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Full title: Notice of Hearing and Motion for an Order Approving the Retention of Clear Thinking Group LLC and Designation of Michael A. Wesley Under 11 USC 363 as the Debtor's Chief Restructuring Officer filed by Tea Olive I, LLC . An affidavit or verification, Memorandum of law, Proposed order. Hearing scheduled 1/28/2021 at 01:30 PM at *TELEPHONIC HEARING* with Judge William J. Fisher (St Paul). (Barbie MNBS) (Entered: 01/11/2021)

Document posted on Jan 10, 2021 in the bankruptcy, 43 pages and 2 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.: 20-30037 Chapter 11 Case Debtor. NOTICE OF HEARING AND MOTION FOR AN ORDER APPROVING THE RETENTION OF CLEAR THINKING GROUP LLC AND DESIGNATION OF MICHAEL A. WESLEY UNDER 11 U.S.C. § 363 AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER TO: The Office of the United States Trustee and Other Parties in Interest as Specified in Local Rule 9013. 1. Tea Olive I, LLC debtor and debtor-in-possession (the “Debtor”) hereby moves this Court for the relief requested below and gives notice of hearing. 2. The Court will hold a hearing on this motion at 1:30 p.m. (CT) on Thursday, January 28, 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 Friday, January 22, 2021, pursuant to the applicable Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Local Rules. UNLESS A RESPONSE OPPOSING THE

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MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT A HEARING. 4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Rule 5005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 1070-1. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The petition commencing the Debtor’s chapter 11 case was filed on January 10, 2021 (the “Filing Date”). The case is currently pending in this Court. 5. This Motion arises under section 105(a) and 363 of the Bankruptcy Code. This Motion is filed under Bankruptcy Rules 6004 and 9014 and Local Rules 9013-1 through 9013-3. The Debtor requests an order authorizing the retention of Clear Thinking Group LLC (“CTG”) and designate Michael A. Wesley as Chief Restructuring Officer (“CRO”) of the Debtor pursuant to the terms of the engagement letter by and among the Debtor and CTG, dated as of October 22, 2020. BACKGROUND 6. On the Filing Date, the Debtor filed a voluntary petition for relief pursuant to chapter 11 of title 1 of the United States Code (the “Bankruptcy Code”). The Debtor continues to operate in possession of its respective assets and the management of its business as debtor-in-possession pursuant to Section 1107(a) and 1108 of the Bankruptcy Code. 7. Further general information about the Debtor and this case is set forth in the Declaration of Matthew F. Whebbe in Support of Chapter 11 Petition and Initial Motions. The additional facts relevant to this motion set forth below are verified by Matthew Whebbe, as

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evidenced by the attached verification, and Michael A. Wesley as evidenced by the accompanying Declaration (the “Wesley Declaration”) BACKGROUND RELEVANT TO THE MOTION The Debtor Appoints CTG as CRO 8. On April 13, 2020, the Debtor retained CTG as its initial financial advisor in connection with advisory services. On October 22, 2020, the Debtor commenced the retention of CTG and Michael A. Wesley to serve as CRO. A true and correct copy of the Engagement Letters (the “Engagement Letters”) are attached hereto as Exhibit A. CTG’s Qualifications 9. The Debtor understand that CTG has a wealth of experience in providing interim management services and enjoys an excellent reputation for services it has rendered in large and complex chapter 11 cases on behalf of debtors throughout the United States. 10. CTG is recognized for its expertise in providing financial advisory services in financially distressed situations, including advising debtors, creditors, and other constituents in chapter 11 proceedings in numerous cases. Indeed, CTG has considerable expertise with chapter 11 restructuring, asset liquidation, sale of distressed assets, and other distressed company circumstances, advising both debtors and creditors. Examples of debtor retail advisory assignments in which CTG has been actively involved include, among others: Advanced Sports Enterprises; Bacharach, Inc.; Bag’n’Baggage, Inc.; Barbecues Galore, Inc.; Boot Town Western Warehouse, Inc.; Charming Charlie Holdings Inc.; Copeland Sports, Inc.; Crabtree & Evelyn, Inc.; Delias, Inc.; Gordmans, Inc.; Hancock Fabrics, Inc.; John Varvatos Enterprises, Inc.; Joyce Leslie, Inc.; Lillian Vernon, Inc.; Loehmann’s Holdings, Inc.; Marsh Supermarkets; Market

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Antiques & Home Furnishing, Inc.; Namco, LLC; One Price Clothing, Inc.; Prints Plus, Inc.; Rag Shops, Inc.; Sofa Express, Inc.; Steinmart, Inc.; Swoozies, Inc.; The Parent Company, Inc.; Total Hockey, Inc.; and The Walking Company, Inc. 11. Mr. Wesley, a partner of CTG, is currently acting as CRO for the Debtor. Mr. Wesley has over 20 years of experience with consumer goods companies, including 6.5 years within the retail industry. He has worked in all areas of operations including manufacturing, supply chain, warehousing/distribution, inventory management, planning/allocation, finance, and IT. In addition to this experience, Mr. Wesley has also worked on several bankruptcies and turnaround situations with retail companies as a financial advisor. 12. Mr. Wesley has served as CRO of the Debtor since October 23, 2020. Since that time, Mr. Wesley and certain other professionals from CTG (the “CTG Personnel”) have been working closely with the Debtor’s management and professionals. CTG performed significant prepetition advisory work for the Debtor and, as a result, has acquired significant knowledge of the Debtor and its businesses and familiarity with the Debtor’s financial affairs, debt structure, operations, and related matters. Likewise, in providing prepetition services to the Debtor, CTG Personnel have worked closely with the Debtor’s management and its other advisors. Accordingly, CTG has experience, expertise, and specifically relevant knowledge regarding the Debtor that will assist it in providing effective and efficient services in this chapter 11 case. 13. The CTG Personnel have substantial expertise in the areas discussed above, and, if approved, will provide services to the Debtor under an order approving this Motion. The CTG Personnel will work closely with the Debtor’s management and professionals through the chapter 11 process. By virtue of the expertise of its restructuring personnel, CTG is well qualified to provide services to and represent the Debtor’s interests in this chapter 11 case. The

