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Full title: Affidavit (re:175 Motion to sell property free and clear of liens) filed by Tea Olive I, LLC. (Brand, James) (Entered: 03/03/2021)

Document posted on Mar 2, 2021 in the bankruptcy, 29 pages and 1 tables.

List of 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. DECLARATION OF JAMES C. BRAND I, James C. Brand, hereby declare, pursuant to section 1746 of title 28 of the United States Code, as follows: 1. I am an attorney with the law firm Fredrikson & Byron, P.A., counsel for the Debtor in this case. 2. Attached hereto as Exhibit A is the Asset Purchase Agreement dated March 2, 2021 by and between Tea Olive I, LLC and R.P. Acquisition Corporation (the “APA”). 3. Based on negotiations between the parties, there have been several changes to the APA as compared to the chart in paragraph 19 of the Notice of Hearing and Motion for an Order (I) Granting Expedited Relief, (II) Approving Sale Free and Clear of Liens and Interests, and (III) Approving the Assumption and Assignment of Certain Contracts and Leases [ECF No. 175]. The principal terms are summarized below as a convenience to parties in interest. In the case of any inconsistency, the terms of the APA will control over the summary below.

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Table 1 on page 2. Back to List of Tables
Cash Consideration $1,750,000
Acquired Assets All assets, properties, rights, interests, benefits and privileges
of whatever kind or nature, both tangible and intangible, real
and personal, whether located at an Excluded Location
(provided that Purchaser will not acquire any real property
rights with respect to Excluded Locations) or an Acquired
Location, that are owned by Seller (except only for the
Excluded Assets) to the extent that such assets, properties,
rights, interests, benefits, and privileges are transferable under
applicable Law, the Bankruptcy Code or otherwise.
Excluded Assets Specified assets, including Equipment sold by Tiger and B.
Riley pursuant to the Consulting Agreement prior to the date
of the APA, cash and cash equivalents, receivables and rights
to payment (including credit card receivables), deposits,
refunds, contract rights for contracts not assumed, and causes
of action, including any avoidance actions of the bankruptcy
estate
Contracts and Leases Assignment of designated contracts and leases, with cure
costs to be paid by Purchaser; contracts and leases to be
designated by March 10, 2021
Contingencies No financing contingency
Purchaser may terminate APA by March 10, 2021 if certain
modifications to lease terms are not accepted by
counterparties.
Affiliate Properties in Watseka, IL (warehouse), Lansing MI,
and Portage, WI may be removed if a Seller Affiliate enters
into a contract providing for the sale of one or more of the
Affiliate Properties prior to the Closing Date, with Purchaser
to have right of first refusal.
Closing To coincide with the end of the store closing sales, to be no
later than March 31, 2021
I declare under penalty of perjury that the foregoing is true and correct according to the best of my knowledge, information, and belief. Dated: March 3, 2021 James C. Brand____________________ James C. Brand 72318301 v1

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EXHIBIT A (Asset Purchase Agreement dated March 2, 2021 by and between Tea Olive I, LLC and R.P. Acquisition Corporation)

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ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered March 2, 2021, by and between Tea Olive I, LLC, a Minnesota limited liability company (“Seller”) and R.P. Acquisition Corporation, an Illinois corporation (“Purchaser”). RECITALS: WHEREAS, Seller is engaged in the business of owning and operating retail stores under the name “Stock + Field” in Illinois, Ohio, Indiana, Wisconsin, and Michigan (collectively, the “Business”); and WHEREAS, on January 10, 2021 (the “Initial Petition Date”), Seller filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Minnesota (the “Bankruptcy Court”), which case is being administered as Case No. 21-30037 (the “Chapter 11 Case”); WHEREAS, Seller continues in the possession and control of its assets and properties in accordance with §§ 1107 and 1108 of the Bankruptcy Code; and WHEREAS, Seller desires to sell to Purchaser substantially all of its assets that are used in connection with the conduct of the Business at all of Seller’s Locations, which include retail locations and warehouses, pursuant to the terms and conditions of this Agreement, and Purchaser desires to so purchase and acquire such assets from Seller, in accordance with §§ 363 and 365 of the Bankruptcy Code. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing premises, the representations, warranties, covenants, and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used herein, the following terms shall have the following meanings: “Acquired Locations” means the retail locations and warehouses of Seller listed on Schedule 1.1-AL, subject to adjustment as provided in Section 6.8 of this Agreement. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such first Person where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, through the ownership of voting securities, by contract, as trustee, executor or otherwise.

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“Alternative Transaction” means any transaction (or series of transactions) involving the direct or indirect sale, transfer, or other disposition (including a liquidation) of all, or a material portion of, the Acquired Assets (excluding, in each foregoing case, the sale of inventory by Seller conducted in the ordinary course of business or pursuant to the Consulting Agreement) to a purchaser or purchasers other than Purchaser or effecting any other transaction (including a chapter 11 plan) the consummation of which would be substantially inconsistent with the Transactions. “Ancillary Agreements” means any certificate, agreement, document, or other instrument to be executed and delivered in connection with this Agreement. “Avoidance Actions” means all avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including any preference or fraudulent conveyance claims). “Bankruptcy Petition” means the voluntary bankruptcy petition filed by Seller with the Bankruptcy Court on the Initial Petition Date. “Books and Records” means all books and records relating to the Acquired Assets, including but not limited to all such books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authorization), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research, files relating to Intellectual Property, information technology system data, emails, product costing modules, accounts receivable and accounts payable documents, and production work flows. “Business Day” means any day on which commercial banking institutions are open for business in Minneapolis, Minnesota. “Causes of Action” means any and all causes of action, defenses, and counterclaims accruing to Seller or that is property of an Estate based upon facts, circumstances and transactions that occurred prior to the Closing Date, including any Avoidance Actions. “Claim” has the meaning set forth in Section 101(5) of the Bankruptcy Code. “Consulting Agreement” means that certain agreement among Seller and Tiger Capital Group, LLC and B. Riley Retail Solutions, LLC. “Contracts” means all agreements, contracts, licenses, leases, warranties, commitments, purchase and sale orders, consensual obligations, promises, or undertakings, other than Employee Benefit Plans. “Cure Amounts” means all amounts, costs, and expenses required to be paid and obligations that must otherwise be satisfied under Sections 365(b)(1)(A) and (B) of the

