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Full title: Expedited Motion to compel Compliance With Sale filed by Family Farm & Home, Inc.. An affidavit or verification, Proof of service, Proposed order. Hearing scheduled 3/30/2021 at 01:30 PM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (Bromen, Gregory) (Entered: 03/25/2021)

Document posted on Mar 24, 2021 in the bankruptcy, 12 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

________________________________________________________________________ NOTICE OF HEARING AND EXPEDITED MOTION OF FAMILY FARM & HOME, INC. TO COMPEL COMPLIANCE WITH SALE ________________________________________________________________________ Family Farm & Home, Inc. (“Family Farm”), by and through its undersigned counsel, and for its Motion to Compel Compliance with Sale (“Motion”), states as follows: 1. Family Farm paid the purchase price and completed the sale on March 1, 2021 by same day wire transfer and the funds were received by Seller the morning of March 2, 2021.In the event that testimony is required at a subsequent evidentiary hearing, Family Farm may call Deirdre Kaylor and/or Arnie Pomeroy to testify concerning Family Farm’s purchase of and payment for the Fixtures. ksmith@rplumber.com, counsel to R.P. Acquisition Corporation, a true and correct copy of the Notice of Hearing and Expedited Motion of Family Farm & Home, Inc. to Compel Compliance with Sale, along with all supporting documents contemporaneously filed with the Court including exhibits, declarations and the proposed order. ______________________________________________________________________________ ORDER GRANTING EXPEDITED RELIEF AND MOTION OF FAMILY FARM & HOME, INC. TO COMPEL COMPLIANCE WITH SALE ______________________________________________________________________________ Before the Court is the Expedited Motion of Family Farm & Home, Inc. to Compel Compliance with Sale.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC Case No. 21-30037 d/b/a Stock + Field, Chapter 11 Debtor. ________________________________________________________________________ NOTICE OF HEARING AND EXPEDITED MOTION OF FAMILY FARM & HOME, INC. TO COMPEL COMPLIANCE WITH SALE ________________________________________________________________________ Family Farm & Home, Inc. (“Family Farm”), by and through its undersigned counsel, and for its Motion to Compel Compliance with Sale (“Motion”), states as follows: 1. Family Farm, by and through counsel, hereby moves the Court for the relief requested below and gives notice of an expedited hearing. 2. The Court will hold a telephonic hearing on this motion at 1:30 p.m. on March 30, 2021. The hearing will be held telephonically: Dial 1-888-684-8852; when prompted, enter ACCESS CODE: 5988550; when prompted, enter SECURITY CODE: 0428. 3. Local Rule 9006-1(b) provides deadlines for responses to this Motion. However, given the expedited nature of the relief sought, the movant does not object to written responses being served and filed two hours prior to the hearing. UNLESS A RESPONSE OPPOSING THIS MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT A HEARING.

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4. This Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. §§157 and 1334. This is a core proceeding pursuant to 28 U.S.C. §157(a) and (n). Venue is proper in this district pursuant to 28 U.S.C. §§1408 and 1409. FAMILY FARM IS ENTITLED TO THE SOUGHT RELIEF 5. The Debtor filed for Chapter 11 bankruptcy relief on January 10, 2021. 6. The Debtor engaged Tiger Capital Group LLC and B. Riley Retail Solutions, LLC as liquidation consultants (collectively referred to as “Tiger”). 7. In January 2021, Family Farm and Tiger engaged in discussions for Family Farm to purchase certain fixtures at the Lansing, Michigan store. (Kaylor Decl. ¶ 2.) The parties negotiated a purchase of certain fixtures (“Fixtures”) from the Lansing, Michigan store on February 26, 2021. Family Farm signed the invoice on March 1, 2021, purchasing the Fixtures for $117,183.00. (Id. ¶ 3.) A copy of the invoice is attached as Exhibit A to this Motion and is identified in the accompanying declaration. Family Farm paid the purchase price and completed the sale on March 1, 2021 by same day wire transfer and the funds were received by Seller the morning of March 2, 2021. (Pomeroy Decl. ¶ 2.) The invoice specifically provided that Family Farm was required to retrieve the Fixtures no later than March 31, 2021 but that the parties could discuss earlier retrieval. (Ex. A.) 8. Pursuant to the terms of the March 2, 2021 Asset Purchase Agreement that was filed with the Court on March 3, 2021 [Doc No. 181 at 2, 6 of 29], the Purchaser of the assets of the Debtor, R. P. Acquisition Corporation, did not purchase any assets of the Debtor that had been sold by Tiger. Specifically excluded from the assets sold to R.P.