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Debtor submits that the designation of Mr. Wesley as CRO and the retention of CTG on the terms and conditions set forth herein are necessary and appropriate, in the best interest of the Debtor’s estate, creditors, and all other parties in interest, and should be granted in all respects. Scope of Services 14. Prior to the Petition Date, the Debtor and CTG entered into the Engagement Letter, which governs the relationship between them. The terms and conditions of the Engagement Letter were negotiated between the Debtor and CTG and reflect the parties’ mutual agreement as the substantial efforts that will be required under this engagement. 15. Generally, Mr. Wesley will have the powers and responsibilities necessary to perform his duties as CRO as set forth in the Engagement Letter and in the resolutions appointing Mr. Wesley as CRO, including serving as an officer of the Debtor, with full power to call meetings and to establish agendas for such meetings. In addition, CTG and Mr. Wesley may work with the Debtor to do the following: (a) assist management and the Debtor’s advisors in developing the strategy and executing same related to this chapter 11 case, including providing advice and assistance in connection with the operation of its respective businesses and the property of budgets, reports, and other information concerning the Debtor’s businesses and assets; (b) assist management in negotiations with lenders and other stake-holders as appropriate; (c) assist the Debtor with postpetition services, including: (a) post filing communications efforts to various constituencies, including secured creditors, shareholders, unsecured creditors, creditors’ committee, etc.; (b) preparation of the Statement of Financial Affairs (SOFA Schedules); (c) sale of assets, auction process, etc., as required; (d) management of DIP cash flows, variance reporting, etc.; (e) preparation of monthly operating reports; (f) preparation and development of a plan of reorganization, as required; and (g) any other postpetition related activities as requested by the Debtor and agreed to by CTG; and (d) perform such other services as requested or authorized by management and the board of directors, and agreed up on by CTG.

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No Duplicate Services 16. The services provided by CTG will complement, and not duplicate, the services to be rendered by other professionals retained in the chapter 11 case. CTG agrees to work cooperatively with such professionals to integrate any respective work conducted by the professionals on behalf of the Debtor and to avoid unnecessary duplication of services. Terms of Retention 17. CTG’s decision to accept this engagement is conditioned upon its ability to be retained in accordance with its customary terms and conditions of employment, compensated for its services, and reimbursed for any out-of-pocket expenses it incurs in accordance with its customary billing practices, as set forth in the Engagement Letter (the “Fee and Expense Structure”). 18. CTG’s current standard hourly rates, subject to periodic adjustments, are as follows:
Table 1 on page 6. Back to List of Tables
Position Hourly Rate
President / Partner $500.00
Managing Director $450.00
Manager $400.00
Consultant $350.00
Analysts $150.00
19. In the normal course of business, CTG may periodically adjust its billing rates. CTG will provide notice of any non-periodic changes to hourly rates within 10 business days thereof to the Office of the United States Trustee for the District of Minnesota (the “U.S. Trustee”) and any statutory committee appointed in this chapter 11 case and file such notice with this Court. Changes in applicable hourly rates also will be noted on the invoices for the first-time period in which the revised rates became effective.

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20. In addition to compensation for professional services rendered by CTG Personnel, CTG will seek reimbursement for reasonable and necessary expenses incurred in connection with the chapter 11 case, including certain telephone, overnight mail, messenger, travel, meals, accommodations, and other expenses specifically related to the engagement. In addition, if CTG or any of its employees are required to testify or provide evidence at or in connection with any judicial or administrative proceeding relating to the engagement, the Debtor will compensate CTG at its regular hourly rates and reimburse CTG for its reasonable allocated and direct expenses (including counsel fees) with respect thereto. 21. The Fee and Expense Structure is consistent with and typical of compensation arrangements entered into by CTG and other comparable firms that render similar services under similar circumstances. The Debtor believes that the Fee and Expense Structure is reasonable, market-based, and designed to compensate CTG fairly for its work and to cover fixed and routine overhead expenses. 22. At the commencement of CTG’s initial retention as financial advisor to provide services to the Debtor on April 13, 2020, CTG was paid an initial retainer of $20,000. In connection with its retention for advisory services, and pursuant to the terms of the initial engagement letter, CTG invoiced the Debtor weekly and received weekly payments for those invoices through October 23, 2020. The total payment for services and expenses from April 13, 2020 through October 23, 2020 was approximately $133,550.00. 23. At the commencement of CTG’s retention as CRO and financial advisor to provide services to the Debtor on October 23, 2020, CTG was paid an additional retainer amount of $105,000. In connection with this retention, and pursuant to the terms of the Engagement Letter, CTG invoiced the Debtor weekly, applied those invoices to the retainer, and received

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periodic payments to replenish the retainer, through January 9, 2021. The total payment for services and expenses from October 23, 2020, through January 9, 2021, was approximately $290,779. The balance of the $125,000 retainer (the “Retainer”) will be held by CTG and applied to fees and expenses authorized pursuant to CTG’s final fee application. At the conclusion of CTG’s retention, the balance of the Retainer, if any, shall be returned to the Debtor within ten days of CTG completing a final reconciliation of any amounts due and owing. Reporting Requirements 24. Upon approval of the relief requested, CTG will be employed in this chapter 11 case pursuant to section 363 of the Bankruptcy Code and not as a professional under section 327 of the Bankruptcy Code. Accordingly, CTG will not submit fee applications pursuant to Bankruptcy Code sections 330 and 331. Instead, the fees and expenses incurred by CTG in completion of the services it performs will be treated as administrative expenses of the Debtor’s chapter 11 estate and paid by the Debtor in the ordinary course of business. 25. CTG will submit invoices to the Debtor, and the Debtor request authority to pay, in the ordinary course of business, all reasonable amounts invoiced by CTG for fees and expenses. To maintain transparency, CTG will file monthly staffing reports (“Staffing Report”) with the Bankruptcy Court and serve on the Debtor, the U.S. Trustee, Lenders, Guarantors, and any statutory committee appointed in this case (the “Notice Parties”) of compensation earned, expenses incurred, and current personnel staffed in this chapter 11 case on the 20th of each month for the previous month, identifying CTG personnel who worked on this case, the total hours billed by CTG, and a summary of the tasks performed. CTG will also file with the Court and serve on the Notice Parties a quarterly compensation report by the 20th of each month following the end of a quarter, showing the fees and expenses for the preceding quarter.

