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Full title: Affidavit (re:219 Motion, 243 Motion) filed by Official Committee of Unsecured Creditors. Proof of service. (Klobucar, Jeffrey) (Entered: 04/12/2021)

Document posted on Apr 11, 2021 in the bankruptcy, 137 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or instrument were accounted for as a capital lease.Each Guarantor waives, to the extent permitted by applicable law, any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any of the Borrower or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any such Borrower; (iv) the application by the Borrower of the proceeds of any Obligations for purposes other than the purposes represented by the Borrower to, or intended or understood by, the Agent or such Guarantor; (v) any act or omission by the Agent which directly or indirectly results in or aids the discharge of the Borrower or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of the Agent against the Borrower; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, and/or the failure to preserve the value of, or to comply with applicable Law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that the Agent give any notice of acceptance of this Guaranty.Each Guarantor, to the extent it is a Qualified ECP Guarantor (as defined herein), hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty, under the Credit Agreement or under the Security

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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. DECLARATION OF DOUGLAS S. DRAPER IN SUPPORT OF COMMITTEE MOTIONS I, Douglas S. Draper, hereby declare, pursuant to 1746 of title 28 of the United States Code, as follows: 1. I am a member with the law firm Heller Draper & Horn, LLC, counsel for the Official Committee of Unsecured Creditors (the “Committee”) in this case. 2. Attached hereto as Exhibit A is a true and correct copy of relevant excerpts of the Second Avenue Credit Agreement, produced to the Committee. 3. Attached hereto as Exhibit B is a true and correct copy of the Guaranty Agreement between the Debtor, Second Avenue, Juniper LLC, Juniper I, LLC, and Juniper II, LLC, produced to the Committee. 4. Attached hereto as Exhibit C is a true and correct copy of the Joinder Agreement between the Debtor, Second Avenue, Pink Dogwood, LLC, and Pink Dogwood I, LLC, produced to the Committee. 5. Attached hereto as Exhibit D is a true and correct copy of that certain Mortgage, Assignment of Lease and Rents, Security Agreement, and Fixture Filing between Juniper I, LLC and Second Avenue, recorded on March 5, 2020 in Columbia County, Wisconsin as document

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number 923593, and pertaining to, inter alia, certain real property in Portage, Wisconsin, and produced to the Committee. 6. Attached hereto as Exhibit E is a true and correct copy of the certain Mortgage between Juniper II, LLC and Second Avenue, recorded on March 30, 2020 in Ingham County, Michigan as document number 2020-011688, and pertaining to, inter alia, two parcels of land in Lansing, Michigan, and produced to the Committee. 7. I, in my capacity as counsel for the Committee, reached out on multiple occasions to both counsel for both the Debtors and Second Avenue regarding production of titles to various vehicles owned by the Debtor. No such documents were forthcoming from either the Debtor or Second Avenue prior to the date of this declaration. Attached hereto as Exhibit F is true and correct copy of an email exchange with counsel for Second Avenue and the Debtor on March 8, 2021 regarding my request for such verification. 8. Heller Draper will undertake the litigation claims set forth in its motions for derivative standing on a contingency basis. I declare under penalty of perjury that the foregoing is true and correct according to the best of my knowledge, information and belief. Dated: April 12, 2021 By: /e/ Douglas S. Draper Douglas S. Draper (pro hac vice)

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EXHIBIT A

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EXECUTION COPY CREDIT AGREEMENT Dated as of March 3, 2020 among TEA OLIVE I, LLC, as the Borrower, TEA OLIVE, LLC, as the Parent, the Guarantors named herein, SECOND AVENUE CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent and the other Lenders party hereto

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Article I DEFINITIONS AND ACCOUNTING TERMS ............................................................................ 11.01 Defined Terms ................................................................................................................ 11.02 Other Interpretive Provisions ....................................................................................... 361.03 Accounting Terms Generally ....................................................................................... 371.04 Rounding ...................................................................................................................... 371.05 Times of Day ................................................................................................................ 38Article II THE COMMITMENTS AND BORROWINGS ......................................................................... 382.01 Committed Revolving Loans; Reserves ....................................................................... 382.02 Borrowings of Committed Revolving Loans................................................................ 382.03 Reserved ....................................................................................................................... 392.04 Reserved ....................................................................................................................... 392.05 Prepayments ................................................................................................................. 392.06 Termination or Reduction of Aggregate Revolving Commitments ............................. 402.07 Repayment of Committed Revolving Loans ................................................................ 412.08 Interest .......................................................................................................................... 412.09 Fees ............................................................................................................................... 412.10 Computation of Interest and Fees; Application of Payments ....................................... 412.11 Evidence of Debt .......................................................................................................... 422.12 Payments Generally; Agent’s Clawback ...................................................................... 422.13 Sharing of Payments by Lenders .................................................................................. 442.14 Settlement Amongst Lenders ....................................................................................... 442.15 Increase in Commitments ............................................................................................. 452.16 Defaulting Lenders ....................................................................................................... 46Article III TAXES, YIELD PROTECTION AND ILLEGALITY ............................................................. 483.01 Taxes ............................................................................................................................ 483.02 Illegality........................................................................................................................ 503.03 Inability to Determine Rates ......................................................................................... 503.04 Increased Costs; Reserves on Committed Revolving Loans ........................................ 513.05 Mitigation Obligations; Replacement of Lenders ........................................................ 523.06 Survival ........................................................................................................................ 53Article IV CONDITIONS PRECEDENT TO REVOLVING CREDIT BORROWINGS ......................... 534.01 Conditions of Initial Revolving Credit Borrowing ....................................................... 534.02 Conditions to all Revolving Credit Borrowings ........................................................... 56Article V REPRESENTATIONS AND WARRANTIES ........................................................................... 575.01 Existence, Qualification and Power ............................................................................. 575.02 Authorization; No Contravention ................................................................................. 575.03 Governmental Authorization; Other Consents ............................................................. 585.04 Binding Effect .............................................................................................................. 585.05 Financial Statements; No Material Adverse Effect ...................................................... 585.06 Litigation ...................................................................................................................... 595.07 No Default .................................................................................................................... 595.08 Ownership of Property; Liens ...................................................................................... 595.09 Environmental Compliance .......................................................................................... 605.10 Insurance ...................................................................................................................... 605.11 Taxes ............................................................................................................................ 605.12 ERISA Compliance ...................................................................................................... 615.13 Subsidiaries; Equity Interests ....................................................................................... 615.14 Margin Regulations; Investment Company Act ........................................................... 615.15 Disclosure ..................................................................................................................... 62

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5.16 Compliance with Laws ................................................................................................. 625.17 Intellectual Property; Licenses, Etc .............................................................................. 625.18 Labor Matters ............................................................................................................... 635.19 Security Documents ..................................................................................................... 635.20 Solvency ....................................................................................................................... 645.21 Deposit Accounts; Credit Card Arrangements ............................................................. 645.22 Brokers ......................................................................................................................... 645.23 Customer and Trade Relations ..................................................................................... 645.24 Material Contracts ........................................................................................................ 645.25 Casualty ........................................................................................................................ 645.26 Business Plan ................................................................................................................ 655.27 Personally Identifiable Information .............................................................................. 65Article VI AFFIRMATIVE COVENANTS ............................................................................................... 656.01 Financial Statements ..................................................................................................... 656.02 Certificates; Other Information .................................................................................... 666.03 Notices .......................................................................................................................... 676.04 Payment of Obligations ................................................................................................ 686.05 Preservation of Existence, Etc ...................................................................................... 686.06 Maintenance of Properties ............................................................................................ 686.07 Maintenance of Insurance............................................................................................. 696.08 Compliance with Laws ................................................................................................. 706.09 Books and Records; Accountants ................................................................................. 706.10 Inspection Rights .......................................................................................................... 706.11 Use of Proceeds ............................................................................................................ 726.12 Additional Loan Parties ................................................................................................ 726.13 Cash Management ........................................................................................................ 726.14 Information Regarding the Collateral ........................................................................... 746.15 Physical Inventories ..................................................................................................... 756.16 Environmental Laws ..................................................................................................... 756.17 Further Assurances ....................................................................................................... 756.18 Compliance with Terms of Leaseholds ........................................................................ 766.19 Material Contracts ........................................................................................................ 766.20 Business Plan ................................................................................................................ 766.21 Employee Benefit Plans ............................................................................................... 766.22 Inventory Tracking and Security .................................................................................. 776.23 Personally Identifiable Information .............................................................................. 786.24 Post-Closing Matters .................................................................................................... 78Article VII NEGATIVE COVENANTS ..................................................................................................... 787.01 Liens ............................................................................................................................. 787.02 Investments ................................................................................................................... 787.03 Indebtedness; Disqualified Stock ................................................................................. 787.04 Fundamental Changes .................................................................................................. 787.05 Dispositions .................................................................................................................. 797.06 Restricted Payments ..................................................................................................... 797.07 Prepayments of Indebtedness ....................................................................................... 797.08 Change in Nature of Business ...................................................................................... 807.09 Transactions with Affiliates ......................................................................................... 807.10 Burdensome Agreements.............................................................................................. 807.11 Use of Proceeds ............................................................................................................ 807.12 Amendment of Material Documents ............................................................................ 807.13 Fiscal Year .................................................................................................................... 80

