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Full title: Objection by Interested Party Official Committee of Unsecured Creditors to 175 Motion to sell property free and clear of liens. Proof of service. (Draper, Douglas) (Entered: 03/11/2021)

Document posted on Mar 10, 2021 in the bankruptcy, 5 pages and 0 tables.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. LIMITED OBJECTION TO 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 Now into Court, through undersigned counsel, comes the Official Committee of Unsecured Creditors (the “Committee”), who files this limited objection to 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 (“Motion”) (Dkt. #175) filed by Tea Olive I, LLC d/b/a Stock+Field (“Debtor”). The Committee does not object to the concept of the sale, however, the pleadings and documents in support of the sale and the Debtor’s Assumption and Assignment of Executory Contracts do not provide the Committee sufficient details as to the terms of the transaction and the particulars incident to the Sale and the Assumption and Assignment of Executory Contracts.11. On the 10th day of January, 2021, the Debtor filed for relief pursuant to Chapter 11 of the United States Bankruptcy Code. 2. The Official Committee of Unsecured Creditors was appointed on January 13, 2021 (Dkt. #37) and January 19, 2021 (Dkt. #59). 1 As of the drafting to this Limited Opposition, the Committee does not know if the Purchaser will go forward with the transaction.

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3. The Debtor filed the Motion on the 26th day of February, 2021. Pursuant to the Motion, the Debtor and the Purchaser (as defined in the Asset Purchase Agreement) were to execute an Asset Purchase Agreement, a Transition Services Agreement and a list of Executory Contracts to be assumed and assigned to the buyer. 4. The Committee has seen copies of the Asset Purchase Agreement and the Transition Services Agreement. The Committee has monitored the Debtor filing various pleadings incident to the Assumption and Assignment of Executory Contracts. 5. The Committee notes the following issues with respect to the documents it has seen and believes these issues and possibly others need to be addressed: a) The post-closing indemnity provided by the Debtor to the Purchaser (in the form the Asset Purchase Agreement provided to the Committee) while correct in a normal transaction makes little or no sense in a liquidation bankruptcy sale. The provision creates a liability for the estate and when, and if the indemnity is asserted, the Debtor’s assets will have been distributed. The Purchaser should be content with the Order approving the sale and retain jurisdiction by the Court to enforce the sale free and clear provisions of the indemnity. b) It appears that not all of the Executory Contracts and Leases being assumed and assigned to the Purchaser are in fact not all executory contracts or leases. Some may be disguised sales that appear as leases and, to the extent the Debtor owns the property subject to the disguised sale, the proceeds of the sale should be paid to the Debtor. c) Some of the contracts that are being assumed and assigned are software contracts or license agreements. The Purchaser should affirmatively agree to make the

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licenses available to the extent the Debtor needs to access information that is only available through the use of the software under license. The Asset Purchase Agreement needs to affirmatively provide the Debtor access to information needed by the estate or in litigation. 6. The Committee reserves the right to raise other issues related to the Motion to the extent information becomes available. WHEREFORE, the Official Committee of Unsecured Creditors requests that this Court approve 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 but subject to the modifications set forth herein. Respectfully submitted, HELLER, DRAPER & HORN, L.L.C. Dated: March 11, 2021 By: /e/ Douglas S. Draper 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) 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 and Jeffrey D. Klobucar (#0389368) BASSFORD REMELE, P.A. 100 South Fifth Street, Suite 1500 Minneapolis, MN 55402 Telephone: (612) 333-3000

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Facsimile: (612) 333-8829 Email: jklobucar@bassford.com Counsel for the Official Committee of Unsecured Creditors

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. DECLARATION FOR PROOF OF SERVICE I, Douglas S. Draper, an attorney admitted to practice in this Court pro hac vice, with an office address of 650 Poydras Street, Suite 2500, New Orleans, LA 70130, declare that on March 11, 2021, I caused the following documents: - Limited Objection to 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, and - Declaration for Proof of Service to be served and filed electronically with the Clerk of the Bankruptcy Court through ECF, and that the Bankruptcy Court, via ECF, will send an electronic notice of the filing to all parties registered to receive electronic service, which includes the parties required to receive service under Local Rule 9013-3(b). And I declare, under penalty of perjury, that the foregoing is true and correct. Dated: March 11, 2021 By: /e/ Douglas S. Draper Douglas S. Draper (admitted pro hac vice)