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26. The notice for the Staffing Reports will provide for a time period of fourteen days after the filing of the notice for objections by parties in interest. All fees and expenses set forth in each Staffing Report will be subject to review by the Court in the event an objection is filed and cannot be resolved by agreement between the objector, the Debtor, and CTG. Indemnification 27. The Engagement Letter contains standard indemnification language with respect to CTG’s services, including, without limitation, an agreement by the Debtor to indemnify CTG (including its principals, employees, and agents) against all claims, liabilities, losses, damages, and reasonable expenses as they are incurred relating to or arising out of the engagement, except to the extent caused by CTG’s gross negligence. In addition, Mr. Wesley shall receive the benefit of the most favorable indemnification and exculpation provisions provided by the Debtor to its managers and officers pursuant to its operating agreements and other governance documents, as well as applicable state law and all insurance coverage under the Debtor’s insurance policies. 28. The Debtor and CTG believe that the indemnification provisions contained in the Engagement Letter are customary and reasonable for CTG and comparable firms providing restructuring service. 29. The terms and conditions of the indemnification provisions were negotiated by the Debtor and CTG at arms’ length and in good faith. The provisions contained in the Engagement Letter, viewed in conjunction with the other terms of the Order, are reasonable and in the best interest of the Debtor, its estate, and creditors in light of the fact that the Debtor requires CTG’s services to successfully navigate this chapter 11 case.

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CTG’s Disinterestedness 30. To the best of the Debtor’s knowledge and except to the extent disclosed herein and in the Wesley Declaration: (a) CTG has no connection with the Debtor, its creditors, or other parties in interest or the attorneys or accountants of the foregoing, or U.S. Trustee or any person employed in the Office of the U.S. Trustee and (b) does not hold any interest adverse to the Debtor’s estate. 31. Although the Debtor respectfully submits that the retention of CTG is not governed by section 327 of the Bankruptcy Code, the Wesley Declaration discloses certain connections with creditors, equity security holders, and other parties-in-interest in this chapter 11 case. CTG does not believe that any of these matters represent an interest materially adverse to the Debtor’s estate or otherwise create a conflict of interest regarding the Debtor or this chapter 11 case. Thereby, the Debtor submits that CTG is a “disinterested person” as that term is defined by section 101(14) of the Bankruptcy Code. 32. To the extent that any new relevant facts or relationships bearing on the matters described herein during the period of CTG’s retention are discovered or arise, the Debtor submit that CTG will use reasonable efforts to file promptly a supplemental declaration. RELIEF REQUESTED 33. The Debtor seek to retain CTG and designate Mr. Wesley as CRO pursuant to sections 105 and 363 of the Bankruptcy Code. Section 363(b) of the Bankruptcy Code provides that “[t]he trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b). Under applicable case law, in this and other jurisdictions, if the Debtor’s proposed use of its assets pursuant to section 363(b) of the Bankruptcy Code represents a reasonable exercise of the Debtor’s business judgment, such

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use should be approved. See, e.g., In re Del. & Hudson Ry. Co., 124 B.R. 169, 176 (D. Del. 1991) (noting that courts have applied the “sound business purpose” test to evaluate motions brought pursuant to section 363(b)); Comm. Of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983) (“The rule we adopt requires that a judge determining a § 363(b) application expressly find from the evidence presented before him at the hearing a good business reason to grant such an application.”). 34. The decision to retain CTG and designate Mr. Wesley as CRO should be authorized because it is a sound exercise of the Debtor’s business judgment. As set forth above, Mr. Wesley has extensive experience as an advisor for many companies undertaking restructuring efforts, and the CTG Personnel are well qualified and equipped to assist the CRO in fulfilling his duties. Since their appointment, Mr. Wesley and the CTG Personnel have been involved in many facets of the Debtor’s day-to-day business operations, and significantly involved in the restructuring process that the Debtor began prior to the Filing Date. Their continued involvement postpetition will be important to continuing the Debtor’s efforts to maximize the value of the Debtor’s assets for the benefit of its estate, creditors, and other parties in interest. CTG and Mr. Wesley in his capacity as CRO will provide services that are in the best interests of all parties in interest in the chapter 11 case. 35. Pursuant to Local Rule 9013-2, this Motion is verified and is accompanied by a Memorandum of Law, proposed order and proof of service. 36. Pursuant to Local Rule 9013-2, 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

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Group, the Chief Restructuring Officer and Financial Advisor to the Debtor, whose business address is 401 Towne Centre Drive, Hillsborough, NJ 08844. 37. Accordingly, based on the foregoing, the Debtor respectfully submit that the relief requested herein should be granted. WHEREFORE, the Debtor requests entry of an Order approving the retention of Clear Thinking Group LLC, and designate Michael A. Wesley as the Debtor’s Chief Restructuring Officer and for such other and further relief as the Court deems just and equitable. Dated: January 11, 2021 /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) FREDRIKSON & BYRON, P.A. 200 South Sixth Street Suite 4000 Minneapolis, MN 55402-1425 (612) 492-7000 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com PROPOSED ATTORNEYS FOR THE DEBTOR

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VERIFICATION I, Matthew Whebbe, the Chairman and Chief Executive Officer of Tea Olive I, LLC (the “Debtor”), declare under penalty of perjury that the facts set forth in the preceding motion are true and correct according to the best of my knowledge, information, and belief, including based on information provided to me by other representatives of the Debtor and the Debtor’s professional advisors. Dated: January 10, 2021 Matthew Whebbe

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EXHIBIT A (Engagement Letter)

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October 22, 2020 Mr. Matt Whebbe Chairman and CEO Tea Olive I, LLC dba Stock + Field 2600 Eagan Woods Drive Suite 90 Eagan MN, 55121 Re: Revised Consulting Services Agreement Dear Matt: We appreciate you asking Clear Thinking Group LLC (“CTG”) to assist you and Tea Olive I, LLC dba Stock + Field, (“Client”), with its restructuring efforts. Accordingly, Clear Thinking Group LLC is prepared to act as Client’s Chief Restructuring Officer (CRO) and Financial Restructuring Advisor in connection with its potential Chapter 11 Bankruptcy Filing. The engagement becomes effective October 22, 2020, and shall also be subject to bankruptcy court approval, which the Client will seek nunc pro tunc to the petition date. This letter outlines the understanding between Clear Thinking Group LLC, a Delaware limited liability company, and Tea Olive I, LLC dba Stock + Field, of the objective, tasks, work product and fees for the engagement of CTG to perform the services outlined in the attached Statement of Work (Appendix A). References to CTG in this agreement shall include its principals, employees, and agents. This is an engagement for services only and decisions relating to the implementation of the advice and recommendations of CTG during the course of its engagement shall be made by and are the sole responsibility of the Client. 1. STAFFING. Michael Wesley, Partner, will be responsible for the overall engagement management, and will act as the Client’s Chief Restructuring Officer. He will be assisted by Lee Diercks, Partner. They, may also be assisted by a staff of consultants at various levels, all of whom have a wide range of skills and abilities related to this type of assignment. In addition, CTG has relationships with and periodically retains independent contractors with specialized skills and abilities to assist us. 2. STATEMENT OF WORK. CTG will provide consulting services to Client as described in Appendix A, which is incorporated herein. 3. TIMING, FEES AND EXPENSES. CTG will commence this engagement on September 22, 2020 following the receipt of a signed engagement letter and payment of the retainer. CRO Fees. The fees for the CRO portion of the engagement will be $20,000.00 per week.