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7.14 Deposit Accounts; Credit Card Processors ................................................................... 807.15 Financial Covenants ..................................................................................................... 817.16 Designation of Senior Debt .......................................................................................... 827.17 New Store Locations .................................................................................................... 827.18 Subsidiaries .................................................................................................................. 82Article VIII EVENTS OF DEFAULT AND REMEDIES ......................................................................... 828.01 Events of Default .......................................................................................................... 828.02 Remedies Upon Event of Default ................................................................................. 858.03 Application of Funds .................................................................................................... 86Article IX THE AGENT ............................................................................................................................. 869.01 Appointment and Authority .......................................................................................... 869.02 Rights as a Lender ........................................................................................................ 879.03 Exculpatory Provisions ................................................................................................. 879.04 Reliance by Agent ........................................................................................................ 889.05 Delegation of Duties ..................................................................................................... 889.06 Resignation of Agent .................................................................................................... 889.07 Non-Reliance on Agent and Other Lenders ................................................................. 899.08 No Other Duties, Etc .................................................................................................... 899.09 Agent May File Proofs of Claim .................................................................................. 899.10 Collateral and Guaranty Matters .................................................................................. 909.11 Notice of Transfer ........................................................................................................ 909.12 Reports and Financial Statements ................................................................................ 909.13 Agency for Perfection .................................................................................................. 919.14 Indemnification of Agent ............................................................................................. 919.15 Relation among Lenders ............................................................................................... 91Article X MISCELLANEOUS ................................................................................................................... 9110.01 Amendments, Etc ......................................................................................................... 9110.02 Notices; Effectiveness; Electronic Communications ................................................... 9310.03 No Waiver; Cumulative Remedies ............................................................................... 9410.04 Expenses; Indemnity; Damage Waiver ........................................................................ 9510.05 Payments Set Aside ...................................................................................................... 9610.06 Successors and Assigns ................................................................................................ 9610.07 Treatment of Certain Information; Confidentiality .................................................... 10010.08 Right of Setoff ............................................................................................................ 10110.09 Interest Rate Limitation .............................................................................................. 10110.10 Counterparts; Integration; Effectiveness .................................................................... 10210.11 Survival ...................................................................................................................... 10210.12 Severability ................................................................................................................. 10210.13 Replacement of Lenders ............................................................................................. 10210.14 Governing Law; Jurisdiction; Etc ............................................................................... 10310.15 Waiver of Jury Trial ................................................................................................... 10410.16 No Advisory or Fiduciary Responsibility; Disclosure Regarding Affiliates .............. 10410.17 USA PATRIOT Act Notice ........................................................................................ 10510.18 Foreign Asset Control Regulations ............................................................................ 10610.19 Time of the Essence ................................................................................................... 10610.20 Press Releases; Non-Disclosure ................................................................................. 10610.21 Additional Waivers ..................................................................................................... 10710.22 No Strict Construction ................................................................................................ 10810.23 Attachments ................................................................................................................ 108

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SCHEDULES 2.01 Revolving Commitments and Applicable Percentages 4.01(h) Existing Defaults under Material Contracts 5.01 Loan Parties Organizational Information 5.07 Existing Defaults under Material Indebtedness 5.08(b)(1) Owned Real Estate 5.08(b)(2) Leased Real Estate 5.09 Environmental Matters 5.10 Insurance 5.13 Subsidiaries; Equity Interests in the Borrower 5.17 Intellectual Property Matters 5.18 Collective Bargaining Agreements 5.21(a) DDAs 5.21(b) Credit Card Arrangements 5.22 Broker’s Fees 5.24 Material Contracts 6.02 Financial and Collateral Reporting 6.24 Post-Closing Obligations 7.01 Existing Liens 7.03 Existing Indebtedness; Affiliate Subordinated Notes 7.05 Dispositions 7.06 Management Agreements 7.09 Affiliate Transactions 7.15 Financial Covenants 10.02 Agent’s Office; Certain Addresses for Notices 10.06(b)(iii) Disqualified Lenders EXHIBITS Form of A Committed Loan Notice C Revolving Note D Compliance Certificate E Assignment and Assumption F Borrowing Base Certificate G Credit Card Notification H DDA Notification I Business Plan

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CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of March 3, 2020, among Tea Olive I, LLC, a Minnesota limited liability company (the “Borrower”), Tea Olive, LLC, a Minnesota limited liability company (the “Parent”), the Guarantors from time to time party hereto, each Lender from time to time party hereto, and Second Avenue Capital Partners, LLC, as Administrative Agent and Collateral Agent. The Borrower has requested that the Lenders provide a revolving credit facility and certain other financial accommodations, and the Lenders have indicated their willingness to lend on the terms and conditions set forth herein. All Obligations of the Loan Parties to the Lenders hereunder and under the other Loan Documents shall be full recourse to each of the Loan Parties and secured by the Agent’s security interest in and Liens on all or substantially all of the assets of the Loan Parties included in the Collateral. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “ACH” means automated clearinghouse transfers. “Accommodation Payment” as defined in Section 10.21(d). “Account” means “accounts” as defined in the UCC, and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a policy of insurance issued or to be issued, (d) for a secondary obligation incurred or to be incurred, (e) for energy provided or to be provided, (f) for the use or hire of a vessel under a charter or other contract, (g) arising out of the use of a credit or charge card or information contained on or for use with the card, or (h) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or governmental unit of a state. The term “Account” includes health-care-insurance receivables. “Acquisition” means, with respect to any Person (a) an investment in, or a purchase of, a Controlling interest in the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of any Store locations of any Person, in each case in any transaction or group of transactions which are part of a common plan. “Act” shall have the meaning provided in Section 10.17. “Additional Revolving Commitment Lender” shall have the meaning provided in Section 2.15(a)(iii).

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“Administrative Agent” means Second Avenue in its capacity as administrative agent under any of the Loan Documents, or any successor thereto in such capacities. “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent. “Affiliate” or “Affiliated” means, with respect to any Person, (i) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, (ii) any director, officer, managing member, partner, trustee, or beneficiary of that Person, (iii) any other Person directly or indirectly holding ten percent (10%) or more of any class of the Equity Interests of that Person, and (iv) any other Person ten percent (10%) or more of any class of whose Equity Interests is held directly or indirectly by that Person. “Affiliate Subordinated Noteholders” means those certain payees under the Affiliate Subordinated Notes. “Affiliate Subordinated Notes” means those certain amended and restated revolving promissory notes listed in Schedule 7.03. “Agent” means Second Avenue in its capacity as Administrative Agent and Collateral Agent under any of the Loan Documents, or any successor thereto in such capacities. “Agent’s Office” means the Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Agent may from time to time notify the Borrower and the Lenders. “Aggregate Revolving Commitments” means the Revolving Commitments of all of the Lenders. As of the Closing Date, the Aggregate Revolving Commitments are $60,000,000. “Agreement” means this Credit Agreement. “Allocable Amount” has the meaning specified in Section 10.21(d). “Applicable Lenders” means the Required Lenders, all affected Lenders, or all Lenders, as the context may require. “Applicable Margin” means six and one-quarter percent (6.25%). “Applicable Percentage” means, with respect to any Lender at any time, the percentage of the sum of the Aggregate Revolving Commitments represented by the sum of such Lender’s Revolving Commitment at such time. If the commitment of each Lender to make Committed Revolving Loans has been terminated pursuant to Section 2.06 or Section 8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. “Appraised Inventory Value” means, with respect to Eligible Inventory, the appraised orderly liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of Eligible Inventory as set forth in the inventory stock ledger of

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the Borrower, which value shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Agent. “Appraised Real Estate Value” means, with respect to Eligible Real Estate as of the Closing Date, $10,890,000, representing the “Go Dark” value of the Eligible Real Estate as of the Closing Date as set forth in an appraisal of Eligible Real Estate as determined by an independent appraiser engaged by the Agent. At any time after the Closing Date, if the “Go Dark” value of Eligible Real Estate shall be determined from an updated appraisal to be less than the “Go Dark” value in effect as of the Closing Date, then the Appraised Real Estate Value shall be immediately reduced to such lower appraised amount of Eligible Real Estate as reflected in such updated appraisal; provided, that Agent agrees that absent the existence and continuation of a Default or Event of Default, (a) the first such re-appraisal of Eligible Real Estate shall not take effect prior to the date that is one hundred eighty (180) days after the Closing Date, and (b) a new appraisal of the Eligible Real Estate be completed and take effect each subsequent six (6) month period thereafter. “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers or manages a Lender, or (d) the same investment advisor or an advisor under common control with such Lender, Affiliate or advisor, as applicable. “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit E or any other form approved by the Agent. “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or instrument were accounted for as a capital lease. “Availability” means, as of any date of determination thereof by the Agent, the result, if a positive number, of: (a) the Maximum Revolving Loan Amount minus (b) the Total Revolver Outstandings. “Availability Block” means an amount equal to $5,000,000; provided, however, that after the occurrence and during the continuance of an Event of Default, the Availability Block shall mean the greater of (a) $5,000,000 and (b) such other amount established from time to time by the Agent. “Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Committed Revolving Loans pursuant to Section 8.02.