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Acquisition Corporation were assets that had been sold by Tiger pursuant to the Consulting Agreement prior to the date of the Asset Purchase Agreement. 9. The Fixtures were sold by Debtor to Family Farm prior to the date of the Asset Purchase Agreement and are therefore excluded assets from the Asset Purchase Agreement. 10. Family Farm has paid for the Fixtures purchased on March 1, 2021 but has not been allowed to retrieve the Fixture. Debtor inexplicably returned the payment to Family Farm on or about March 8, 2021. Family Farm did not request a refund of the payment price or otherwise consent to Debtor’s unilateral attempt to cancel the sale. REQUEST FOR EXPEDITED RELIEF 11. Upon information and belief, all purchased items must be removed from the stores on or before March 31, 2021. In addition, the March 2, 2021 Asset Purchase Agreement called for a Closing Date of no later than March 31, 2021. Moreover, the terms and conditions of Family Farm’s purchase of the Fixtures requires Family Firm to remove the Fixtures by March 31, 2021. Family Farm therefore requests an initial hearing on or before March 31, 2021. TESTIMONY 12. In the event that testimony is required at a subsequent evidentiary hearing, Family Farm may call Deirdre Kaylor and/or Arnie Pomeroy to testify concerning Family Farm’s purchase of and payment for the Fixtures. WHEREFORE Family Farm respectfully moves this Court to Order the Debtor to allow Family Farm to retrieve the fixtures that it purchased on March 1, 2021 from the

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Lansing, Michigan store prior to March 31, 2021 and for all other relief as is just and proper. NILAN JOHNSON LEWIS PA Dated: 3/25/21 By: /e/ Gregory A. Bromen Gregory A. Bromen (Reg. No. 338047) 250 Marquette Ave. S., Ste. 800 Minneapolis, MN 55401 Telephone: (612) 305-7500 Facsimile: (612) 305-7501 ATTORNEYS FOR FAMILY FARM & HOME, INC.

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Exhibit A

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC Case No. 21-30037 d/b/a Stock + Field, Chapter 11 Debtor. ________________________________________________________________________ CERTIFICATE OF SERVICE ________________________________________________________________________ Gregory A. Bromen, residing in the County of Ramsey, State of Minnesota, hereby states under penalty of perjury that on March 25, 2021, he served by email: Katherine Smith, Esq., ksmith@rplumber.com, counsel to R.P. Acquisition Corporation, a true and correct copy of the Notice of Hearing and Expedited Motion of Family Farm & Home, Inc. to Compel Compliance with Sale, along with all supporting documents contemporaneously filed with the Court including exhibits, declarations and the proposed order. NILAN JOHNSON LEWIS PA Dated: 3/25/21 By: /e/ Gregory A. Bromen Gregory A. Bromen (Reg. No. 338047) 250 Marquette Ave. S., Ste. 800 Minneapolis, MN 55401 Telephone: (612) 305-7500 Facsimile: (612) 305-7501 ATTORNEYS FOR FAMILY FARM & HOME, INC.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC Case no. 21-30037 d/b/a Stock + Field, Chapter 11 Debtor. ______________________________________________________________________________ ORDER GRANTING EXPEDITED RELIEF AND MOTION OF FAMILY FARM & HOME, INC. TO COMPEL COMPLIANCE WITH SALE ______________________________________________________________________________ Before the Court is the Expedited Motion of Family Farm & Home, Inc. to Compel Compliance with Sale. The Court finds good cause to grant relief as requested. IT IS THEREFORE ORDERED: 1. Family Farm & Home, Inc.’s request for expedited relief is granted. 2. The Expedited Motion of Family Farm & Home, Inc. to Compel Compliance with Sale (Docket No. __) is granted. 3. Family Farm & Home, Inc. is granted ownership and possession of the sale of fixtures described in Invoice no. SFLAN 10002 issued by Debtor that was signed by Family Farm and Home on March 1, 2021. IT IS SO ORDERED. DATE: BY THE COURT: William J. Fisher United States Bankruptcy Judge