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Bankruptcy Code in connection with assumption and assignment of the Assigned Contracts to Purchaser pursuant to Sections 363 and 365 of the Bankruptcy Code, which will include (but will not be limited to) unpaid amounts under leases that are Assigned Contracts plus a pro rata portion of the rent previously paid by Seller for the month in which Closing occurs based on the period beginning on the Closing Date and ending on the last day of the month in which the Closing Date occurs. “Designated Entity” means an entity that is an Affiliate of Purchaser, rather than Purchaser itself, that Purchaser may, at its option, designate to be the assignee of some or any of the Acquired Assets; provided that Purchaser will remain jointly and severally liable for all obligations designated to any Designated Entity under this Agreement. “Employee Benefit Plans” means (i) all “employee benefit plans” (as defined in §3(3) of ERISA), including any employee pension benefit plans; (ii) all employment, consulting, non-competition, employee non-solicitation, employee loan or other compensation agreements, and (iii) all bonus or other incentive compensation, equity or equity-based compensation, stock purchase, deferred compensation, change in control, severance, leave of absence, vacation, salary continuation, medical, life insurance or other death benefit, educational assistance, training, service award, dependent care, pension, welfare benefit or other material employee or fringe benefit plans, policies, agreements or arrangements, whether written or unwritten, qualified or unqualified, funded or unfunded and all underlying insurance policies, trusts and other funding vehicles, in each case currently maintained by or as to which a Seller has or could reasonably be expected to have any obligation or liability, contingent or otherwise, thereunder for current or former employees, directors or individual consultants of Seller. “Equipment” means all equipment, furnishing, furniture, fixtures, leasehold improvements, machinery, materials, tools, parts, vehicles, IT systems, hardware and software, computers and servers, telephones, machinery, materials, implements, signage, office supplies and all other tangible personal property of every kind and description. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and regulations and formal guidance issued thereunder. “Estate” means the estate of Seller created by § 541 of the Bankruptcy Code upon the filing of the Bankruptcy Petition. “Excluded Locations” means all retail locations operated by Seller other than the Acquired Locations. “Final Order” means an order of the Bankruptcy Court that has not been appealed, reversed, modified, amended, or stayed and the time to appeal from or to seek review or rehearing of such order has expired. “GAAP” means United States generally accepted accounting principles, as in effect from time to time. “Going Out of Business Sale” means the sale conducted under the terms of the Consulting Agreement.

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“Governmental Authorization” means any consent, franchise, license, registration, permit, order, or approval issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law, including, as the context may require, any declarations or filings with, or expiration of waiting periods imposed by, any such Governmental Body. “Governmental Body” means any (i) nation, state, county, city, town, borough, village, district or other jurisdiction, (ii) federal, state, local, municipal, foreign or other government, (iii) governmental or quasi-governmental body of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers), (iv) multinational organization or body, (v) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, or (vi) official of any of the foregoing. “Intellectual Property” means all trademarks, trade names, corporate names, company names, business names, product or brand names, service marks, patents, copyrights (including moral rights), and any applications for or registrations of any of the foregoing, works of authorship, know-how, logos, proprietary information, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, domain names, web sites, works of authorship and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing such as instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries) inventions, trade secrets, designs, manufacture and assembly instructions, and any other intellectual property or intangible property that are used in the Business as presently conducted and any rights relating to any of the foregoing. “Interest” means any Lien or Claim to the extent such Lien or Claim constitutes an “interest” under Section 363(f) of the Bankruptcy Code. “Law” means any applicable federal, state, local, municipal, foreign, international, multinational, or other constitution, law, ordinance, principle of common law, code, regulation, statute, or treaty. “Liability” means any and all obligations, liabilities, debts and commitments, whether known or unknown, asserted or unasserted, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, due or to become due, whenever or however arising (including whether arising out of any contract or tort based on negligence, strict lability, or otherwise) and whether or not the same would be required by GAAP to be reflected as a liability in financial statements or disclosed in the notes thereto. “Lien” means any mortgage, deed of trust, lien, pledge, charge, title, defect, security interest, pledge, leasehold interest or other legal or equitable encumbrance of any kind or nature, whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, material or nonmaterial, known or unknown. “Losses” means any claims, lawsuits, suits, Liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses,

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diminutions in value, fines, penalties, interest, charges, fees, expenses, judgments, decrees, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, attorneys’ fees, court costs and costs incurred in the investigation, defense and settlement of claims). “Material Adverse Change” means only such change, circumstance, or effect as shall have arisen after the date on which this Agreement shall have been executed by Seller and prior to the Closing that has a materially adverse effect on (i) the operations, assets, properties or condition (financial or otherwise) of the Business or the Acquired Assets taken as a whole, or (ii) the ability of any of the parties hereto to consummate the Transactions; provided, however, that no effect, change, event or occurrence arising out of or resulting from the following, shall constitute or be taken into account, individually or in the aggregate, in determining whether there has been or will be a Material Adverse Change: (a) general business or economic conditions in any of the geographical areas in which the Acquired Locations operate or affecting retail stores generally; (b) national or international political or social conditions, including the engagement by any country in hostilities, or the occurrence of any military or terrorist attack; (c) any event, change, occurrence or effect affecting United States financial, banking, or securities markets (including any disruption thereof or any decline in the price of securities generally or any market or index); (d) the occurrence of any act of God or other calamity or force majeure events; (e) changes in Law or GAAP; (f) the taking of any action expressly required by this Agreement or at the prior written request of Buyer or its Affiliates; (g) the negotiation, announcement or pendency of this Agreement or the consummation of the sale and assumption contemplated hereby or the identity, nature or ownership of Purchaser (or any Designated Entity); (h) any seasonal fluctuations in the Business; (i) any failure, in and of itself, to achieve any budgets, projections, forecasts, estimates, plans, predictions, performance metrics or operating statistics or the inputs into such items (whether or not shared with Purchaser or its Affiliates or representatives), (j) any breach by Purchaser (or any Designated Entity) of this Agreement; (k) any filing or motion made under sections 1113 or 1114 of the Bankruptcy Code; (l) SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemics or disease outbreaks (“COVID-19”) or any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or any other Law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, or (m) any effect resulting from the filing or pendency of the Seller’s Bankruptcy Case, any order of the Bankruptcy Court or any actions or omissions of Seller taken or not taken in order avoid a violation of such order; except, in the case of each of clauses (a), (b), (c), (d), or (e), to the extent that the Acquired Assets, the Assumed Liabilities, or the Business, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which Seller operates. “Person” means any individual, corporation, partnership, joint venture, trust, association, limited liability company, unincorporated organization, other entity, or governmental body or subdivision, agency, commission, or authority thereof. “Personal Information” means information, in any form, that could be used (alone or in combination with other information) to directly or indirectly identify, contact or track an individual. This includes, without limitation, information covered by any applicable Laws relating to the security, privacy, or processing of personal information in any form.