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“Availability Reserves” means, without duplication of any other Reserves or items to the extent such items are otherwise addressed or excluded through eligibility criteria, such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Agent’s ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial condition of any Loan Party, or (d) to reflect that a Default or an Event of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in the Agent’s Permitted Discretion (but are not limited to), reserves based on: (i) rent; (ii) customs duties, and other costs to release Inventory which is being imported into the United States; (iii) outstanding Taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have priority over the interests of the Agent in the Collateral; (iv) salaries, wages and benefits due to employees of the Borrower, (v) Customer Credit Liabilities; (vi) Customer Deposits; (vii) reserves for reasonably anticipated changes in the Appraised Inventory Value of Eligible Inventory between appraisals; (viii) warehousemen’s or bailee’s charges and other Permitted Encumbrances which may have priority over the interests of the Agent in the Collateral; and (ix) amounts due to vendors on account of consigned goods. “Baseline Financial Statements” means the company prepared consolidated balance sheet of the Parent and its Subsidiaries for the Fiscal Month ended December 31, 2019, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year of the Parent and its Subsidiaries, including the notes thereto. “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%), or (b) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo Bank, National Association as its “prime rate.” The “prime rate” is a rate set by Wells Fargo Bank, National Association based upon various factors including Wells Fargo Bank, National Association’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Wells Fargo Bank, National Association shall take effect at the opening of business on the day specified in the public announcement of such change. “Base Rate Loan” means a Revolving Credit Borrowing that bears interest based on the Base Rate. “Blocked Account” has the meaning provided in Section 6.13(a)(ii). “Blocked Account Agreement” means with respect to an account established by a Loan Party, an agreement, in form and substance satisfactory to the Agent, establishing control (as defined in the UCC) of such account by the Agent and whereby the bank maintaining such account agrees, to comply only with the instructions originated by the Agent without the further consent of any Loan Party. “Blocked Account Bank” means each bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties, from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof; provided, that a bank shall not qualify as a Blocked Account Bank if the only DDAs of the Loan Parties held by such bank are Excluded Accounts. “Borrower Materials” means any Borrowing Base information, reports, financial statements and other materials delivered by the Borrower hereunder, as well as other Reports and information provided by the Agent to the Lenders.

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“Borrower” has the meaning specified in the introductory paragraph hereto. “Borrowing Base” means, at any time of calculation, an amount equal to: (a) the face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate; plus (b) the Cost of Eligible Inventory, net of Inventory Reserves, multiplied by the Appraised Inventory Value, multiplied by the Inventory Advance Rate; plus (c) the then Appraised Real Estate Value of Eligible Real Estate (giving effect to any reductions and/or adjustments as set forth in the definition of Appraised Real Estate Value), multiplied by the Real Estate Advance Rate, net of Realty Reserves; minus (d) the Availability Block; minus (e) the then amount of all Availability Reserves. “Borrowing Base Certificate” means a certificate substantially in the form of Exhibit F hereto (with such changes therein as may be required by the Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of the Borrower which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Agent. “Business” means the sale of consumer fashion goods, including apparel, shoes and accessories to end-users. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Agent’s Office is located. “Business Plan” means, with respect to any Fiscal Year, (i) a detailed forecast prepared by management of the Borrower for such Fiscal Year, which shall include (without limitation) an Availability model, Consolidated income statement, balance sheet, and statement of cash flows, by month, each prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices, the amount of any proposed distributions to be made pursuant to Section 7.06 and such other information (financial or otherwise) as is reasonably requested by the Agent, and (ii) any revisions to such forecast, in each case in form and substance satisfactory to the Agent in its Permitted Discretion. For the avoidance of doubt, a draft or preliminary plan submitted by the Borrower to the Agent shall be deemed the “Business Plan” hereunder until it has been finalized and accepted by the Borrower and the Agent. A true and complete copy of the initial Business Plan delivered hereunder is annexed hereto as Exhibit I.

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EXHIBIT B

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GUARANTY AGREEMENT GUARANTY AGREEMENT (this “Guaranty”), dated as of March ", 2020, by each of the undersigned (each, individually, a “Guarantor”, and collectively, the “Guarantors”), in favor of (a) SECOND AVENUE CAPITAL PARTNERS LLC, as administrative agent and collateral agent (in such capacities, the “Agent”) for itself and any other financial institution which is or becomes a party to the Credit Agreement (as defined herein) as a lender (each such financial institution, including Agent, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and (b) the Lenders (together with the Agent, collectively, the “Credit Parties”). Capitalized terms used in this Guaranty, unless otherwise defined herein, shall have the meanings ascribed to them in the Credit Agreement (defined below). W I T N E S S E T H: WHEREAS, reference is made to that certain Credit Agreement, dated as of even date (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by TEA OLIVE I, LLC, as Borrower, the other Loan Parties party thereto, the Lenders from time to time party thereto, and the Agent. WHEREAS, the Lenders have agreed to make loans to the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. WHEREAS, each of the Guarantors is an Affiliate of the Borrower and acknowledges that it will receive direct and indirect benefits from the availability of the credit facility provided for in the Credit Agreement and from the making of the loans by the Lenders. WHEREAS, the obligations of the Lenders to make loans are conditioned upon, among other things, the execution and delivery by the Guarantors of a guaranty in the form hereof. As consideration therefor, and in order to induce the Lenders to make loans, each Guarantor is willing to execute this Guaranty. Accordingly, each Guarantor hereby agrees as follows: 1. Guaranty. Each Guarantor hereby absolutely and unconditionally guarantees tothe Credit Parties and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations. Each Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations hereunder shall not be discharged until payment and performance, in full, in cash, of the Obligations has occurred, and that its obligations hereunder shall be absolute and unconditional, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, the Credit Agreement, any other Loan Document or any other agreement, document or instrument to which any Loan Party is or may become a party; (ii) the absence of any action to enforce the Credit Agreement, this Guaranty or any other Loan Document or the waiver or consent by any Credit Party with respect to any of the provisions thereof; (iii) the existence, value or condition of, or failure to perfect the Agent’s Lien against, any security for the Obligations or any action, or the absence of any action, by any Credit Party in respect thereof (including the release of any such security); (iv) the insolvency of any Loan Party; or (v) any

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other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment). Each Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder. 2. Waivers by Guarantors. (a) Each Guarantor expressly waives, to the extent permitted by applicable law, all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel any Credit Party to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Loan Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. (b) Each Guarantor waives, to the extent permitted by applicable law, any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any of the Borrower or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any such Borrower; (iv) the application by the Borrower of the proceeds of any Obligations for purposes other than the purposes represented by the Borrower to, or intended or understood by, the Agent or such Guarantor; (v) any act or omission by the Agent which directly or indirectly results in or aids the discharge of the Borrower or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of the Agent against the Borrower; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, and/or the failure to preserve the value of, or to comply with applicable Law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that the Agent give any notice of acceptance of this Guaranty. Each Guarantor further waives, to the extent permitted by applicable law, all rights and defenses such Guarantor may have arising out of (A) any election of remedies by the Agent, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys such Guarantor’s rights of subrogation or such Guarantor’s rights to proceed against the Borrower for reimbursement, or (B) any loss of rights such Guarantor may suffer by reason of any rights, powers or remedies of the Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights such Guarantor may have to a fair market value hearing to determine

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the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations. (c) Each Guarantor authorizes the Agent either before or after revocation hereof, without notice to or demand on such Guarantor, and without affecting such Guarantor’s liability hereunder, from time to time to: (a) alter, compromise, renew, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations or any portion thereof, including increase or decrease of the rate of interest thereon; (b) take and hold security for the payment of this Guaranty or the Obligations or any portion thereof, and exchange, enforce, waive, subordinate or release any such security; (c) apply such security and direct the order or manner of sale thereof, including without limitation, a non-judicial sale permitted by the terms of the controlling security agreement, mortgage or deed of trust, as the Agent in its discretion may determine; (d) release or substitute any one or more of the endorsers or any other guarantors of the Obligations, or any portion thereof, or any other party thereto; and (e) apply payments received by the Agent from the Borrower to any portion of the Obligations, in such order as the Agent shall determine in its sole discretion, whether or not such Obligations are covered by this Guaranty, and such Guarantor hereby waives, to the extent permitted by applicable law, any provision of law regarding application of payments which specifies otherwise. The Agent may without notice assign this Guaranty in whole or in part in accordance with the Credit Agreement. (d) It is agreed among each Guarantor and the Credit Parties that the waivers contained herein are of the essence of the transactions contemplated by this Guaranty and the other Loan Documents and that, but for the provisions of this Guaranty, the other Loan Documents and such waivers, the Credit Parties would decline to enter into the Loan Documents. 3. Benefit of Guaranty. Each Guarantor agrees that the provisions of this Guaranty are for the benefit of the Credit Parties and their respective permitted successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Loan Party and the Credit Parties, the obligations of such other Loan Party under the Loan Documents. 4. Waiver of Subrogation, Etc. Notwithstanding anything to the contrary in the Credit Agreement or in any other Loan Document, and except as set forth in SECTION 7, each Guarantor hereby expressly and irrevocably waives, to the extent permitted by applicable law, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses (other than the defense of payment) available to a surety, guarantor or accommodation co-obligor. Each Guarantor acknowledges and agrees that this waiver is intended to benefit the Credit Parties and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Credit Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this SECTION 4.