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Hourly Fees. The fees for the Financial Restructuring Advisory portion of the engagement will billed at an hourly rate and will be staffed with professionals at various levels, as the tasks require. Hourly fees charged for the purposes of billings will be: Partner $500.00 Managing Director $450.00 Manager $400.00 Consultant $350.00 Analyst $150.00 Cash Expenses. In addition to the fees set forth above, Client shall pay directly, or reimburse CTG directly, for all reasonable out-of-pocket expenses incurred in connection with this assignment such as travel, lodging, postage, telephone and facsimile charges, etc. All such billings will be in accordance with CTG’s customary practices. Payment. Prior to a bankruptcy filing, CTG will invoice, the Client for all fees and expenses on a weekly basis and deduct against the retainer. Each weekly invoice is due and payable upon receipt via wire transfer and will refill the retainer. If the invoices are not paid immediately upon receipt, then CTG reserves the right to suspend our Services, withhold delivery of any deliverables, or withdraw from this engagement entirely. If any collection action is required, Client agrees to reimburse us for our costs of collection, including attorneys’ fees. Invoices that are unpaid ten (10) business days past the invoice date are deemed delinquent and we reserve the right to charge interest on the past due amount at the lesser of 1.0% per month or the maximum amount permitted by law. CTG will invoice Client for all post-petition fees and expenses each month. All post-petition fees and expenses will be paid upon approval of the Federal Bankruptcy Court per procedures set by the bankruptcy court. Each invoice is due and payable upon approval via wire transfer. Retainer. CTG will require an additional retainer of $105,000 payable via wire transfer, with the total retainer being $125,000.00. If a bankruptcy is commenced, CTG will hold the $125,000.00 retainer until its services are no longer needed. At the conclusion of the engagement, CTG will submit a final invoice for services rendered and expenses incurred and offset the final invoice against the retainer to determine the final amount due to CTG, if any. The balance of the retainer, if any, will be returned to client within ten (10) business days of the final reconciliation. 4. RELATIONSHIP OF THE PARTIES. The parties intend that an independent contractor relationship will be created by this agreement and neither party shall be considered an employee, agent or representative of the other. With the exception of insurance coverage and the other benefits contemplated herein, employees or agents of CTG are not entitled to any of the benefits that Client provides for the Client’s employees. Client also agrees not to solicit, recruit or hire any employees or agents of CTG for a period of two years subsequent to the completion and/or termination of this agreement. 5. CONFIDENTIALITY. CTG agrees to keep confidential all information obtained from the Client. Except as required by law, CTG agrees that neither it nor its directors, officers, principals, employees, agents or attorneys will disclose to any other person or entity, or use for any purpose other than specified herein, any information pertaining to Client or any affiliate thereof which is

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either non-public, confidential or proprietary in nature (“Information”) which it obtains or is given access to during the performance of the services provided hereunder. CTG may make reasonable disclosure of information to third parties in connection with their performance of their obligations and assignments hereunder. CTG may also use Client’s trade name and logo in its marketing and promotional materials, including but not limited to CTG’s website and printed materials to identify the Client in connection with services provided by CTG to the Client. Information includes data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs, source or object codes, results, models, or any work product relating to the business of the Client, its subsidiaries, distributors affiliates, vendors, customers, employees, contractors and consultants. The Client acknowledges that all advice (written or oral) given by CTG to the Client in connection with CTG’s engagement is intended solely for the benefit and use of the Client (limited to its management) in its evaluation of its business operations. Client agrees that no such advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time in any manner or for any purpose other than accomplishing the tasks and programs referred to herein without CTG’s prior approval (which shall not be unreasonably withheld) except as required by law. This agreement shall survive the termination of the engagement provided however that information shall no longer be deemed confidential on the 10th annual anniversary of CTG’s completion of the engagement. Anything contained in the above “Confidentiality” section and to the contrary notwithstanding, Client authorizes and directs CTG to provide copies of any and all of our reports, recommendations, observations and findings and discuss the same with your lender, Second Avenue Capital (SAC), In addition, CTG is hereby authorized to communicate directly with SAC with respect to any matter associated with our engagement with you; provided, however, CTG agrees that it will promptly report to the Client, the substance of any discussion it has with SAC concerning the Client’s business. Notwithstanding anything to the contrary herein, it is expressly agreed and understood that CTG shall be entitled to disclose and/or produce Information if it is requested or becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand, or similar process) to disclose any of the Information. CTG agrees to provide Client with prompt written notice within five (5) business days thereof so Client may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. 6. INDEMNIFICATION. Client agrees to indemnify, hold harmless and defend CTG (including its principals, employees and agents) against all claims, liabilities, losses, damages and reasonable expenses as they are incurred, including reasonable legal fees and disbursements of its counsel and the costs of its professional time (at rates in effect when such future time is required) relating to or arising out of the engagement, including any legal proceeding in which CTG may be required or agree to participate but in which it is not a party. In the event Client fails to promptly furnish CTG with counsel reasonably satisfactory to CTG then CTG, its principals, employees and agents, may, but are not required to, engage, at Client’s expense, a single firm of separate counsel of its choice in connection with any of the matters to which this indemnification agreement relates. This indemnification agreement does not apply to claims, liabilities, losses, damages and expenses that are adjudicated in a court of competent jurisdiction (after the exhaustion of any appeals) to be solely the result of gross negligence on the part of CTG. Client agrees that the indemnification obligations enumerated in this agreement include, but are not limited to, any and all insurance deductibles, coinsurance payments, and/or any other insurance-related costs that may be attributable to CTG. Client further agrees that Client’s indemnity obligations are in no way reduced, modified or limited by the insurance coverage required in this