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“Related Person” means, with respect to any Person, all past, present, and future directors, officers, members, managers, stockholders, employees, controlling persons, agents, professionals, financial advisors, restructuring advisors, attorneys, accountants, investment bankers, Affiliates, or representatives of (i) any such Person and (ii) of any Affiliate of such Person. “Sale Hearing” means the hearing conducted by the Bankruptcy Court to approve the Transactions. “Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, capital stock, franchise, profits, withholding, social security (or similar excises), unemployment, disability, ad valorem, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, by any governmental authority responsible for imposition of any such tax (domestic or foreign). “Transactions” means the transactions contemplated by this Agreement and the Ancillary Agreements. “Trustee” means any trustee or fiduciary appointed to act on behalf of Seller or as successor to Seller. ARTICLE II SALE AND PURCHASE OF ASSETS 2.1 Sale and Purchase of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Purchaser (or the applicable Designated Entity) shall purchase from Seller, and Seller shall sell, assign, transfer, convey and deliver to Purchaser (or the applicable Designated Entity), all of Seller’s right, title and interest in and to all Acquired Assets (as defined below) in existence on the Closing Date, free and clear of all Interests pursuant to and to the maximum extent permitted by Sections 363 and 365 of the Bankruptcy Code. As used herein, the term “Acquired Assets” means all assets, properties, rights, interests, benefits and privileges of whatever kind or nature, both tangible and intangible, real and personal, whether located at an Excluded Location (provided that Purchaser will not acquire any real property rights with respect to Excluded Locations) or an Acquired Location, that are owned by Seller (except only for the Excluded Assets) to the extent that such assets, properties, rights, interests, benefits, and privileges are transferable under applicable Law, the Bankruptcy Code or otherwise. Without limiting the generality of the foregoing, the term “Acquired Assets” shall include all of Seller’s right, title, and interest in and to the following (except to the extent any of the following are expressly included within the Excluded Assets): (a) all inventory remaining after Seller’s liquidation sale, whether on-site or on order, including inventory held at any location controlled by Seller or third parties and inventory previously purchased and in transit to Seller at such locations;

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(b) all Equipment owned by Seller and located at any retail store or warehouse of Seller (each, a “Location”) as of the Closing Date (which, for the avoidance of doubt, will not include any Equipment sold by Tiger and B. Riley pursuant to the Consulting Agreement prior to the date of this Agreement that nonetheless remains at any Location as of the date of this Agreement); (c) all (i) Contracts (collectively, “Executory Contracts”), solely to the extent that such Executory Contracts are listed on Schedule 2.1(c), and (ii) with respect to Contracts that are leases, the leases that relate to an Acquired Location set forth on Schedule 1.1-AL (the “Unexpired Leases”), in each case to be designated by Purchaser and to be assumed and assigned on the Closing Date, subject to adjustment as provided in Section 6.8 of this Agreement; provided that Purchaser shall have provided adequate assurance of future performance under Section 365(b)(1)(C) of the Bankruptcy Code with respect to each designated Executory Contract and Unexpired Lease (collectively, “Assigned Contracts;” together with the right to receive income in respect of such Assigned Contracts on and after the Closing Date), and any causes of action which may be brought by Seller relating to past or current breaches of the Assigned Contracts; (d) all of Seller’s Books and Records; provided that Seller may obtain and retain copies of any or all such books and records before their transfer to Purchaser; (e) all Intellectual Property of Seller (to the extent assignable) and all goodwill of Seller; (f) all of Seller’s Governmental Authorizations and all of Seller’s pending applications therefor or renewals thereof, in each case solely to the extent transferable to Purchaser, and excluding Governmental Authorizations or pending applications therefor required for the continued operation of an Excluded Asset; (g) all of Seller’s rights with respect to any confidentiality, noncompetition, non-solicitation, or other obligations of any Person other than a Seller (including any such obligations of any third party or of any current or former Related Person of Seller) that are owed to a Seller or with respect to which Seller has the rights to enforce; and (h) all of Seller’s other assets, properties, and rights (unless specifically identified as an Excluded Asset). 2.2 Excluded Assets. The Acquired Assets do not include, and Seller will not transfer to Purchaser, any of the following assets of Seller (the “Excluded Assets”): (a) All Equipment of Seller other than the Equipment described in Section 2.1(b) and the Equipment sold by Tiger and B. Riley pursuant to the Consulting Agreement prior to the date of this Agreement (the amount of which as of February 24, 2021, is set forth on Schedule 2.2(a), which Schedule 2.2(a) Seller will update through the date hereof in writing no later than two Business Days after the date hereof);

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(b) all accounts receivable (including credit card receivables for sales made prior to the Closing, whether such amounts are received prior to or after the Closing) and outstanding rights of payment of Seller; (c) all cash, bank deposits, securities, and cash equivalents, including for this purpose all cash and cash equivalents any in-store cash (including cash in draw and petty cash) and cash in transit to a Seller account; (d) all deposits, other prepaid amounts, and refunds (including without limitation all such amounts held by Seller’s advisors); (e) Seller’s rights with respect to the bank accounts, lockbox arrangements, and credit card processing Contracts relating to the Business; (f) (i) the right to receive income in respect of Assigned Contracts prior to the Closing Date, and (ii) all Contracts, other than the Assigned Contracts, to which Seller is a party, and all rights and deposits under such Contracts; (g) all company minute books and records of internal company proceedings, membership interest transfer ledgers, tax and accounting records, work papers and other records relating to the organization or maintenance of the legal existence of Seller; (h) all rights with respect to Employee Benefit Plans and all Contracts related thereto; (i) any books, records or other information related solely and exclusively to the other Excluded Assets; (j) all refunds, credits, or deposits of Taxes of Seller with respect to the period prior to the Closing Date, including any refunds, credits, or deposits of Taxes, regardless of when the applicable claim is made or proceeds are received; (k) all Causes of Action of Seller; (l) all property, rights and assets relating to another Excluded Asset or arising from and relating to the defense, release, compromise, discharge, or satisfaction of any of the Liabilities; (m) all documents, emails and other communications relating to the Transactions or any preparations or planning with respect thereto, including all such materials consisting of this Agreement, the Ancillary Agreements, memoranda, research, analysis, planning, due diligence reports, quality of earnings reports, agreements with financial advisors, investment bankers, accountants or legal counsel, whether or not subject to any attorney-client privilege, work product privilege, or any other privilege (the “Transaction-Related Documents”), and Seller’s right to exercise or waive any attorney-client privilege, work product privilege or other privilege with respect to the Transactions or any of the Transaction-Related Documents;