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5. Election of Remedies. (a) If any Credit Party may, under applicable Law, proceed to realize its benefits under any of the Loan Documents giving such Person a Lien upon any Collateral, whether owned by any Guarantor or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Credit Party may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, any Credit Party shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Guarantor or any other Person, whether because of any applicable Laws pertaining to “election of remedies” or the like, each Guarantor hereby consents to such action by such Credit Party and waives any claim based upon such action, even if such action by such Credit Party shall result in a full or partial loss of any rights of subrogation that any Guarantor might otherwise have had but for such action by such Credit Party. Any election of remedies that results in the denial or impairment of the right of any Credit Party to seek a deficiency judgment against any Borrower shall not impair any Guarantor’s obligation to pay the full amount of the Obligations. In the event any Credit Party shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, such Credit Party may bid all or less than the amount of the Obligations owing to it and the amount of such bid need not be paid by such Credit Party but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether any Credit Party or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed hereunder, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Credit Party might otherwise be entitled but for such bidding at any such sale. (b) All rights, powers and remedies of the Agent hereunder are cumulative. No delay, failure or discontinuance of the Agent in exercising any right, power or remedy hereunder shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by the Agent of any breach of this Guaranty, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. 6. Limitation. Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder (which liability is in any event in addition to amounts for which any Guarantor is primarily liable under any other provision of this Guaranty or any other Loan Document) shall be limited to an amount not to exceed, as of any date of determination, the amount that could be claimed by the Credit Parties from each Guarantor hereunder without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things,

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each Guarantor’s right of contribution and indemnification from the other Loan Parties under SECTION 7 and/or Section 10.4 of the Credit Agreement. 7. Contribution with Respect to Guaranty Obligations. (a) To the extent that any Guarantor shall make a payment hereunder of all or any of the Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Party, exceeds the amount that each Guarantor would otherwise have paid if each Loan Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of such Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations (other than contingent obligations as to which no claim has been asserted or threatened) and termination of the Revolving Credit Commitments, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Guarantor hereunder without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This SECTION 7 is intended only to define the relative rights of the Loan Parties and nothing set forth in this SECTION 7 is intended to or shall impair the obligations of the Loan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty and the other Loan Documents. Nothing contained in this SECTION 7 shall limit the liability of any Guarantor to pay the Loans made directly or indirectly to any Guarantor and accrued interest, fees and expenses with respect thereto for which any Guarantor shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Guarantor to which such contribution and indemnification is owing. (e) The rights of each Guarantor against other Loan Parties under this SECTION 7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Revolving Commitments. 8. Liability Cumulative. The liability of each Guarantor hereunder is in addition to and shall be cumulative with all liabilities of such Guarantor to the Credit Parties under the Loan Documents to which such Guarantor is a party or in respect of any Obligations or obligation of

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the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary. 9. Keepwell. Each Guarantor, to the extent it is a Qualified ECP Guarantor (as defined herein), hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty, under the Credit Agreement or under the Security Documents in respect of Swap Contracts; provided, that such Guarantor, to the extent it is a Qualified ECP Guarantor, shall only be liable under this SECTION 9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SECTION 9, or otherwise this Guaranty, under the Credit Agreement or under the Security Documents, voidable under applicable requirements of law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The obligations of any Guarantor, to the extent it is a Qualified ECP Guarantor, under this SECTION 9 shall remain in full force and effect until the guarantees in respect of Swap Obligations have been discharged, or otherwise released or terminated in accordance with the terms of this Guaranty and the other Loan Documents. Such Guarantor, to the extent it is a Qualified ECP Guarantor, intends that this SECTION 9 constitute, and this SECTION 9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 10. Reinstatement. Following any termination hereof, the liability of each Guarantor hereunder shall be reinstated and revived and the rights of the Agent and the other Credit Parties shall continue if and to the extent for any reason any amount at any time paid on account of any Obligations guaranteed hereby is rescinded or must otherwise be restored by any Credit Party, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any amount so paid must be rescinded or restored shall be made by the Agent in its sole discretion; provided however, that if the Agent chooses to contest any such matter at the request of any Guarantor, then, without limiting its obligations under Section 10.04 of the Credit Agreement, each Guarantor agrees to indemnify and hold the Agent harmless from and against all reasonable, out-of-pocket costs and expenses, including reasonable attorneys’ fees, expended or incurred by the Agent in connection therewith, including without limitation, in any litigation with respect thereto. 11. Expenses; Indemnification. (a) Without limiting or duplicating any of its other indemnification obligations hereunder or under the other Loan Documents, each Guarantor shall pay to

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the Agent not later than five (5) business days after demand the full amount of all payments, advances, charges, reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, expended or incurred by the Agent in connection with the enforcement of any of the Agent’s rights, powers or remedies and/or the collection of any amounts which become due to the Credit Parties under this Guaranty, and the prosecution or defense of any action in any way related to this Guaranty, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any Insolvency Proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by the Agent or any other Person) relating to any Guarantor or any other Person or entity. All amounts payable by any Guarantor under this SECTION 11 shall be Obligations secured by all of the Collateral, shall be payable on demand to the Agent, and shall bear interest from the date such demand is made until paid in full at the rate equal to the LIBO Rate plus the Applicable Margin from time to time. (b) Without limiting or duplicating any of its other indemnification obligations hereunder or under the other Loan Documents, each Guarantor hereby agrees to indemnify each Credit Party and their respective Related Parties (each an “Indemnified Person”) and hold each Indemnified Person harmless from and against any liability, actual loss, damage, suit, action, claim, expense or proceeding ever suffered or incurred by any such Indemnified Person (including reasonable attorneys’ fees and legal expenses) arising out of or relating to this Guaranty, the other Loan Documents, the Collateral, the Loan Parties’ use of the proceeds of the Loans or the Revolving Commitments, or the Loan Parties’ failure to observe, perform or discharge their duties hereunder, except those found by a final, non-appealable judgment of a court of competent jurisdiction to be resulting from the gross negligence, bad faith or willful misconduct of any Credit Party or its respective Related Parties. Without limiting the generality of the foregoing, these indemnities shall extend to any claims asserted against any Indemnified Person by any Person under any Environmental Laws in connection with any real property owned or leased by any Loan Party by reason of any Loan Party’s or any other Person’s (other than any Indemnified Person) failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. (c) Notwithstanding any contrary provision in this Guaranty, the obligations of each Guarantor under this SECTION 11 shall survive the payment in full of the Obligations and the termination of the Loan Documents. 12. Binding Effect; Successors and Assigns. This Guaranty shall be binding upon and inure to the benefit of the successors and assigns of each Guarantor and each Credit Party; provided, however, that, no Guarantor may sell, assign or transfer any interest in this Guaranty, or any of the Obligations, or any portion thereof, including, without limitation, any Guarantor’s rights, title, interests, remedies, powers and duties hereunder or thereunder. Each Guarantor hereby consents to any Lender’s participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Guaranty and any of the other Loan Documents, or of any portion hereof or thereof, including, without limitation, such Lender’s rights, title, interests, remedies, powers and duties hereunder or thereunder subject to the terms and conditions set forth in Section 10.06 of the Credit Agreement; provided, that no such participation, sale, assignment,

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transfer or other disposition shall be made to (i) a Defaulting Lender, (ii) any Loan Party or any Subsidiary of a Loan Party, (iii) an Affiliate of a Loan Party or (iv) any Disqualified Fund. 13. Amendment. Neither this Guaranty nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Agent and each Guarantor, subject to any consent required in accordance with Section 10.01 of the Credit Agreement. 14. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 15. GOVERNING LAW; CONSENT TO JURISDICTION, FORUM AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) EACH GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR AND, BY ACCEPTANCE HEREOF, EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, EACH CREDIT PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION WHERE SUCH GUARANTOR OR COLLATERAL PLEDGED BY

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SUCH GUARANTOR IS LOCATED. EACH GUARANTOR AND, BY ACCEPTANCE HEREOF, EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION. EACH GUARANTORS AND, BY ACCEPTANCE HEREOF, EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH GUARANTOR AND, BY ACCEPTANCE HEREOF, EACH CREDIT PARTY HEREBY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 17 HEREOF. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. (c) EACH GUARANTOR AND, BY ACCEPTANCE HEREOF, EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER GUARANTORS HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION. 16. Execution. This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Any executed counterpart of this Guaranty delivered by fax or as a PDF file contained in an e-mail transmission to the other parties hereto shall constitute an original counterpart of this Guaranty. 17. Notices. Except as otherwise provided herein, all notices, requests and demands to or upon a party hereto, to be effective, shall be in writing, and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered or received immediately when delivered against receipt, three (3) Business Days after deposit in the mail, postage prepaid, one (1) Business Day after