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agreement (including any appendices) or maintained by Client, and that such indemnification obligations exist whether or not insurance is available. 7. TERMINATION AND SURVIVAL. This agreement may be terminated at any time by written notice by one party to the other, provided, however, that notwithstanding such termination CTG will be entitled to any fees and expenses due under the provisions of the agreement. Such payment obligations shall inure to the benefit of any successor or assignee of CTG. The obligations of the parties under the Indemnification and Confidentiality sections of this agreement shall survive the termination of the agreement as well as the other sections of this agreement, which expressly provide that they shall survive termination of this agreement. 8. GOVERNING LAW. This agreement is governed by and construed in accordance with the laws of the State of New Jersey with respect to contracts made and to be performed entirely therein and without regard to choice of law or principles thereof. If the parties have any dispute arising between them, including any dispute with respect to this agreement, its interpretation, performance or breach, and are unable to agree on a mutually satisfactory resolution with thirty (30) days, either party may require the matter to be settled by either private mediation, or by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The mediation or arbitration shall take place in the State of New Jersey. If arbitration is selected, the decisions of the arbitrator(s) shall be final and binding on the parties hereto and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The costs of mediation and the costs assessed by the AAA for arbitration shall be borne equally by both parties. 9. LIMITATIONS. This is a services engagement. CTG warrants that it will perform services hereunder in good faith and disclaims all other warranties. Notwithstanding any other provision of this agreement, CTG will not be liable for any actions, damages, claims, liabilities, costs, expenses or losses arising out of or relating to the services performed hereunder for an aggregate amount in excess of the fees paid by the Client to CTG in performing the services that form the basis for the action or claim. In addition, CTG will not be liable for any delays resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, acts of God, strikes or labor disputes, war or other violence, or any law, order or required of any governmental agency or authority. 10. SEVERABILITY. If any portion of this agreement shall be determined to be invalid or unenforceable, CTG and Client agree that the remainder shall be valid and enforceable to the maximum extent possible. 11. NOTICES. All notices required or permitted to be delivered under this agreement shall be in writing and sent, if to CTG, to the address set forth at the head of this letter and, if to Client, to the address set forth above, to the attention of Mr. Matt Whebbe or such other name or address as may be given in writing to the other party. All notices under this agreement shall be sufficient if delivered by email, facsimile or overnight mail. Any notice shall be deemed to be given upon actual receipt. 12. ENTIRE AGREEMENT. Client agrees that this agreement represents its entire understanding of the terms of CTG’s engagement and that it supersedes any prior understandings or agreements that the parties may have had or discussed. The terms and provisions of this agreement may not be modified or amended except in a writing signed by an authorized representative of the Client and CTG.

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If the terms set forth above and within the attached Statement of Work (Appendix A) meet with your approval, please sign and return this proposal to my attention. Very truly yours, Michael Wesley Partner Accepted and Acknowledged: Signed: ______________________________ Name: Matt Whebbe Title: Chairman and CEO

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Appendix A – Revised Statement of Work The resolution of each Company’s respective Board of Directors (or similar governing body) shall provide that the CRO shall be authorized and empowered to assist with respect to all aspects of the Company’s financial and operational restructuring, consistent with his role as CRO, in such manner as the CRO deems necessary and/or appropriate, in each case in a manner consistent with the business judgment rule and the applicable provisions of State and Federal law. This authority will include, but not be limited to, (i) participation of the Company’s financial matters (including, but not limited to, cash receipts, cash disbursements, and all commitments related to the Company’s senior secured lenders (the “Lender”) and all obligations related to other vendors, customers and creditors), (ii) identifying opportunities to streamline operations and reduce operating expenses, (iii) working with the Company’s existing management structure to maximize the Company’s liquidity position and overall enterprise value, (iv) coordinating the efforts of the Company's management, its employees, and its external professionals (including attorneys, investment bankers, financial advisors) in connection with any potential transactional efforts, including any refinancing of the Company's senior secured credit obligations or any other equity or investment efforts, or any filing under Chapter 11 of the U. S. Bankruptcy Code. CTG’s duties, including the CRO’s duties, will also include such other matters as may be requested by the Board from time-to-time, and may include coordinating any efforts related to any potential bankruptcy filing under Chapter 11 of the U. S. Bankruptcy Code. CTG will provide the following services to Client: 1. CTG will make available to Client, Michael Wesley, who will serve as Chief Restructuring Officer ("CRO") of the Client. In this role Mr. Wesley will be an appointed officer of the Client. It is understood that the CRO will be named and covered under the Client's financial lines insurance policies, including but not limited to, D&O, employment practices liability, fiduciary liability insurance, and crimes insurance. CTG requires that the insurance policies provide adequate coverage and appropriate tail coverage as well. CTG requires proof of such coverage prior to commencing engagement. CRO responsibilities include but are not limited to:  Lead the Client’s efforts to control expenses and minimize cash outflow.  Lead the communication efforts with the Lender.  Manage the cash flow forecasting and variance reporting activities.  Lead the contingency planning efforts including the preparation for bankruptcy.  All other activities as mutually agreed upon with the CEO. 2.) Assist Client with the development of a general bankruptcy weekly cash flow & “wind down budget” and the related assumptions. 3.) Assist Client with the development of a detailed liquidation analysis including assumptions and sources.

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4.) Assist Client with the communication to its Lender, and other constituencies as needed. 5.) Assist Client, if necessary, with preparations for a bankruptcy filing including; development of financial information and statistical information needed for court motions as requested by Client’s Legal Counsel, participation in a DIP loan negotiation, development of communication information for case constituents (employees, landlords, vendors, etc.), and other preparation activities as requested by Client. 6.) As needed, assist Client with compiling/completing all necessary information requested to help facilitate a sale transaction.

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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.: 20-30037 Chapter 11 Case Debtor. DECLARATION OF MICHAEL A. WESLEY IN SUPPORT OF MOTION FOR AN ORDER APPROVING THE RETENTION OF CLEAR THINKING GROUP LLC AND DESIGNATION OF MICHAEL A. WESLEY UNDER 11 U.S.C. § 363 AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER I, Michael A. Wesley, declare under penalty of perjury as follows: 1. I am a partner at Clear Thinking Group LLC (“CTG”), a financial advisory services firm based in Hillsborough, New Jersey, and am duly authorized to make this declaration (this “Declaration”) on behalf of CTG. 2. I submit this Declaration in support of the Debtor’s Motion For an Order Approving the Retention of Clear Thinking Group LLC and Designation of Michael A. Wesley Under 11 U.S.C. § 363 as the Debtor’s Chief Restructuring Officer (the “Motion”).1 3. This Declaration is being submitted in connection with the Motion. Except as otherwise noted,2 I have personal knowledge of the matters set forth herein and, if called as a witness, I could and would testify thereto. 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion. 2 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at CTG and are based on information provided by them.