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(n) all rights of Seller arising under this Agreement, the Ancillary Agreements, and under any other agreement between Seller and Purchaser entered into in connection with this Agreement; (o) all insurance policies of any of Seller for directors’, managers’, and officers’ liability and all rights of any nature with respect thereto, including all insurance recoveries, prepaid premiums, and unearned premiums thereunder and rights to assert claims with respect to any such insurance recoveries; (p) any and all insurance policies, and any and all claims under insurance policies relating to pre-Closing events or losses, regardless of when the claims are processed or proceeds are received; and (q) any Personal Information that applicable Law precludes the Seller’s transfer to Purchaser; and (r) all assets, properties, and rights of Seller specifically identified on Schedule 2.2(r). 2.3 Assumed Liabilities. Upon the terms and subject to the conditions set forth herein, at the Closing, Purchaser shall assume and shall timely perform and discharge in accordance with their respective terms (a) all duly and validly owing Liabilities and Cure Amounts with respect to the Assigned Contracts set forth on Schedule 2.1(c) (including (but will not be limited to) unpaid amounts under equipment leases that are Assigned Contracts plus a pro rata portion of the rent previously paid by Seller for the month in which Closing occurs based on the period beginning on the Closing Date and ending on the last day of the month in which the Closing Date occurs), (b) all duly and validly owing Liabilities affecting the Acquired Assets (including any Tax) that arise on or after the Closing Date with respect to Purchaser’s ownership or operation of the Acquired Assets on and after the Closing, (c) a pro rata portion of the fixed costs for each Acquired Location (as set forth on Schedule 1.1-AL) for the month of March (based on the number of days remaining after the Closing Date), and (d) such other Liabilities of Sellers set forth on Schedule 2.3(d) after the Closing Date (collectively “Assumed Liabilities”). 2.4 Excluded Liabilities. Purchaser, by its execution and delivery of this Agreement and the Ancillary Agreements and its consummation of the Transactions, will not assume or otherwise be responsible for any Liability of Seller of whatever nature (whether arising prior to, at the time of, or subsequent to Closing), including those relating to, arising out of or in connection with the operation of the Business or the Acquired Assets (including the use and ownership thereof) other than the Assumed Liabilities. Purchaser shall not assume or be responsible for any amounts owed by Seller pursuant to Seller’s real estate leases for Locations that are not Acquired Locations. Purchaser shall not assume or otherwise be responsible for unpaid amounts accrued prior to Closing under equipment leases that are not Assigned Contracts. 2.5 Consideration.

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(a) The aggregate consideration for the sale and transfer of the Acquired Assets shall be: (i) $1,750,000 (the “Purchase Price”); plus (ii) the assumption by Purchaser of the Assumed Liabilities including payment of the Cure Amounts (collectively, the “Consideration”). (b) By the later of (i) the date hereof, and (ii) the date on which the Escrow Agent (defined below) establishes a segregated account to hold the Deposit (defined below) (which shall be no later than March 9, 2021), Purchaser shall deposit into such segregated account at Bank of America, as escrow agent (the “Escrow Agent”), an amount equal to 10% of the Purchase Price (the “Deposit”) by wire transfer. If the Closing occurs, the Deposit will be released to Seller in accordance with Section 2.5(c), and if the Closing does not occur, the Deposit shall be released to Seller or Purchaser, as applicable, in accordance with Section 7.3. (c) No later than 11:59 p.m. Central time on March 10, 2021, and provided that Purchaser does not terminate this Agreement in connection with such Lease Contingency, Purchaser shall deposit with the Escrow Agent the balance of (i) the Purchase Price less (ii) the Deposit (such amount, the “Purchase Price Balance”), to be held by the Escrow Agent until released in accordance with the terms of this Agreement. (d) At the Closing, the Escrow Agent will be directed by Seller and Purchaser in writing to release and deliver the Purchase Price to Seller. ARTICLE III CLOSING; CONDITIONS TO CLOSING 3.1 Closing. Subject to the terms and conditions of this Agreement and the satisfaction or waiver of the conditions set forth below, the closing (the “Closing”) of the sale and purchase of the Acquired Assets shall take place on the first business day that the conditions to Closing set forth below have been met (or waived), or such other date as Seller and Purchaser may agree, but in any event on or before the Outside Date if such conditions have been met (or waived) by such date, by the electronic exchange of documents. The time and date upon which the Closing occurs is referred to herein as the “Closing Date.” All transactions at the Closing shall be deemed to take place simultaneously and none shall be deemed to have taken place until all shall have taken place. 3.2 Court Approval Required. Purchaser and Seller acknowledge and agree that the Bankruptcy Court’s entry of the Sale Approval Order shall be required in order to consummate the Transactions, and that the requirement that the Sale Approval Order be entered is a condition that cannot be waived by any party. 3.3 Conditions to Obligations of Purchaser. The obligation of Purchaser to consummate the Transactions is subject to the satisfaction, at or before the Closing, of each of the following conditions, any of which conditions may, except for the condition set forth in Section 3.2, be waived by Purchaser in its sole discretion: (a) Representations and Warranties. The representations and warranties of Seller set forth in Article IV of this Agreement shall be true and correct in all material

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respects (except for those representations and warranties qualified by materiality, which shall be true and correct in all respects) on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date). (b) Agreements and Covenants. Seller shall have performed and complied with each agreement, covenant and obligation required to be performed or complied with by it under this Agreement at or before the Closing. (c) Material Adverse Change. No Material Adverse Change shall have occurred and be continuing. (d) No Appeal of Sale Approval Order. The Sale Approval Order shall not have been stayed or suspended. (e) Transition Services Agreement. A transition services agreement (the “TSA”), satisfactory to Purchaser, Seller, and Matthew Whebbe (“Whebbe”), shall be executed by Purchaser, Seller, and Whebbe no later than March 5, 2021 (but effective as of the Closing), pursuant to which (i) Whebbe will allow Purchaser to utilize Whebbe’s Federal Firearms License (“FFL”) for the sale of firearms until such time as Purchaser obtains its own federal firearms license and (ii) Purchaser will make one or more of the former Employees of Seller hired by Purchaser available to Seller to assist in Seller’s wind-down of its estate, said assistance shall be limited to providing Seller with access to the books and records transferred to Purchaser pursuant to this Agreement. (f) Deliveries at Closing. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser all of the following: (i) a certificate from Seller executed by a duly authorized officer thereof certifying to the matters set forth in Section 3.3(a) through 3.3(c); (ii) a bill of sale and assignment and assumption agreement (the “Bill of Sale”), duly executed by Seller; (iii) an intellectual property assignment Agreement (the “IP Assignment”), duly executed by Seller; (iv) original certificates of title for motor vehicles with respect to the Acquired Assets being conveyed by Seller, duly executed by Seller; and (v) a certificate of non-foreign status executed by Seller, prepared in accordance with Treasury Regulation Section 1.1445-2(b). 3.4 Conditions to Obligations of Seller. The obligation of Seller to consummate the Transactions is subject to the satisfaction, at or before the Closing, of each of the following conditions, any of which conditions may, except for the condition set forth in Section 3.2, be waived by Seller in its sole discretion:

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(a) Representations and Warranties. The representations and warranties of Purchaser set forth in Article V of this Agreement shall be true and correct in all material respects (except for those representations and warranties qualified by materiality, which shall be true and correct in all respects) on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date). (b) Agreements and Covenants. Purchaser shall have performed and complied with each agreement, covenant and obligation required to be performed or complied with by it under this Agreement at or before the Closing in all material respects. (c) Receipt of the Closing Payment. Seller shall have received the Closing Payment from Purchaser. (d) Deliveries at Closing. At the Closing, Purchaser (or the Designated Entity) shall deliver, or cause to be delivered, to Seller the Bill of Sale, IP Assignment, and TSA, each duly executed by Purchaser (or any applicable Designated Entity). ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser, with respect to itself only, severally and not jointly, that the statements contained in this Article IV are true and correct as of the date hereof and will be true and correct in all material respects on the Closing Date (except for those representations and warranties qualified by materiality, which shall be true and correct in all respects). 4.1 Organization, Good Standing and Power. Seller is legally formed and in good standing under the law of the State of Minnesota. Subject to the applicable provisions of the Bankruptcy Code, Seller has the power to own its properties and carry on its business as now being conducted and is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would result in a Material Adverse Change. 4.2 Authority Relative to this Agreement; Execution and Binding Effect. Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements and, subject to receipt of any necessary Bankruptcy Court approval in accordance with the Bankruptcy Code, to consummate the Transactions applicable to Seller. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly and validly approved and adopted by the board of directors of Seller, and, except for Bankruptcy Court approval or as set forth on Schedule 4.4, no other proceedings or approvals on the part of Seller are necessary to approve this Agreement and the Ancillary Agreements and to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller. Assuming due authorization, execution and delivery by Purchaser, this Agreement constitutes, and each of the Ancillary Agreements at the Closing will constitute, the valid and binding obligation of Seller, enforceable against Seller in accordance with their terms, except as such enforcement may be limited by (a) the effect of