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deposit with an overnight courier or, in the case of facsimile notice, when sent with respect to machine confirmed, addressed as follows: (A) If to Agent: Second Avenue Capital Partners LLC 75 Second Avenue, Suite 550 Needham, MA 02494 Attention: Andrew Prunier Email: aprunier@secondavecap.com With a copy to (which shall not Riemer & Braunstein LLP constitute notice): Times Square Tower Seven Times Square, Suite 2506 Attention: Steven E. Fox and Lyle P. Stein Phone: (212) 789-3100 Facsimile: (212) 789-0140 (B) If to the Guarantors: c/o Tea Olive I, LLC 2600 Eagan Woods Drive, Suite 120 Eagan, Minnesota 55121 Attn: Matthew Whebbe, CEO Facsimile: (612) 339-5897 With a copy to (which shall not Fredrikson & Byron, P.A. constitute notice): 200 South Sixth Street, Suite 4000 Minneapolis, MN 55112 Attn: Mercedes M. Jackson, Esq. Facsimile: (612) 492-7077 or to such other address as each party may designate for itself by notice given in accordance with this SECTION 17. [Remainder of Page Intentionally Left Blank]

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EXHIBIT C

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JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”) is made as of this 5th day of May, 2020 by and among TEA OLIVE I, LLC, a Minnesota limited liability company (the “Borrower”), PINK DOGWOOD, LLC, a Minnesota limited liability company (“Pink Dogwood”), PINK DOGWOOD I, LLC, a Minnesota limited liability company (“Pink Dogwood I”; and together with Pink Dogwood the “Joining Affiliates”), each Lender (as defined in the Credit Agreement) from time to time party to the Credit Agreement, and SECOND AVENUE CAPITAL PARTNERS LLC, as Administrative Agent and Collateral Agent (“Agent”). W I T N E S S E T H: WHEREAS, Borrower, each Lender from time to time party thereto, and Agent are parties to that certain Credit Agreement dated as of March 3, 2020 (together with all schedules, exhibits and supplements thereto and all amendments, restatements, supplements and modifications thereof, the “Credit Agreement”), pursuant to which Lenders have agreed, subject to all the terms and conditions thereof, to make loans and other financial accommodations to the Borrower from time to time. WHEREAS, Borrower, Agent, for the benefit of itself and the Lenders, and the other grantors party thereto (collectively, “Grantors”) are also parties to that certain Security Agreement dated as of March 3, 2020 (as amended, modified, supplemented or restated and in effect from time to time, collectively, the “Security Agreement”), pursuant to which Borrower and the other Grantors granted to the Agent a security interest in and lien upon substantially all of the assets of Borrower and the other Grantors party thereto. WHEREAS, Agent, for the benefit of itself and the Lenders, and various Guarantors (collectively, “Guarantors”) are also parties to that certain Guaranty Agreement dated as of March 3, 2020 (as amended, modified, supplemented or restated and in effect from time to time, collectively, the “Guaranty Agreement”), pursuant to which the Guarantors party thereto guaranteed the payment and performance of the Obligations under the Credit Agreement. WHEREAS, it is a requirement under the Credit Agreement that each of the Joining Affiliates join as a Guarantor, a Grantor and a Loan Party under the Credit Agreement, the Security Agreement, the Guaranty and the other Loan Documents, as applicable, all on the terms and conditions as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Capitalized Terms. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement and/or the Security Agreement, as applicable. 2. Joinder as Guarantor; Grant of Security Interest. Effective as of the date hereof, each Joining Affiliate: (a) Acknowledges that it has received and reviewed copies of the Credit Agreement, the Security Agreement, the Guaranty Agreement, and the other Loan Documents; (b) Joins in the execution of, and becomes a party to, the Credit Agreement, the Security Agreement, the Guaranty Agreement, and the other Loan Documents as an additional Guarantor, Grantor and as a Loan Party, as the case may be, as indicated by its signature below;

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(c) Upon Agent’s request, agrees to execute and deliver an Equity Interest Pledge Agreement in substantially the form annexed hereto as Exhibit A and incorporated herein, and upon such execution and delivery such pledge agreement shall be a Loan Document for all purposes under the Credit Agreement; (d) Agrees to be bound by all representations, warranties, covenants, agreements, liabilities and acknowledgments of an additional Guarantor, an additional Grantor and as a Loan Party, as the case may be, under the Credit Agreement, the Security Agreement, the Guaranty Agreement, and the other Loan Documents, as such representations and warranties are supplemented by the schedules attached hereto as Exhibit B (collectively, the “Supplemental Schedules”) which pertain to the Credit Agreement, with the same force and effect as if it was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as an additional Guarantor, an additional Grantor and as a Loan Party, as the case may be; (e) Hereby pledges and grants to Agent, for the benefit of itself and the other Credit Parties, a lien on and first priority security interest in and to all of such Joining Affiliate’s right, title interest in, to and under the Collateral as collateral security for the payment and performance in full when due of the Secured Obligations. Notwithstanding the foregoing, the security interest granted herein and pursuant to the Security Documents shall not extend to, and the term “Collateral” shall not include, any Excluded Property; (f) Assumes and agrees to perform all applicable duties and obligations as a Guarantor, as a Grantor, and as a Loan Party, as the case may be, under the Credit Agreement, the Security Agreement, the Guaranty Agreement, and the other Loan Documents; and (g) Authorizes Agent to file all financing statements and continuation statements as it may deem necessary to perfect and maintain perfected Agent’s security interest. Each Joining Affiliate shall execute and deliver, or cause to be executed and delivered to Agent, concurrently with its execution of this Agreement, and at any time or times hereafter at the request of Agent or any Lender, all documents which Agent and/or Lenders may reasonably request, in form satisfactory to Agent and such Lender, to perfect and maintain perfected Agent’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Security Agreement. (h) Hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Joining Affiliate and in the name of such Joining Affiliate, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s Permitted Discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Joining Affiliate hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. 3. Ratification of Loan Documents. (a) Each reference in the Loan Documents to “Guarantor”, “Loan Parties” and “Grantors” shall also refer to Pink Dogwood and Pink Dogwood I, respectively. Except as specifically provided by this Agreement, all of the terms and conditions of the Credit Agreement, the Security Agreement, the Guaranty Agreement, and of each of the other Loan Documents shall remain in full force

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and effect. Borrower hereby ratifies, confirms, and reaffirms all of the representations, warranties and covenants contained therein, as supplemented by the Supplemental Schedules. (b) In connection with the within Joinder Agreement, Pink Dogwood I has informed Agent and Lenders that it is considering effectuating one or more Dispositions of its fee-owned interests in the real estate and improvements located at: (i) 1201 North Jefferson Street, Watseka, IL 60970 (the “Watseka Property”), and (ii) 902 Erkskine Plaza, South Bend, IN 46614 (the “South Bend Property”; and together with the Watseka Property, the “Pink Dogwood Properties”). Agent hereby confirms that anything in the Credit Agreement, Security Agreement, or other Loan Documents to the contrary notwithstanding, provided that the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with a Disposition of one or more of the Pink Dogwood Properties is at least equal to Fair Market Value, such Disposition(s) shall constitute a “Permitted Disposition” for purposes of Section 7.05 of the Credit Agreement. For purposes hereof, the term “Fair Market Value” shall mean the price at which the property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of relevant facts, assuming a sale in not more than 12 months. 4. No Default. Borrower additionally warrants and represents that no Default or Event of Default exists, and nothing contained herein shall be deemed to constitute a waiver by the Agent or any Lender of any Default or Event of Default which may nonetheless exist as of the date hereof. 5. Conditions Precedent to Effectiveness. This Agreement shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent: (a) This Agreement shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance satisfactory to the Agent. (b) All action on the part of each Joining Affiliate necessary for the valid execution, delivery and performance by such Joining Affiliate of this Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Agent shall have been provided to the Agent. (c) Pink Dogwood shall have executed and delivered to Agent an Equity Interest Pledge Agreement in the form annexed hereto as Exhibit A pledging its membership interests in Pink Dogwood I to Agent. (d) Each Joining Affiliate shall have executed and delivered to the Agent such additional documents, instruments, and agreements as the Agent may reasonably request. 6. Miscellaneous. (a) This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed signature page of this Agreement (or any notice or agreement delivered pursuant to the terms hereof) by facsimile transmission, .pdf copy or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

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(b) This Agreement expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (c) Any determination that any provision of this Agreement or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Agreement. (d) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). [Signature Pages Follow]

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EXHIBIT A Form of Equity Interest Pledge Agreement (see attached)