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CTG’s Qualifications 4. CTG is recognized for its expertise in providing financial advisory services in financially distressed situations, including advising debtors, creditors, and other constituents in chapter 11 proceedings in numerous cases. Indeed, CTG has considerable expertise with chapter 11 restructuring, asset liquidation, sale of distressed assets, and other distressed company circumstances, advising both debtors and creditors. Examples of debtor retail advisory assignments in which CTG has been actively involved include, among others: Advanced Sports Enterprises; Bacharach, Inc.; Bag’n’Baggage, Inc.; Barbecues Galore, Inc.; Boot Town Western Warehouse, Inc.; Charming Charlie Holdings Inc.; Copeland Sports, Inc.; Crabtree & Evelyn, Inc.; Delias, Inc.; Gordmans, Inc.; Hancock Fabrics, Inc.; John Varvatos Enterprises, Inc.; Joyce Leslie, Inc.; Lillian Vernon, Inc.; Loehmann’s Holdings, Inc.; Marsh Supermarkets; Market Antiques & Home Furnishing, Inc.; Namco, LLC; One Price Clothing, Inc.; Prints Plus, Inc.; Rag Shops, Inc.; Sofa Express, Inc.; Steinmart, Inc.; Swoozies, Inc.; The Parent Company, Inc.; and The Walking Company, Inc. 5. I am currently acting as CRO for the Debtor. I have over 20 years of experience with consumer goods companies, including 6.5 years within the retail industry. I have worked in all areas of operations including manufacturing, supply chain, warehousing/distribution, inventory management, planning/allocation, finance, and IT. In addition to this experience, I have also worked on several bankruptcies and turnaround situations with retail companies as a financial advisor. 6. I have served as CRO of the Debtor since October 23, 2020. Since that time, certain other professionals from CTG (the “CTG Personnel”) and I have been working closely with the Debtor’s management and professionals. CTG performed significant prepetition

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advisory work for the Debtor and, as a result, has acquired significant knowledge of the Debtor and its businesses and familiarity with the Debtor’s financial affairs, debt structure, operations, and related matters. Likewise, in providing prepetition services to the Debtor, CTG Personnel have worked closely with the Debtor’s management and its other advisors. Accordingly, CTG has experience, expertise, and specifically relevant knowledge regarding the Debtor that will assist it in providing effective and efficient services in this chapter 11 case. 7. The CTG Personnel have substantial expertise in the areas discussed above, and, if approved, will provide services to the Debtor under an order approving this Motion. The CTG Personnel will work closely with the Debtor’s management and professionals through the chapter 11 process. By virtue of the expertise of its restructuring personnel, CTG is well qualified to provide services to and represent the Debtor’s interest in this chapter 11 case. I believe that the retention of CTG on the terms and conditions set forth herein are necessary and appropriate, in the best interest of the Debtor’s estate, creditors, and all other parties in interest, and should be granted in all respects. Scope of Services 8. Prior to the Petition Date, the Debtor and CTG entered into the Engagement Letter, which governs the relationship between them. The terms and conditions of the Engagement Letter were negotiated between the Debtor and CTG and reflect the parties’ mutual agreement as the substantial efforts that will be required under this engagement. 9. Generally, I will have the powers and responsibilities necessary to perform my duties as CRO as set forth in the Engagement Letter and in the resolutions appointing me as CRO, including serving as an officer of the Debtor, with full power to call meetings and to establish agendas for such meetings. In addition, CTG and I may work with the Debtor to do the

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(i) assist management and the Debtor’s advisors in developing the strategy and executing same related to the Debtor’s restructuring, including providing advice and assistance in connection with the operation of its respective businesses and the property of budgets, reports, and other information concerning the Debtor’s businesses and assets; (ii) assist management in negotiations with lenders and other stake-holders as appropriate; (iii) assist the Debtor with postpetition services, including: (a) post filing communications efforts to various constituencies, including secured creditors, shareholders, unsecured creditors, creditors’ committee, etc; (b) preparation of the Statement of Financial Affairs (SOFA Schedules); (c) sale of assets, auction process, etc., as required; (d) management of DIP cash flows, variance reporting, etc.; (e) preparation of monthly operating reports; (f) preparation and development of a plan of reorganization as required; and (g) any other postpetition related activities as requested by the Debtor and agreed to by CTG; and (iv) perform such other services as requested or authorized by management and the board of directors, and agreed up on by CTG. No Duplicate Services 10. The services provided by CTG will complement, and not duplicate, the services to be rendered by other professionals retained in the chapter 11 case. CTG agrees to work cooperatively with such professionals to integrate any respective work conducted by the professionals on behalf of the Debtor and to avoid unnecessary duplication of services. Terms of Retention 11. CTG’s decision to accept this engagement is conditioned upon its ability to be retained in accordance with its customary terms and conditions of employment, compensated for its services, and reimbursed for any out-of-pocket expenses it incurs in accordance with its customary billing practices, as set forth in the Engagement Letter (the “Fee and Expense Structure”). 12. CTG’s current standard hourly rates, subject to periodic adjustments, are as follows:

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Table 1 on page 31. Back to List of Tables
Position Hourly Rate
President / Partner $500.00
Managing Director $450.00
Manager $400.00
Consultant $350.00
Analysts $150.00
13. In the normal course of business, CTG may periodically adjust its billing rates. CTG will provide notice of any non-periodic changes to hourly rates within 10 business days thereof to the Office of the United States Trustee for the District of Minnesota and any statutory committee appointed in this chapter 11 case and file such notice with this Court. Changes in applicable hourly rates also will be noted on the invoices for the first-time period in which the revised rates became effective. 14. In addition to compensation for professional services rendered by CTG Personnel, CTG will seek reimbursement for reasonable and necessary expenses incurred in connection with the chapter 11 case, including certain telephone, overnight mail, messenger, travel, meals, accommodations, and other expenses specifically related to the engagement. In addition, if CTG or any of its employees are required to testify or provide evidence at or in connection with any judicial or administrative proceeding relating to the engagement, the Debtor will compensate CTG at its regular hourly rates and reimburse CTG for its reasonable allocated and direct expenses (including counsel fees) with respect thereto. 15. I believe that the Fee and Expense Structure is consistent with and typical of compensation arrangements entered into by CTG and other comparable firms that render similar services under similar circumstances. 16. At the commencement of CTG’s initial retention as financial advisor to provide services to the Debtor on April 13, 2020, CTG was paid an initial retainer of $20,000. In