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bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (b) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. 4.3 No Defaults. Subject to receipt of any necessary Bankruptcy Court approval in accordance with the Bankruptcy Code and except as set forth on Schedule 4.3, the execution and delivery by Seller of this Agreement and the Ancillary Agreements and the consummation of the Transactions do not and will not (a) with or without the giving of notice or the lapse of time, or both, conflict with, or result in the breach of or constitute a default under, or result in the modification, cancellation, lapse or termination of, or limitation, or curtailment under, or violate any (i) provision of Law, or (ii) agreement, Contract, lease, power of attorney, commitment, instrument, insurance policy, arrangement, undertaking, order, decree, ruling or injection to which Seller is subject or a party or by which it is bound (or with respect to which its properties or assets are subject or bound), except for any breach, default, modification, cancellation, lapse, termination, limitation, curtailment or violation that would not result in a Material Adverse Change; or (b) violate the articles of organization or operating agreement of Seller. 4.4 Governmental and Other Consents. Except for the receipt of any necessary Bankruptcy Court approval in accordance with the Bankruptcy Code or as set forth on Schedule 4.4, no consent, notice, authorization or approval of, or exemption by, or filing with or notifications to any Governmental Authority or any other Person, whether pursuant to contract or otherwise, is required in connection with the execution and delivery by Seller of this Agreement and the Ancillary Agreements and the consummation of the Transactions. 4.5 No Brokers. Except for the representation of Seller by Tiger Capital Group (“Tiger”) and B. Riley Retail Group, LLC (“B. Riley”) pursuant to the Consulting Agreement, which was approved by the Bankruptcy Court on February 4, 2021, and Steeplechase Advisors LLC (“Steeplechase”), pursuant to that certain order entered by the Bankruptcy Court on February 1, 2021, and the obligation of Seller to pay Tiger, B. Riley, and Steeplechase a commission, fees, and expenses at Closing in accordance with the terms and provisions of such order, Seller has not incurred and will not incur, directly or indirectly, as a result of any action taken or permitted to be taken by or on behalf of Seller, any Liability for brokerage or finders’ fees or agents’ commissions or similar charges in connection with the execution and delivery by Seller of this Agreement and the Ancillary Agreement and the consummation of the Transactions. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to Seller that the statements contained in this Article V are true and correct as of the date hereof and will be true and correct in all material respects on the Closing Date (except for those representations and warranties qualified by materiality, which shall be true and correct in all respects). 5.1 Organization, Good Standing and Power. Purchaser is legally formed and in good standing under the laws of the state of its formation. Purchaser has the power to own its

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properties and carry on its business as now being conducted and is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would result in a Material Adverse Change. 5.2 Authority Relative to this Agreement; Execution and Binding Effect. Purchaser has full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly and validly approved and adopted by all necessary action of Purchaser and no other proceedings or approvals (shareholder, member or otherwise) on the part of Purchaser are necessary to approve this Agreement and the Ancillary Agreements and to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Purchaser. Assuming due authorization, execution and delivery by Seller, this Agreement constitutes, and each of the Ancillary Agreements at the Closing will constitute, the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by (a) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (b) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. 5.3 No Defaults. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements and the consummation of the Transactions do not and will not (a) with or without the giving of notice or the lapse of time, or both, conflict with, or result in the breach of or constitute a default under, or result in the modification, cancellation, lapse or termination of, or limitation, or curtailment under, or violate any (i) provision of Law, or (ii) agreement (including any loan or financing agreement), Contract, lease, power of attorney, commitment, instrument, insurance policy, arrangement, undertaking, order, decree, ruling or injunction to which Purchaser is subject or a party or by which it is bound (or with respect to which its properties or assets are subject or bound), except for any breach, default, modification, cancellation, lapse, termination, limitation, curtailment or violation that would not result in a Material Adverse Change; or (b) violate the certificate of incorporation, bylaws, or any comparable instruments of Purchaser. 5.4 Governmental and Other Consents. Except for the receipt of any necessary Bankruptcy Court approval in accordance with the Bankruptcy Code, no consent, notice, authorization, or approval of, or exemption by, or filing with or notifications to any Governmental Authority or any other Person, whether pursuant to contract or otherwise, is required in connection with the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements and the consummation of the Transactions. 5.5 No Brokers. Purchaser has not incurred and will not incur, directly or indirectly, as a result of any action taken or permitted to be taken by or on behalf of Purchaser, any Liability for brokerage or finders’ fees or agents’ commissions or similar charges in connection with the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements and the consummation of the Transactions.

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5.6 Sufficiency of Funds. Purchaser has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the Transactions. ARTICLE VI COVENANTS 6.1 Operation of Business. Subject to the requirements of, and the obligations imposed upon, Seller as debtor-in-possession and pursuant to the Bankruptcy Code and except with respect to compliance with orders of the Bankruptcy Court authorizing use of cash collateral and as otherwise contemplated by the Agreement, from the date hereof and until the Transactions shall have been consummated or abandoned as contemplated herein, Seller shall operate the Business in the ordinary course (relative to that in effect immediately prior to the execution of the Agreement) and consistent with acting as a debtor-in-possession in a Chapter 11 bankruptcy case, shall use commercially reasonable efforts to maintain the goodwill associated with the Business and the relationships with the employees, customers, and suppliers of the Business. The Purchaser acknowledges and agrees that the Seller has been conducting the Going Out of Business Sale under the Consulting Agreement, and the Purchaser further acknowledges and agrees that the continued conduct of such sales is not a violation or breach of this Agreement and performance thereunder does not constitute a Material Adverse Change and will not give Purchaser the right to terminate this Agreement. Within six (6) hours following the execution of this Agreement, Seller will instruct Tiger and B. Riley to cease all further sales of Equipment in accordance with the terms of the Consulting Agreement. 6.2 Sale Approval Order. (a) Prior to the Closing, and subject to the provisions of this Agreement, Purchaser and Seller shall use their commercially reasonable efforts to obtain entry of an order or orders by the Bankruptcy Court pursuant to §§363 and 365 of the Bankruptcy Code (the “Sale Approval Order”), which shall be substantially in the form attached as Exhibit A. (b) If the Sale Approval Order or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any person (or a petition for certiorari or motion for rehearing or reargument shall be filed with respect thereto), each party hereto agrees to use commercially reasonable efforts to obtain an expedited resolution of such appeal; provided, however, that nothing herein shall preclude the parties hereto from consummating the Transactions if the Sale Approval Order shall have been entered and has not been stayed in which event Purchaser shall assert the benefits of §363(m) of the Bankruptcy Code. 6.3 Access to Facilities, Personnel, and Information. (a) Prior to the Closing, Seller shall permit representatives of Purchaser to have reasonable access during regular business hours and upon reasonable notice, and in a manner so as not to interfere with the normal business operations of Seller or the Going Out of Business Sale, to management personnel of Seller and to all premises, property, books, records (including Tax records), Contracts, and documents of or