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EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT ("Agreement") is entered into as of [__], 2020, by and between PINK DOGWOOD, LLC, a Minnesota limited liability company with a mailing address at 2600 Eagan Woods Drive, Suite 120, Eagan, Minnesota 55121 (“Pink Dogwood”, or “Pledgor”), in favor of SECOND AVENUE CAPITAL PARTNERS LLC, with a mailing address at 75 Second Avenue, Needham, MA 02494 (as administrative agent and collateral agent (in such capacities, “Agent”)). Recitals: WHEREAS, Tea Olive I, LLC, a Minnesota limited liability company, as borrower (“Borrower”), those additional Persons that are joined as an additional borrower and Loan Party by executing a Joinder, Second Avenue Capital Partners LLC, as a lender, CIT Northbridge Credit LLC, as a lender, the Pledgor, as a Guarantor, the other Guarantors party thereto, each other lender from time to time party thereto, and Agent are parties to the Credit Agreement, dated March 3, 2020 (together with all schedules, exhibits and supplements thereto and all amendments, restatements and modifications thereof, the “Credit Agreement”), pursuant to which Lenders have agreed, subject to all the terms and conditions thereof, to make loans and other financial accommodations to the Borrower from time to time secured by a security interest in and lien upon substantially all of the assets of the Loan Parties. WHEREAS, contemporaneous with the execution and delivery of this Agreement, Pledgor is executing and delivering to the Agent a joinder to that certain Guaranty Agreement, dated as of March 3, 2020 (“Guaranty”), between and among the Agent and the Guarantors party thereto. WHEREAS, pursuant to the terms of the Guaranty and Joinder (as hereinafter defined) thereto, Pledgor has guaranteed the payment and performance to Agent and Lenders of all Obligations (as hereinafter defined). WHEREAS, the Pledgor is the record and beneficial owner of the equity interests listed on Schedule I hereto. WHEREAS, pursuant to the terms of the Credit Agreement, it is a condition to the Agent’s and Lenders’ continuing agreement to make loans under the Credit Agreement that Pledgor pledge to Agent, for the benefit of itself and the other Credit Parties, the Pledged Collateral (as hereinafter defined). Statement of Agreement: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the timely payment and performance of the Obligations, Pledgor agrees as follows: 1. Definitions. 1.1. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein astherein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

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"Equity Interest" shall mean the interest of any (i) shareholder in a corporation; (ii) partner in a partnership (whether general, limited, limited liability or joint venture); (iii) member in a limited liability company; or (iv) any Person having any other form of equity security or ownership interest. “Issuer” shall mean each of Pink Dogwood I, LLC, a Minnesota limited liability company. "Joinder" means that certain Joinder Agreement dated [__], 2020 made by Pledgor in favor of Agent (as amended, restated, modified or otherwise supplemented from time to time). "Obligations" has the meaning assigned to such term in Section 2 hereof. "Pledged Collateral" has the meaning assigned to such term in Section 2 hereof. "Pledged Equity Interests" shall mean the Equity Interests listed on Schedule I of this Agreement. "Powers" shall have the meaning ascribed to such term in Section 2 hereof. 1.2. As used herein, the words "herein," "hereof," "hereunder," and "hereon" shall have reference to this Agreement taken as a whole and not to any particular provision hereof; and the word "including" shall mean "including, without limitation." 2. Pledge; Agent’s Duties. 2.1. Pledgor hereby pledges, mortgages, collaterally assigns, sets over and delivers tothe Agent, for the benefit of itself and the other Credit Parties, and grants to the Agent a security interest in (i) all of the Pledged Equity Interests and all options of Pledgor, if any, for the purchase of shares of thecapital stock or other Equity Interests of the Issuer, and, with respect to such Equity Interests that areevidenced by one or more certificates, herewith, delivers such certificates to Agent, accompanied by stockpowers ("Powers") duly executed in blank, with signatures properly attested and (ii) all proceeds thereofand dividends at any time payable in connection therewith (said Pledged Equity Interests, Powers, proceedsand dividends hereinafter collectively called the "Pledged Collateral") as security for the payment andperformance of (a) all Obligations under (and as defined in) the Credit Agreement and all otherindebtedness, liabilities and obligations at any time or times now or hereafter owing by Borrower to Agentand Lenders under the Credit Agreement or any of the other Loan Documents; (b) all indebtedness,liabilities and obligations of Pledgor to Agent and Lenders under this Agreement; and (c) all of Pledgor'sindebtedness, liabilities and obligations under the Guaranty (clauses (a), (b) and (c) jointly hereinafter calledthe "Obligations"). 2.2. Agent shall not have any duty with respect to any of the Pledged Collateral other than the duty to use reasonable care in the safe custody of any tangible items of the Pledged Collateral in its possession. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests. Without limiting the generality of the foregoing, the Agent shall not be under any obligation to sell any of the Pledged Collateral or otherwise to take any steps necessary to preserve the value of any of the Pledged Collateral or to preserve rights in the Pledged Collateral against any other parties, but may do so at its option, and all reasonable expenses incurred in connection therewith shall be for the sole account of Pledgor. 3. Voting Rights. During the term of this Agreement, and so long as no Event of Defaultshall have occurred and be continuing, the Pledgor shall have the right to vote all or any portion of the

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Pledged Equity Interests. To that end, if Agent shall transfer all or any portion of the Pledged Collateral into its name or the name of its nominee as herein authorized, Agent shall, upon the request of any Pledgor, unless an Event of Default shall have occurred and be continuing, execute and deliver or cause to be executed and delivered to Pledgor, proxies with respect to the Pledged Collateral. Pledgor hereby grants to Agent effective upon or after the occurrence and during the continuance of any Event of Default, an IRREVOCABLE PROXY pursuant to which Agent shall be entitled to exercise all voting powers pertaining to the Pledged Collateral, including, without limitation, to call and attend all meetings of the board of each Issuer to be held from time to time with full power to act and vote in the name, place and stead of Pledgor, and any and all proxies theretofore executed by Agent shall terminate and thereafter be null and void and of no effect whatsoever. After such Event of Default is no longer continuing, Pledgor shall automatically have the right to exercise the voting rights and powers that it would otherwise be entitled to exercise pursuant to this Section. 4. Collection of Dividend Payments. During the term of this Agreement, and so long as no Event of Default shall have occurred and be continuing, Pledgor shall have the right to receive and retain any and all sums payable by Issuers on account of any of the Pledged Collateral. After the occurrence and during the continuance of any Event of Default, all sums payable by Issuers on account of any of the Pledged Collateral shall be paid to Agent and any such sum received by any Pledgor shall be deemed to be held by Pledgor for the benefit of Agent and Lenders and shall be promptly turned over to Agent for application to the Obligations in such order of application as set forth in Section 8.03 of the Credit Agreement. Upon the cure or waiver of all existing Events of Default, Pledgor shall automatically have the right to receive and retain any and all sums payable by Issuers on account of any of the Pledged Collateral that it would otherwise be entitled to exercise pursuant to this Section. 5. Representations and Warranties of Pledgor. Pledgor warrants and represents that, as of the date hereof: 5.1. Pledgor is the legal and beneficial owner of the Pledged Collateral; 5.2. All of the Pledged Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any liens, charges or encumbrances except for Agent’s security interests hereunder and Permitted Encumbrances; 5.3. The Pledged Equity Interests constitute 100.00% of the issued and outstanding Equity Interests of Issuers; 5.4. There are no restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral other than as set forth herein; 5.5. Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any encumbrances and applicable restrictions imposed by any governmental agency or regulation and without any restriction under the charter or bylaws of any Issuer or any agreement among any Issuer’s directors or managers; 5.6. The execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of the charter or operating agreement of Pledgor, any agreement, indenture or instrument, any license, judgment, decree, order, law, statute or other governmental rule or regulation, including, without limitation, any federal or state laws or regulations governing the sale or exchange of securities; and 5.7. Except to the extent already obtained or made, no consent, filing, approval,

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registration or recording is required (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or (ii) to perfect the Lien created by this Agreement, except for possession by Agent of any certificate evidencing Pledged Equity Interests or the filing of a UCC-1 financing statement with respect to investment property. 6. Affirmative Covenants of Pledgors. Until all of the Obligations have been paid in full in cash (other than contingent obligations for which no claims have been made) and the Revolving Commitments have been terminated, Pledgor covenants that Pledgor will: 6.1. Warrant and defend, at Pledgor's own expense, Agent’s right, title, special property and security interest in and to the Pledged Collateral against the claims of any person or entity; and 6.2. Deliver to Agent promptly to hold under this Agreement any shares of the capital stock or other Equity Interests of Issuers acquired by Pledgor by virtue of the exercise of any stock options included within the Pledged Collateral. To the extent that any portion of the Pledged Collateral may now or hereafter consist of uncertificated securities within the meaning of Article 8 of the UCC, Pledgor irrevocably authorizes and instructs Issuers to comply with any instruction received by Issuers from Lender with respect to the Pledged Collateral without any other or further instructions from or consent of Pledgor, and Pledgor agrees that such Issuer shall be fully protected in so complying; provided, however, that Agent agrees that it will not issue or deliver any such instructions except upon the occurrence and during the continuation of an Event of Default. 7. Negative Covenants of Pledgors. Until all of the Obligations have been paid in full in cash (other than contingent obligations for which no claims have been made) and the Revolving Commitments have been terminated, Pledgor covenants that Pledgor will not: 7.1. Sell, convey or otherwise dispose of any of the Pledged Collateral or any interest therein if such sale, conveyance or disposition would result in Pledgor’s failure to own and control, directly or indirectly, 100% of the Equity Interests of Issuers except as permitted by the Credit Agreement; 7.2. Incur or permit to be incurred any pledge, lien, charge, or encumbrance or any security interest whatsoever in or with respect to any of the Pledged Collateral or the proceeds thereof, other than the security interest created hereby and Permitted Encumbrances; 7.3. Consent to the issuance by Borrower of any new stock or other Equity Interest if such issuance would result in Pledgor’s failure to own and control, directly or indirectly, at least 51% of the Equity Interests of Issuers except as permitted under the Credit Agreement; or 7.4. Consent to any merger or other consolidation of Issuers with or into any other corporation or entity except as permitted under the Credit Agreement. 8. Subsequent Changes Affecting Pledged Collateral. Agent may, upon or at any time after the occurrence and during the continuance of an Event of Default, at its option and without notice to any applicable Pledgor, transfer or register the Pledged Collateral or any portion thereof into its name or the names of its nominee with or without any indication that such Pledged Collateral is subject to the security interest hereunder; provided, that upon the cure or waiver of all existing Events of Default, the Agent shall transfer to (or register in the name of, as applicable) each applicable Pledgor any such Pledged Interests. 9. Pledged Share Adjustments. If during the term of this Agreement any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of Issuers, or any