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engagement letter, CTG invoiced the Debtor weekly and received weekly payments for those invoices through October 23, 2020. The total payment for services and expenses from April 13, 2020 through October 23, 2020, was approximately $133,550.00. 17. At the commencement of CTG’s retention as CRO and financial advisor to provide services to the Debtor on October 23, 2020, CTG was paid an additional retainer amount of $105,000. In connection with this retention, and pursuant to the terms of the Engagement Letter, CTG invoiced the Debtor weekly CTG invoiced the Debtor weekly, applied those invoices to the retainer, and received periodic payments to replenish the retainer, through January 9, 2021. The total payment for services and expenses from October 23, 2020, through January 9, 2021, was approximately $290,779. The balance of the $125,000 retainer (the “Retainer”) will be held by CTG as an evergreen retainer and applied to fees and expenses authorized pursuant to CTG’s final fee application. At the conclusion of CTG’s retention, the balance of the Retainer, if any, shall be returned to the Debtor within 10 days of CTG completing a final reconciliation of any amounts due and owing. Reporting Requirements 18. Upon approval of the relief requested, CTG will be employed in this chapter 11 case pursuant to section 363 of the Bankruptcy Code and not as a professional under section 327 of the Bankruptcy Code. Accordingly, CTG will not submit fee applications pursuant to Bankruptcy Code sections 330 and 331. Instead, the fees and expenses incurred by CTG in completion of the services it performs will be treated as administrative expenses of the Debtor’s chapter 11 estate and paid by the Debtor in the ordinary course of business. 19. CTG will submit invoices to the Debtor, and the Debtor requests authority to pay in the Motion, in the ordinary course of business, all reasonable amounts invoiced by CTG for

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Report”) with the Bankruptcy Court and serve on the Debtor, the U.S. Trustee, Lenders, Guarantors, and any statutory committee appointed in this case (the “Notice Parties”) of compensation earned, expenses incurred, and current personnel staffed in this chapter 11 case on the 20th of each month for the previous month, identifying CTG personnel who worked on this case, the total hours billed by CTG, and a summary of the tasks performed. CTG will also file with the Court and serve on the Notice Parties a quarterly compensation report by the 20th of each month following the end of a quarter, showing the fees and expenses for the preceding quarter. 20. The notice for the Staffing Reports will provide for a time period of 14 days after the filing of the notice for objections by parties in interest. All fees and expenses set forth in each Staffing Report will be subject to review by the Court in the event an objection is filed and cannot be resolved by agreement between the objector, the Debtor, and CTG. CTG’s Disinterestedness 21. In connection with the employment proposed in the Motion, CTG undertook a lengthy conflicts analysis process to determine whether it had any conflicts or other relationship that might cause it not be disinterested or to hold or represent an interest adverse the Debtor. Specifically, CTG obtained from the Debtor and/or its representatives the names of individuals and entities that may be parties-in-interest in this chapter 11 case (the “Potential Parties-in-Interest”). Such parties are listed on Exhibit 1 attached hereto. CTG has searched its electronic client files and records to determine its connections with the Potential Parties-in-Interest. As far as I have been able to ascertain through these efforts, to the extent that CTG has been recently retained to represent any of the other Potential Parties-in-Interest (or its apparent affiliates, as the case may be), such parties are listed on Exhibit 2 attached hereto. CTG’s concluded or current

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however, was or is only on matters that are unrelated to the Debtor and this chapter 11 case, except as discussed herein. Other than as listed on Exhibit 2 or discussed herein, I am unaware of any other current or recently concluded engagements of CTG by the Potential Parties-in-Interest. Given the breadth of CTG’s client base, it is possible that CTG may now or in the future be retained by one or more of the Potential Parties-in-Interest in unrelated matters. CTG will continue to analyze any additional Potential Parties-in-Interest that become involved in this proceeding and CTG will use reasonable efforts to promptly supplement this disclosure to the Court for any representations for additional Potential Parties-in-Interest. 22. Also, in addition to the parties listed on Exhibit 2, CTG may represent, or may have represented, affiliates of Potential Parties-in-Interest and CTG may have worked with, continue to work with, and/or have mutual clients with, certain accounting and law firms who appear on the Potential Parties-in-Interest list. CTG may also represent, or may have represented in the past, committees or groups of lenders or creditors in connection with certain restructuring or refinancing engagements, which committees or groups include, or included, entities that appear on the Potential Parties-in-Interest list. 23. Other than as disclosed herein, CTG has no relationship with the Debtor of which I am aware after due inquiry. Based upon the foregoing, I believe CTG is “disinterested” as defined in section 101(14) of the Bankruptcy Code and does not hold or represent an interest materially adverse to the Debtor or its estate. [Remainder of Page Intentionally Left Blank]

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I declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury, that the foregoing is true and correct to the best of my information, knowledge and belief. Dated: January 11, 2021 Michael A. Wesley

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Exhibit 1 Potential Parties-in-Interest List None.

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Exhibit 2 Listing of Parties-in-Interest Noted for Court Disclosure Relationships in Unrelated Matters CTG has, over the years, worked on various past cases/engagements alongside the followingprofessionals in varying capacities, but unrelated to their relationship with the Debtor: Great American Group Advisory & Valuation Services LLC Tiger Capital Group CTG has, over the years, worked with various Borrowers of CIT Group Inc. None of which are involved in this case. CTG has, over the years, worked with various Borrowers of Second Avenue Capital Partners. None of which are involved in this case. CTG has, over the years, been employed by Reimer & Braunstein, Counsel to the Lender, onvarious matters. None of which are involved in this case. 71815424 v2

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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.: 20-30037 Chapter 11 Case Debtor. MEMORANDUM IN SUPPORT OF MOTION FOR AN ORDER APPROVING THE RETENTION OF CLEAR THINKING GROUP LLC AND DESIGNATION OF MICHAEL A. WESLEY UNDER 11 U.S.C. § 363 AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER Tea Olive I, LLC (the “Debtor”) submits this memorandum of law in support of the motion submitted herewith (the “Motion”) in accordance with Local Rule 9013-2(a). The Debtor seeks the entry of an order substantially in the form filed herewith authorizing it to retain and retain Clear Thinking Group LLC (“CTG”) and designate Michael A. Wesley as Chief Restructuring Officer (“CRO”) of the Debtor. BACKGROUND The supporting facts are set forth in the verified Motion. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion. LEGAL ANALYSIS I. THE DEBTOR SHOULD BE AUTHORIZED TO RETAIN AND EMPLOY CTG AS CHIEF RESTRUCTURING OFFICER BECAUSE IT IS AN EXERCISE OF ITS SOUND BUSINESS JUDGMENT. The Debtor seeks to retain CTG and designate Michael A. Wesley as CRO pursuant to section 363 of the Bankruptcy Code. Section 363(b) of the Bankruptcy Code provides, in relevant part, that a debtor in possession “after notice and a hearing, may use, sell or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363. In reviewing a