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pertaining to the Business which are under Seller’s control (provided that any representatives of Purchaser shall be subject to the confidentiality obligations under the Confidentiality Agreement or otherwise agree in writing to be bound by the terms of such Confidentiality Agreement applicable to Purchaser thereunder). (b) From the Closing Date through and including date that is six (6) months following the Closing Date, Purchaser shall grant Seller, each Trustee, and their respective representatives (without cost to any such Person) reasonable access to the books and records transferred to Purchaser pursuant to this Agreement during regular business hours and upon reasonable notice for the purpose of allowing Seller or its successor, such Trustee, or their respective representatives to perform the duties necessary for the liquidation of Seller’s Estate (including to file Tax returns, deal with Tax audits, defending any litigation against Seller, or for any other legitimate purpose relating to this Agreement or the Transactions). Purchaser agrees to provide reasonable assistance to Seller, to the extent reasonably required by Seller, to assist in Seller’s wind-down of its Estate provided that such access does not unreasonably interfere with the conduct of the Business of Purchaser. (c) To the extent not otherwise prohibited by appliable Law, Seller shall provide Purchaser a list of Seller’s employees along with necessary employee information for human resources purposes no later than 10 days after the execution of this Agreement by both Seller and Purchaser. 6.4 Further Assurances. At the Closing, Seller shall, upon Purchaser’s request, execute and deliver to Purchaser such other instruments of transfer as shall be reasonably necessary to vest in Purchaser title to the Acquired Assets, and Seller, on the one hand, and Purchaser, on the other hand, shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary under applicable Law, and execute and deliver such instruments and documents and to take such other actions, as may be required to consummate the Transactions at or after the Closing; provided that nothing in this Section 6.4 shall prohibit Seller from ceasing operations or winding up its affairs following the Closing. In furtherance and not in limitation of the foregoing, in the event that any of the Acquired Assets shall not have been conveyed at Closing, Seller shall use commercially reasonable efforts to convey such Acquired Assets to Purchaser as promptly as practicable after the Closing. 6.5 Employee Matters. (a) At the Closing, Purchaser may (but is not obligated to) make offers of ongoing or short-term employment and to hire any employee of Seller in Purchaser’s sole discretion. This Agreement is not conditioned upon any particular employees agreeing to employment with Purchaser. Seller hereby agrees that Purchaser’s (or any Designated Entity’s) employment of any of Seller’s employees will not violate the rights of Seller or any of its Affiliates with respect to any noncompetition or similar restriction otherwise applicable to any of Seller’s employees. (b) Within two business days following the Bankruptcy Court’s approval of this Agreement, Seller shall provide written notice to its employees that Seller intends to

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sell substantially all of its assets to Purchaser. Seller shall inform its employees that Purchaser intends to continue Seller’s business operations and that Purchaser may contact Seller’s employees to discuss potential employment with Purchaser. (c) Purchaser shall have no obligation for any liabilities owed to Seller’s employees that arose as a result of said employees’ employment with Seller including, but not limited to, employee benefit plans, salaries, wages, payroll taxes, claims, benefits payable or other related obligations. Purchaser shall be responsible for all employment costs incurred by Purchaser for employees hired by Purchaser. 6.6 Tax Matters. (a) All sales, use, transfer, stamp, conveyance, value added or other similar Taxes, duties, excises, or governmental charges imposed by any Tax authority, domestic or foreign, and all recording or filing fees, notarial fees and other similar costs of Closing will be borne by Purchaser, these costs are limited to dealing with the Closing and for no other purpose. (b) Purchaser and Seller agree to allocate the Consideration among the Acquired Assets for tax purposes as provided in Schedule 6.6(b). Purchaser and Seller shall each file all Tax returns (and IRS Form 8594, if applicable) on the basis of such allocation, as it may be amended with their mutual written consent, and no party shall thereafter take a Tax return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Internal Revenue Service or other Governmental Body responsible for Taxes. 6.7 Lease Contingency. (a) Purchaser’s obligations under this Agreement, including Purchaser’s obligation to consummate the Transactions, is expressly subject to and conditioned upon, the satisfaction or waiver by Purchaser, of the contingency set forth in this Section 6.7 (the “Lease Contingency”). No later than 12:00 p.m. Central time on March 10, 2021 (the “Contingency Deadline”), Purchaser shall have attempted to negotiate new leases or amendments to existing leases with respect to each of Location that Purchaser desires to designate as an Acquired Location. From the date hereof, Purchaser shall negotiate with all due diligence and in good faith with each landlord with respect to each such Location to satisfy the Lease Contingency. No later than the Contingency Deadline, Purchaser shall deliver an updated Schedule 1.1-AL in accordance with Section 6.8(b) designating the final Acquired Locations. Purchaser shall have no duty to enter into a new or amended lease for any Location that is not an Acquired Location. If the Lease Contingency is not satisfied to Purchaser’s satisfaction by the Contingency Deadline, then Purchaser may (but will not be obligated to) terminate this Agreement by delivering written notice to Seller of such termination in accordance with Sections 7.1 and 8.6 and the Escrow Agent shall refund the Deposit to Purchaser, and the parties will have no further rights or obligations under this Agreement, except as specifically provided to the contrary herein; provided, if Purchaser does not terminate this Agreement by the Contingency Deadline for failure of the Lease Contingency, then