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option included within the Pledged Collateral is exercised, or both, all new, substituted and additional shares, or other securities or Equity Interests, issued to any Pledgor by reason of any such change or exercise shall be promptly delivered to and held by Agent under terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder. 10. Warrants, Options and Rights. If during the term of this Agreement subscription warrants or any other rights or options shall be issued to or exercised by any Pledgor in connection with the Pledged Collateral, then such warrants, rights and options shall be promptly collaterally assigned by Pledgor to Agent and all new stock or other securities or Equity Interests so acquired by Pledgor shall be promptly collaterally assigned to Agent to be held under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder. 11. [Reserved.] 12. Consent. Pledgor hereby consents that, from time to time, before or after the occurrence or existence of any Event of Default, and with or without notice to or assent from any Pledgor, any other security at any time held by or available to Agent for any of the Obligations may be exchanged, surrendered, or released, and any of the Obligations may be changed, altered, renewed, extended, continued, surrendered, compromised, waived or released, in whole or in part, as Agent may see fit, and Pledgor shall remain bound under this Agreement and the Guaranty. 13. Remedies Upon Default. Upon or after the occurrence and continuance of any Event of Default, Agent shall have, in addition any other rights given by law or the rights given hereunder or under the Loan Documents, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the UCC. In addition, with respect to the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Agent’s possession or custody, Agent may sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at such price as Agent may deem commercially reasonable, and for cash or on credit or for future delivery, without assumption of any credit risk, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever. Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Agent will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgor, as provided in Section 18 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived to the extent permitted by applicable Law. Agent may, in its name, or in the name of its designees or nominees, buy at any public sale of the Pledged Collateral and, if permitted by applicable law, buy at any private sale thereof. Pledgor will pay to Agent on demand all reasonable, out-of-pocket and documented expenses (including, without limitation, court costs and reasonable, out-of-pocket and documented attorneys' fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral and any expenses of Pledged Collateral. 14. Term; Release. This Agreement shall become effective only when accepted by Agent in writing and, when so accepted, shall constitute a continuing agreement and shall remain in full force and effect until the Revolving Commitments are terminated and all of the Obligations have been paid in full in cash (other than contingent obligations for which no claim has been made) (such date, the “Termination Date”). On the Termination Date, the Agent, at the reasonable request and expense of the Pledgor, will promptly execute and file or deliver to Pledgor or its designee a proper instrument or instruments (including

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UCC-3 termination statements) acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer and deliver to the Pledgor (without recourse and without any representation or warranty) any of the Pledged Collateral as may be in the possession of Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement. 15. Successors and Permitted Assigns. This Agreement shall be binding upon Pledgor and Pledgor's successors and permitted assigns, and shall inure to the benefit of Agent and its successors and permitted assigns. In the event of a sale or assignment by any Lender of all or any part of its interest under the Credit Agreement, such Lender may assign or transfer its rights and interests under this Agreement in whole or in part to the purchaser or purchasers of such interests, whereupon such purchaser or purchasers shall become vested with all of the powers and rights given to such Lender hereunder, and such Lender shall thereafter be forever released and fully discharged from any liability or responsibility hereunder with respect to the rights and interests so assigned. 16. Construction and Applicable Law. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision of this Agreement shall be held to be prohibited or invalid under any applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. 17. Cooperation and Further Assurances. Pledgor agrees that it will cooperate with Agent and will promptly upon Agent’s reasonable request execute and deliver, or cause to be executed and delivered, all such other stock powers, instruments, and documents, and will take all such other action as Agent may reasonably request from time to time, in order to carry out the provisions and purposes hereof, including, without limitation, delivering to Agent, if requested by Agent, irrevocable proxies with respect to the Pledged Equity Interests in form reasonably satisfactory to Agent. Until receipt thereof, this Agreement shall constitute Pledgor's proxy to Agent or its nominee to vote all shares of the Pledged Equity Interests then registered in Pledgor's name upon the occurrence and continuance of an Event of Default. 18. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and shall be effective upon receipt by the noticed party. Acceptable methods for giving notices hereunder shall include first-class U.S. mail, facsimile transmission, electronic mail and commercial courier service. Regardless of the manner in which notice is provided, notices may be sent to the addresses for Agent and Pledgor as set forth herein or to such other address as either party may give to the other for such purpose in accordance with this Section 18. 19. Waiver of Subrogation and Other Claims. Pledgor recognizes that Agent, in exercising its rights and remedies with respect to the Pledged Collateral, may likely be unable to find one or more purchasers thereof if, after the sale of the Pledged Collateral, any Issuer were, because of any claim based on subrogation or any other theory, liable to any Pledgor on account of the sale by Agent of the Pledged Collateral in full or partial satisfaction of the Obligations or liable to any Pledgor on account of any indebtedness owing to any Pledgor that is subordinated to any or all of the Obligations. Pledgor hereby agrees, therefore, that if Agent sells any of the Pledged Collateral in full or partial satisfaction of the Obligations, Pledgor hereby expressly waives and relinquishes all such rights and claims against each Issuer to the extent permitted by applicable law until all of the Obligations have been paid in full in cash (other than contingent obligations for which no claims have been made) and the Revolving Commitments have been terminated. 20. Agent Appointed Attorney-In-Fact. Effective upon the occurrence and during the continuance of an Event of Default, Pledgor hereby constitutes and appoints Agent, with full power of

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substitution, Pledgor's attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, in each case to the extent such action is not inconsistent with the provisions of this Agreement and which appointment is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Agent shall have the power to arrange for the transfer, upon or at any time after the occurrence and during the continuance of an Event of Default, of any of the Pledged Collateral on the books of Issuers to the name of Agent. Pledgor agrees to indemnify and save Agent harmless from and against any liability or damage which Agent may suffer or incur in the exercise or performance of any of Agent’s powers and duties specifically set forth herein, except in accordance with the terms, conditions and provisions of Section 9.14 of the Credit Agreement. 21. Counterparts. This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement. 22. WAIVERS. PLEDGOR HEREBY WAIVES TO THE EXTENT PERMITTED BY LAW: NOTICE OF AGENT’S ACCEPTANCE OF THIS AGREEMENT; NOTICE OF EXTENSIONS OF CREDIT, LOANS, ADVANCES OR OTHER FINANCIAL ASSISTANCE BY AGENT AND LENDERS TO ANY ISSUER; THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND LENDERS ALSO WAIVE) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM CONCERNING THIS AGREEMENT; PRESENTMENT AND DEMAND FOR PAYMENT OF ANY OF THE OBLIGATIONS; PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH RESPECT TO ANY OF THE OBLIGATIONS; AND ALL OTHER NOTICES TO WHICH PLEDGOR MIGHT OTHERWISE BE ENTITLED EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED. [SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, Pledgor has signed, sealed and delivered this Agreement, on the day and year first above written. PLEDGOR: PINK DOGWOOD, LLC By: ______________________________ Name: ___________________________ Title: ____________________________ [Signatures Continued Next Page]

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Accepted: SECOND AVENUE CAPITAL PARTNERS LLC ("Agent") By: _______________________________ Name: ____________________________ Title: ______________________________

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SCHEDULE I TO EQUITY INTEREST PLEDGE AGREEMENT PLEDGED EQUITY INTERESTS Pledgor Issuer Description of Pledged Evidenced on the Equity Interests Closing Date by Pink Dogwood, LLC Pink Dogwood I, LLC Membership Interests Uncertificated 2610101.1

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EXHIBIT B Supplemental Schedules (see attached)

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SUPPLEMENTAL DISCLOSURE SCHEDULES to Credit Agreement Dated as of March 3, 2020 among TEA OLIVE I, LLC, as the Borrower, TEA OLIVE, LLC, as the Parent, the Guarantors named herein, SECOND AVENUE CAPITAL PARTNERS LLC, as Administrative Agent and Collateral Agent and the other Lenders party hereto

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SCHEDULES 2.01 Revolving Commitments and Applicable Percentages1 4.01(h) Existing Defaults under Material Contracts 5.01 Loan Parties’ Organizational Information 5.07 Existing Defaults under Material Indebtedness 5.08(b)(1) Owned Real Estate 5.08(b)(2) Leased Real Estate 5.09 Environmental Matters 5.10 Insurance 5.13 Subsidiaries; Equity Interests in the Borrower 5.17 Intellectual Property Matters 5.18 Collective Bargaining Agreements 5.21(a) DDAs 5.21(b) Credit Card Arrangements 5.22 Broker’s Fees 5.24 Material Contracts 6.02 Financial and Collateral Reporting 6.24 Post-Closing Matters 7.01 Existing Liens 7.03 Existing Indebtedness; Affiliate Subordinated Notes 7.05 Dispositions 7.06 Management Agreements 7.09 Affiliate Transactions 10.02 Agent’s Office; Certain Addresses for Notices2 10.06(b)(iii) Disqualified Lenders3 1 No change. 2 No additional disclosures. 3 No additional disclosures.

