committee respectfully request that the Court enter an order granting the relief requested in the Motion.

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Respectfully submitted, FREDRIKSON & BYRON, P.A. Dated: February 24, 2021 By: /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) 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 ATTORNEYS FOR THE DEBTOR -and-

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BASSFORD REMELE A Professional Association Dated: February 24, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (#0389368) 100 South Fifth Street, Suite 1500 Minneapolis, MN 55402 Telephone: (612) 333-3000 Facsimile: (612) 333-8829 Email: jklobucar@bassford.com and Douglas S. Draper, LA Bar # 5073 (admitted pro hac vice) Leslie A. Collins, LA Bar # 14891 (admitted pro hac vice) Greta M. Brouphy, LA Bar # 26216 (admitted pro hac vice) HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Telephone: (504) 299-3300 Facsimile: (504) 299-3399 Email: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com Counsel for the Official Committee of Unsecured Creditors 72186340 v1

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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 JOINT MOTION TO LIMIT NOTICE This case came before the court on the Joint Motion to Limit Notice (the “Motion”) filed by Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) and the Official Committee of Unsecured Creditors (the “Committee”). Based on the Motion and the record, IT IS ORDERED: 1. A master service list (the “Master Service List”) shall be established in this case containing the following parties: A. the Debtor and its counsel; B. the Committee and its counsel; C. the Office of the United States Trustee for the District of Minnesota; D. creditors who claim to hold security interests or liens in property of the estate, including Second Avenue Capital Partners, LLC, CIT Northbridge Credit LLC, STIHL, Inc., and Worldwide Distributors, together with any of their known counsel; E. the Internal Revenue Service; F. the Collection Division of the Minnesota Department of Revenue; G. the United States Attorney General for the District of Minnesota; and H. all parties who have requested notice pursuant to Bankruptcy Rule 2002, together with any of their known counsel. (the “Master Service List Parties”).

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2. The Debtor’s noticing agent, Donlin, Recano & Company, Inc. (“Donlin”), shall maintain the Master Service List on the Debtor’s case website, which will be accessible to all parties in interest, and Donlin shall update the Master Service List every 15 days. 3. For any court filing for which a particular notice is required to be served on all creditors, including under Bankruptcy Rules 2002(a)(2), (a)(3), and (a)(6), 4001, 6004, 6007, and 9019, parties shall serve such court filings only on the Master Service List Parties and each other entity against whom relief is directly sought, unless otherwise ordered by this court. 4. The requirement to serve notice only on the Master Service List Parties shall not apply to the following notices of matters or proceedings described in the following Bankruptcy Rules: A. Bankruptcy Rule 2002(a)(1) (meeting of creditors pursuant to section 341 of the Bankruptcy Code); B. Bankruptcy Rule 2002(a)(2) (any proposed use, sale, or lease of property of the estate other than in the ordinary course of business, to the extent that such use, sale, or lease concerns all or substantially all of the Debtors’ assets); C. Bankruptcy Rule 2002(a)(4) (hearing on the dismissal of a case or cases or the conversion of a case to another chapter); D. Bankruptcy Rule 2002(a)(5) (time fixed to accept or reject a proposed modification of a chapter 11 plan); E. Bankruptcy Rule 2002(a)(6) (hearing on any entity’s final request for compensation or reimbursement of expenses); F. Bankruptcy Rule 2002(a)(7) (time fixed for filing a proof of claim pursuant to Bankruptcy Rule 3003(c)); G. Bankruptcy Rule 2002(b)(1) (time fixed for filing objections to and any hearing to consider approval of a disclosure statement); H. Bankruptcy Rule 2002(b)(2) (time fixed for filing objections to and any hearing to consider confirmation of a chapter 11 plan); I. Bankruptcy Rule 2002(d) (certain matters for which notice is to be provided to equity security holders);

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J. Bankruptcy Rule 2002(f)(1) (entry of an order for relief); K. Bankruptcy Rule 2002(f)(2) (dismissal or conversion of a case to another chapter of the Bankruptcy Code); L. Bankruptcy Rule 2002(f)(3) (time allowed for filing claims pursuant to Bankruptcy Rule 3002); M. Bankruptcy Rule 2002(f)(6) (waiver, denial, or revocation of a discharge as provided in Bankruptcy Rule 4006); N. Bankruptcy Rule 2002(f)(7) (entry of an order confirming a chapter 11 plan); and O. Bankruptcy Rule 2002(f)(8) (summary of the trustee’s final report and account should a case be converted to chapter 7 of the Bankruptcy Code). Dated: ______________________________ William J. Fisher United States Bankruptcy Judge