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Purchaser will be deemed to have waived the Lease Contingency and its rights to terminate this Agreement for such failure. Notwithstanding anything to the contrary in this Section 6.7, any extension of the Contingency Deadline will require the consent of Seller’s lenders, which consent may be withheld at such lenders’ sole discretion. (b) Anything in this Agreement to the contrary notwithstanding, including, without limitation, Section 6.7(a) hereof, Purchaser acknowledges that the following Locations are owned by one or more Affiliates of Seller, and that notwithstanding Seller’s execution of this Agreement, such Affiliates are in the process of marketing such Locations for sale: Lansing, MI; Portage, WI; and Watseka, IL (each an “Affiliate Property”, and collectively the “Affiliate Properties”) For clarity, the Watseka, IL Affiliate Property is the warehouse located in Watseka, IL, and not the store located in Watseka, IL. In the event a Seller Affiliate enters into a contract providing for the sale of one or more of the Affiliate Properties prior to the Closing Date, Seller shall furnish written notice thereof to Purchaser, and thereupon the affected Affiliate Property shall no longer constitute an Acquired Location (each an “Excluded Affiliate Location”), and Schedule 1.1-AL shall be deemed amended to exclude the subject Affiliated Property therefrom. For the avoidance of doubt, the designation of a one or more of the Affiliate Locations as an Excluded Affiliate Location shall not constitute a termination event under this Section 6.7 or Section 7.1 hereof; provided, that Purchaser shall retain the right to acquire the Assets that are personal property at such Excluded Affiliate Location. (c) Notwithstanding Section 6.7(b), Seller (on behalf of the Affiliates that own the Affiliate Properties) hereby grants Purchaser the right to match any third party offer for any Affiliate Property on substantially similar terms, by providing written notice to Seller (on behalf of such Affiliate) no more than two Business Days after receiving notice of the proposed sale of an Affiliate Property and entering into a mutually agreeable definitive purchase agreement for such Affiliate Property within three Business Days; provided if Purchaser does not provide such written notice or enter into such a purchase agreement within the designated timeframes, the Affiliate of Seller shall be free to transfer such Affiliate Property without further rights in, or obligation to, Purchaser. Purchaser’s rights under this Section 6.7(c) will expire upon the earlier of (i) the Closing and (ii) the date on which this Agreement is terminated pursuant to Section 7.1. 6.8 Modification of a Schedule. (a) Notwithstanding anything in this Agreement to the contrary, the Purchaser may, in its sole and absolute discretion, amend or revise Schedule 2.1(c) setting forth the Assigned Contracts (other than the Unexpired Leases that are Assigned Contracts), in order to add any Executory Contract to, or eliminate any Executory Contract from, such Schedule at any time during the period commencing on the date of this Agreement and ending on March 10, 2021. Automatically upon the addition of any Executory Contract to Schedule 2.1(c), it shall be an Assigned Contract for all purposes of this Agreement. Automatically upon the removal of any Contract from Schedule 2.1(c), it shall be an Excluded Asset for all purposes of this Agreement, and no liabilities arising thereunder shall be assumed or borne by the Purchaser unless such liability is otherwise specifically assumed pursuant to Section 2.3.

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(b) Notwithstanding anything in this Agreement to the contrary, the Purchaser may, in its sole and absolute discretion, amend or revise Schedule 1.1-AL, in order to add or eliminate any Acquired Location (and the related Unexpired Leases) from such Schedule at any time during the period commencing on the date of this Agreement and ending on March 10, 2021. Automatically upon the addition of any Acquired Location to Schedule 1.1-AL, it shall be an Acquired Location for all purposes of this Agreement and the related Unexpired Lease will be an Assigned Contract. Automatically upon the removal of any Acquired Location from Schedule 1.1-AL, the related Unexpired Lease shall be an Excluded Asset, and no liabilities arising in connection with such Location thereunder shall be assumed or borne by the Purchaser unless such liability is otherwise specifically assumed pursuant to Section 2.3. 6.9 Non-assignable Assets. If the assignment of any Acquired Asset requires the consent of any Person and such consent is not obtained at or prior to the Closing (a) Seller will reasonably cooperate with Purchaser at Purchaser’s sole cost, to obtain the applicable consent to assignment of any such Acquired Asset after the Closing; (b) Seller will not take any action to cancel, amend, terminate, or otherwise modify or abandon any such Acquired Asset; and (c) Seller will use commercially reasonable efforts to provide the benefits of such Acquired Asset to Purchaser pursuant to and in accordance with the terms of the TSA. Notwithstanding the foregoing, Seller shall have no Liability or responsibility for any damages or losses that Purchaser may sustain if the consent of such other Person to the assignment of the Acquired Asset cannot be obtained. 6.10 Privacy Ombudsman. Seller and Purchaser Sellers shall reasonably cooperate as requested by the consumer privacy ombudsman appointed in the Chapter 11 Case and shall use commercially reasonable efforts to take actions recommended by such ombudsman pursuant to 11 U.S.C. § 332 in any report authored by such ombudsman and approved or adopted by the Sale Approval Order. 6.11 Indemnity. (a) Seller shall indemnify, defend, and hold harmless Purchaser from and against any and all Losses of any nature arising from or connected with (i) breach of any of the representations, warranties, covenants, agreements, or obligations of Seller set forth in this Agreement, and (ii) the ownership and operation of the Acquired Locations prior to the Closing. Seller’s obligations under this Section 6.11(a) shall survive Closing. (b) Purchaser shall indemnify, defend, and hold harmless Seller from and against any and all Losses of any nature arising from or connected with breach of any of the representations, warranties, covenants, agreements, or obligations of Purchaser set forth in this Agreement, and (ii) and the ownership and operation of the Acquired Locations from and after the Closing. Purchaser’s obligations under this Section 6.11(b) shall survive Closing.

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ARTICLE VII TERMINATION; EFFECT OF TERMINATION 7.1 Termination. This Agreement may, by notice given prior to or at the Closing be terminated: (a) by mutual consent of Purchaser and Seller; (b) by either Purchaser or Seller: (i) if the Bankruptcy Court rules that it does not approve this Agreement for any reason or if a Governmental Body issues a final, non-appealable ruling or Final Order permanently prohibiting the Transactions, provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to any party whose breach of any of its representations, warranties, covenants or agreements contained herein results in such ruling or Final Order; (ii) if the Closing shall not have occurred by the close of business on March 31, 2021 (the “Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall not be available to any party whose breach of any of its representations, warranties, covenants or agreements contained herein results in the failure of the Closing to be consummated by such time; (iii) if (A) the Sale Approval Hearing is not held on or before March 15, 2021; provided, however, if the Sale Hearing is delayed due to the Bankruptcy Court’s unavailability, the next Business Day on which the Bankruptcy Court is available, or (B) the Bankruptcy Court has not entered the Sale Approval Order on or before March 17, 2021; provided, however, if approval of the Sale Approval Order is delayed due to the Bankruptcy Court’s unavailability, the next Business Day on which the Bankruptcy Court is available; (iv) if the Sale Approval Order is vacated; or (v) if Seller (A) files any stand-alone plan of reorganization or liquidation that does not contemplate, the implementation or consummation of, the Transactions or (B) consummates an Alternative Transaction; (c) by Purchaser: (i) in the event of any breach by Seller of any of its material agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article III to be satisfied, and the failure of Seller to cure such breach by the earlier of (A) the Outside Date, and (B) the date that is 10 days after receipt of a Purchaser Termination Notice; provided, however, that (1) Purchaser is not in breach of any of its representations, warranties, covenants or agreements contained herein in a manner that would