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Debtor’s decision to use estate property pursuant to section 363 of the Bankruptcy Code, courts have routinely held that if such use represents the reasonable business judgment of the part of the Debtor, such use should be approved. See Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070-71 (2d Cir. 1983) (requiring a “good business reason” to approve a sale pursuant to section 363(b)); In re W.A. Mallory Co., 214 B.R. 834, 836 (Bankr. E.D. Va. 1997) (“This Court follows the ‘sound business purpose’ test when examining § 363(b) sales.” (citing In re WBQ P‘ship, 189 B.R. 97, 102 (Bankr. E.D. Va. 1995))); see also In re Chateaugay Corp., 973 F.2d 141, 143 (2d Cir. 1992) (holding that a judge determining a section 363(b) application must find from the evidence presented before him or her a good business reason to grant such application); In re Ionosphere Clubs, Inc., 100 B.R. 670, 675 (Bankr. S.D.N.Y. 1989) (noting that the standard for determining a section 363(b) motion is “a good business reason”). Courts emphasize that the business judgment rule is not an onerous standard and may be satisfied “‘as long as the proposed action appears to enhance the Debtor’s estate.’” Crystalin, LLC v. Selma Props. Inc. (In re Crystalin, LLC), 293 B.R. 455, 463-64 (B.A.P. 8th Cir. 2003) (quoting Four B. Corp. v. Food Barn Stores, Inc. (In re Food Barn Stores, Inc.), 107 F.3d 558, 566 n.16 (8th Cir. 1997) (emphasis original, internal alterations and quotations omitted)); see also In re AbitibiBowater, 418 B.R. 815, 831 (Bankr. D. Del. 2009) (the business judgment standard is “not a difficult standard to satisfy”). Under the business judgment rule, “management of a corporation’s affairs is placed in the hands of its board of directors and officers, and the Court should interfere with its decisions only if it is made clear that those decisions are, inter alia, clearly erroneous, made arbitrarily, are in breach of the officers’ and directors’ fiduciary duty to the corporation, are made on the basis of inadequate information or study, are made in

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bad faith, or are in violation of the Bankruptcy Code.” In re Farmland Indus., Inc., 294 B.R. 855, 881 (Bankr. W.D. Mo. 2003) (citing In re United Artists Theatre Co., 315 F.3d 217, 233 (3d Cir. 2003), Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303 (5th Cir. 1985) and In re Defender Drug Stores, Inc., 145 B.R. 312, 317 (B.A.P. 9th Cir. 1992)). The Debtor submits that the requested relief represents a sound exercise of the Debtor’s business judgment and is justified under sections 105(a) and 363(b) of the Bankruptcy Code. The services of CTG will substantially enhance the Debtor’s ability to successfully reorganize, which will benefit all parties in interest. CTG will work to maximize value for the Debtor’s estate and its respective stakeholders and are well-qualified to provide the services because of their extensive experience advising financially-troubled companies and its creditors and other economic stakeholders in both chapter 11 and out-of-court workouts. Additionally, through arms-length negotiations, the Debtor have been able to secure the services of CTG on economic terms that are reasonable. II. RETAINING AND EMPLOYING CTG AS CRO UNDER SECTION 363 IS PERMITTED UNDER THE BANKRUPTCY CODE As discussed above, section 363 permits Debtor to use property of the estate outside of the ordinary course of business where there is a sound reason for doing so. One use of property of the estate that courts recognize under section 363 is the ability to retain interim corporate officers and other temporary employees. Bankruptcy courts, including this Court, have analyzed the propriety of a debtor in possession’s employment of corporate restructuring officers under section 363 of the Bankruptcy Code on numerous occasions and have determined that it is appropriate to employ a corporate restructuring officer in such manner. See, e.g., In re Antioch Co., No. 13-41898 (DDO) (Bankr. D. Minn. May 16, 2013), ECF No. 101; In re Radio Shack Corp., 15-10197 (BLS) (Bankr. D. Del. Mar. 3; 2015), ECF No. 954; In re Caché, Inc., No.

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1510172 (MFW) (Bankr. D. Del. Mar. 3, 2015); In re Aliens Inc., No. 13-73597 (BTB) (Bankr. D. Ark. Nov. 27, 2013), ECF No. 256. Accordingly, and in light of the Debtor’s demonstrated business purpose for doing so, this Court should approve the Motion and authorize the Debtor to retain and employ CTG as the Debtor’s CRO. CONCLUSION For the foregoing reasons, the Debtor respectfully request that the Court grant the relief requested in the Motion. Dated: January 11, 2021 /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) James C. Brand (#0387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) FREDRIKSON & BYRON, P.A. 200 South Sixth Street Suite 4000 Minneapolis, MN 55402-1425 (612) 492-7000 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com PROPOSED ATTORNEYS FOR THE DEBTOR

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 20-30037 Chapter 11 Case Debtor. ORDER AUTHORIZING AND APPROVING THE RETENTION OF CLEAR THINKING GROUP LLC AND DESIGNATION OF MICHAEL A. WESLEY UNDER 11 U.S.C. § 363 AS THE DEBTOR’S CHIEF RESTRUCTURING OFFICER This case came before the court on the Motion for an Order Authorizing Nunc Pro Tunc retention of Clear Thinking Group LLC and designate Michael A. Wesley as Chief Restructuring Officer under 11 U.S.C. § 363 (the “Motion”) filed by the above-captioned debtor (the “Debtor”). Based on the Motion and the record, IT IS ORDERED: 1. The Debtor is authorized under section 363 of the Bankruptcy Code to retain Clear Thinking Group LLC and designate Michael A. Wesley as the Debtor’s Chief Restructuring Officer; 2. Clear Thinking Group LLC shall not be required to submit fee applications pursuant to sections 330 and 331 of the Bankruptcy Code. Instead, Clear Thinking Group LLC. shall file with the Court and serve on the Notice Parties the following reports: (a) A monthly staffing report, filed and served by the 20th of each month with information regarding the preceding month, identifying the Clear Thinking Group LLC personnel who worked on this case, the total hours billed by Clear Thinking Group LLC, and a summary of tasks performed; and (b) A quarterly compensation report, filed and served by the 20th of the month following the end of a quarter, showing total fees and expenses for the preceding quarter.

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(c) Any party may object to the quarterly compensation report filed by Clear Thinking Group LLC by filing and serving an objection no later than 14 calendar days after the quarterly report that is the subject of the objection. If the parties cannot resolve the objection, counsel for the Debtor shall schedule a hearing to address said objection. 3. The Debtor is authorized to indemnify Clear Thinking Group LLC on the terms as set forth in the Engagement Letter, as defined in the Motion. 4. The Debtor is authorized and empowered to take all actions necessary to implement and effectuate this order. Dated: William J. Fisher United States Bankruptcy Judge