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result in the failure of a condition set forth in Article III to be satisfied, (2) Purchaser notifies Seller in writing (the “Purchaser Termination Notice”) of its intention to exercise its rights under this Section 7.1(c)(i) as a result of the breach, and (3) Purchaser specifies in the Purchaser Termination Notice the representation, warranty, covenant or agreement contained herein of which Seller are allegedly in breach and the specific facts giving rise to such allegation of breach; (ii) if the Lease Contingency is not satisfied by the Contingency Deadline; or (iii) if the Chapter 11 Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code and neither such dismissal nor conversion expressly contemplates the consummation of the Transactions; or (d) by Seller: (i) except as provided in Section 7.1(d)(ii), in the event of any breach by Purchaser of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article III to be satisfied, and the failure of Purchaser to cure such breach by the earlier of (A) the Outside Date, and (B) the date that is 10 days after receipt of the Seller Termination Notice; provided, however, that Seller (1) is not itself in material breach of any of its representations, warranties, covenants or agreements contained herein, (2) notifies Purchaser in writing (a “Seller Termination Notice”) of its intention to exercise its rights under this Section 7.1(d)(i) as a result of the breach, and (3) specifies in the Seller Termination Notice the representation, warranty, covenant or agreement contained herein of which Purchaser is allegedly in breach and the specific facts giving rise to such allegation of breach; or (ii) if the Sale Approval Order with respect to the Transactions has been entered and is not subject to any stay on enforcement and (A) Seller has provided Purchaser with written notice that it is prepared to consummate the Transactions, (B) the conditions to Closing in Article III have been satisfied (or waived by Purchaser), other than those conditions that by their nature can only be satisfied at Closing, and (C) the Closing Date does not occur within three Business Days of Seller providing Purchaser with such notice. 7.2 Effect of Termination. If this Agreement is terminated pursuant to Section 7.1, then (a) Purchaser shall have no Liability or obligations under this Agreement, and (b) Seller shall not have any Liabilities under this Agreement; provided, however, that the obligations in Section 8.1 shall survive. 7.3 Deposit. If Seller terminates this Agreement pursuant to Section 7.1(d), then the Deposit and, if applicable, the Purchase Price Balance (together with any interest and income thereon) shall be forfeited to Seller. If this Agreement is terminated pursuant to any other subsection of Section 7.1 for any other reason, the Escrow Agent shall return the Deposit and, if

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applicable, the Purchase Price Balance (together with any interest and income thereon) to Purchaser. ARTICLE VIII GENERAL PROVISIONS 8.1 Transaction Expenses. Except as expressly provided for herein, each party shall pay all fees, costs and expenses incurred by it with respect to this Agreement, whether or not the Transactions are consummated. The pre-Closing costs of any privacy ombudsman shall be borne by Purchaser. 8.2 Certain Interpretive Matters and Definitions. Unless the context requires, (a) references to the plural include the singular and references to the singular include the plural, (b) references to any gender includes the other gender, (c) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”, (d) the terms “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and (e) all references to Sections, Articles, Exhibits or Schedules are to Sections, Articles, Exhibits or Schedules of or to this Agreement. 8.3 Termination of Representation and Warranties. The representations and warranties of the parties set forth in this Agreement shall terminate and be of no further force or effect after the Closing. 8.4 Amendment. This Agreement may be amended or modified in whole or in part at any time by an agreement in writing among the parties; provided that any amendment will require the consent of Seller’s lenders, which consent may be withheld at such lenders’ sole discretion. 8.5 Waiver. The waiver by a party of a breach of any covenant, agreement, condition or undertaking contained herein shall be made only by a written waiver in each case. No waiver of any breach of any covenant, agreement, condition or undertaking contained herein shall operate as a waiver of any prior or subsequent breach of the same covenant, agreement, condition or undertaking or as a waiver of any breach of any other covenant, agreement, condition or undertaking. 8.6 Notices. All notices, request and other communications hereunder will be deemed to have been duly given if delivered personally, by an established overnight delivery company, or by certified or registered mail, postage prepaid, return receipt requested as follows: If to Seller: Tea Olive I, LLC 3435 Promenade Ave #1001 Eagan, MN 55123 Attention: Matt Whebbe E-mail: mwhebbe@stockandfield.com

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with a copy to (which will not constitute notice): Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402 Attention: Clinton E. Cutler; Zachary D. Olson E-mail: ccutler@fredlaw.com; zolson@fredlaw.com If to Purchaser: Jason Plummer R.P. Acquisition Corporation 514 E. Vandalia Street Edwardsville IL 62025 jason@plummercompanies.com with a copy to (which will not constitute notice): Bruce Riedle 514 E. Vandalia Street Edwardsville IL 62025 briedle@rplumber.com and Katherine Smith, Esq. 514 E. Vandalia Street Edwardsville IL 62025 ksmith@rplumber.com or to such other address as may hereafter by designated by a party by the giving of notice in accordance with this Section 8.6. All notices, request or other communications shall be deemed given when actually delivered personally or by an established overnight delivery company or upon actual receipt if delivered by certified or registered mail, postage prepaid, return receipt requested. 8.7 Jurisdiction. The parties agree that the Bankruptcy Court shall retain exclusive jurisdiction to resolve any controversy or claim arising out of or relating to this Agreement or the implementation or breach hereof. 8.8 Governing Law. To the extent not governed by the Bankruptcy Code, this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to rules governing the conflict of laws. 8.9 Time is of the Essence. Time is of the essence in this Agreement, and all of the terms, covenants, and conditions hereof.

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8.10 Severability. If any provision of this Agreement shall be held invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining part of such provision, and the validity, legality and enforceability of all other provisions hereof or thereof, shall not be affected thereby. 8.11 Titles and Headings. Titles and headings of sections of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement. 8.12 Assignment; Successors and Assigns. Other than as may be designated to a Designated Entity in accordance with the terms of this Agreement (provided that Purchaser will remain jointly and severally liable for all obligations so designated), this Agreement and the rights, duties, and obligations hereunder may not be assigned by any party without the prior written consent of the other party, and any attempted assignment without consent shall be void. Subject to this Section 8.12, this Agreement and the provisions hereof shall be binding upon each of the parties, their successors and permitted assigns. 8.13 No Third-Party Rights. Other than as may be designated to a Designated Entity in accordance with the terms of this Agreement (provided that Purchaser will remain jointly and severally liable for all obligations so designated), the parties do not intend to confer any benefit hereunder on any Person other than the parties hereto. 8.14 Confidentiality Agreement. The parties acknowledge that, except as otherwise provided herein, the Confidentiality and Non-Disclosure Agreement dated as of January 14, 2021, between Seller and Purchaser shall remain in full force and effect during the term specified therein. 8.15 Entire Agreement. This Agreement, the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement between the parties regarding the subject matter hereof and no extrinsic evidence whatsoever may be introduced in any proceeding involving this Agreement, the Ancillary Agreements, or the Confidentiality Agreement. 8.16 Execution of this Agreement. This agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by electronic transmission shall be deemed to be their original signatures for all purposes. *** Signature page follows ***

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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Agreement as of the date and year first written above. SELLER: TEA OLIVE I, LLC By: Matthew F. Whebbe Its: Chairman and Chief Executive Officer PURCHASER: R.P. ACQUISITION CORPORATION By: Its:

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