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Schedule 4.01(h) Existing Defaults under Material Contracts None.

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Schedule 5.01 Loan Parties’ Organizational Information Federal Organizational Legal Name of Type of Jurisdiction of Taxpayer Identification Loan Party Organization Organization Identification Number Number Pink Dogwood, Limited liability Minnesota 1019794400022 83-0874284 LLC company Pink Dogwood Limited liability Minnesota 1019795300021 83-0891165 I, LLC company

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Schedule 5.07 Defaults under Material Indebtedness None.

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Schedule 5.08(b)(1) Owned Real Estate Loan Party Address Mortgage or lien Pink Dogwood I, LLC 1201 North Jefferson Street, None. Watseka, IL 60970 Pink Dogwood I, LLC 200 North Ernest Grove Parkway, None. Watseka, IL 60970 Pink Dogwood I, LLC 317 Old US Highway 24, None. Watseka, IL 60970 Pink Dogwood I, LLC 902 Erkskine Plaza, South Bend, Yes. Store Capital IN 46614 Acquisitions, LLC, a Delaware limited liability company, has a mortgage on the property pursuant to that certain Mortgage Loan Agreement, dated as of August 17, 2018, by and between Store Capital Acquisitions, LLC and Pink Dogwood I, LLC

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Schedule 5.08(b)(2) Leased Real Estate Loan Party County Lessor Contact Addresses Pink 1058 Milwaukee Racine Fox River Fox River Plaza, LLC Dogwood Avenue Plaza, Attn: Joe Devorkin I, LLC LLC 11518 N. Port Washington Rd Suite 103 Mequon, WI 53092 E-mail: joe@jomela.com

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Schedule 5.09 Environmental Matters None.

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Schedule 5.13 Subsidiaries; Equity Interests in the Borrower (a) Legal Name Jurisdiction Authorized Equity Pink Dogwood, Minnesota 100 Voting LLC 9,900 Nonvoting Pink Dogwood I, Minnesota N/A LLC (b) Loan Party Owned By Units Percentage Pink Dogwood, Matthew F. Whebbe 100 Voting 99% LLC 9,800 Nonvoting The 2018 Whebbe Family Trust 100 Nonvoting 1% Pink Dogwood I, Pink Dogwood, LLC N/A 100% LLC

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Schedule 5.17 Intellectual Property Matters None.

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Schedule 5.18 Collective Bargaining Agreements None.

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Schedule 5.21(a) DDAs Name of Company Account Name & Address of Contact Blocked Number Financial Institutions Person Account Bank Pink Dogwood I, 410-3306 Gateway Bank - 745 Becky Durand No LLC Market Street, Mendota Heights, MN 55118

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Schedule 5.21(b) Credit Card Arrangements None.

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Schedule 5.22 Broker’s Fees None.

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Schedule 5.24 Material Contracts None.

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Schedule 7.01 Existing Liens
Table 1 on page 61. Back to List of Tables
No. Debtor Secured Party Jurisdiction Filing
Date
Financing
Statement No.
1. Pink Dogwood
I, LLC
Store Capital
Acquisitions, LLC
Minnesota 08/20/2018 10288877100059
2. Pink Dogwood
I, LLC
Store Capital
Acquisitions, LLC
Minnesota 08/20/2018 10288877100088

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Schedule 7.03 Existing Indebtedness; Affiliate Subordinated Notes 1. Indebtedness owing pursuant to that certain Revolving Promissory Note, dated as of August 18, 2018, issued by Pink Dogwood I, LLC, as Borrower, in favor of Flowering Peach, LLC, as Lender, with an aggregate balance of $0 owed as of April 28, 2020. 2. Indebtedness owing pursuant to that certain Mortgage Loan Agreement, dated as of August 17, 2018, by and between Store Capital Acquisitions, LLC and Pink Dogwood I, LLC.

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Schedule 7.05 Dispositions None.

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Schedule 7.06 Management Agreements 1. That certain Shared Services Agreement, dated as of August 17, 2018, by and between Pink Dogwood I, LLC, a Minnesota limited liability company, as Purchaser, and Tea Olive I, LLC, a Minnesota limited liability company, as Provider.

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Schedule 7.09 Affiliate Transactions None.

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EXHIBIT D

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EXHIBIT F

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rom: Steven Fox <SFox@riemerlaw.com> ent: Monday, March 08, 2021 1:03 PM o: Douglas Draper <ddraper@hellerdraper.com> c: Clinton Cutler <ccutler@fredlaw.com>; Steven Fox <SFox@riemerlaw.com> ubject: RE: Tea Olive o you seriously want to take the time – or dollars – to argue over whether there has been diminution here? Just a minder, you’d be doing that on your own nickel, while my fees are borne by the estate. I can’t imagine anyone inking the value of the vehicles warrants that effort, but we’d be prepared to go down that path if that’s what you ant to do. rom: Douglas Draper <ddraper@hellerdraper.com> ent: Monday, March 8, 2021 1:44 PM o: Steven Fox <SFox@riemerlaw.com> ubject: Re: Tea Olive External E-Mail. Use caution opening links or attachments. our liens are just diminution liens. ent from my iPhone On Mar 8, 2021, at 12:38 PM, Steven Fox <SFox@riemerlaw.com> wrote: Douglas: I will have to check with Second Avenue to see if they are holding any of the titles and get back to you.

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certain anything needs to be done here. Regards, Steven Fox, Esq. Riemer | Braunstein LLP Times Square Tower, Suite 2506 | Seven Times Square | New York, New York 10036 d: +1-212-789-3150 | f: +1-212-719-0140 | m: +1-914-841-5807 SFox@riemerlaw.com | www.riemerlaw.com From: Douglas Draper <ddraper@hellerdraper.com> Sent: Monday, March 8, 2021 12:32 PM To: Steven Fox <SFox@riemerlaw.com> Cc: Steven Kinsella <SKinsella@fredlaw.com>; Clinton Cutler <ccutler@fredlaw.com> Subject: Tea Olive External E-Mail. Use caution opening links or attachments. Do you claim a lien on the debtors titled vehicles. If so do you either have a copy of the titles or have actual possession of the titles. If you don’t assert a lien how do you want to handle Sent from my iPhone Due to the current health crisis, the staff of Heller Draper & Horn, LLC will be working remotely and there may be some delay in responding to your email. CONFIDENTIALITY NOTICE: INFORMATION IN THIS MESSAGE IS INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIAL USE OF THE RECIPIENT(S) NAMED ABOVE. This message is sent by or on behalf of an attorney of the law firm Heller, Draper & Horn, L.L.C. and is intended only for the use of the individual or entity to whom it is addressed. This message contains information and/or attachments that are privileged, confidential and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient or is not the employee or agent responsible for delivering this message to the intended recipient, please do not read, copy, use or disclose this communication to anyone. If you have received this communication in error, please notify us immediately by reply e-mail or by telephone at 504-299-3300 and immediately delete this message and all of its attachments. Circular 230: Pursuant to federal tax regulations imposed on practitioners who render tax advice ("Circular 230"), we are required to advise you that any advice contained in this communication regarding federal taxes is not written or intended to be used, and cannot be used by any person as the basis for avoiding federal tax penalties under the Internal Revenue Code nor can such advice be used or referred to for the purpose of promoting marketing or recommending any entity, investment plan or arrangement. Thank You. _____________________________________________ Privileged And Confidential Communication.

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above. If you have received this electronic message in error, please notify the sender and delete the electronic message. Any disclosure, copying, distribution, or use of the contents of the information received in error is strictly prohibited. For our Privacy Policy, click here ue to the current health crisis, the staff of Heller Draper & Horn, LLC will be working remotely and there may be some elay in responding to your email. ONFIDENTIALITY NOTICE: FORMATION IN THIS MESSAGE IS INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIASE OF THE RECIPIENT(S) NAMED ABOVE. This message is sent by or on behalf of an attorney of the larm Heller, Draper & Horn, L.L.C. and is intended only for the use of the individual or entity to whom it is ddressed. This message contains information and/or attachments that are privileged, confidential and exempt om disclosure under applicable law. If the reader of this message is not the intended recipient or is not the mployee or agent responsible for delivering this message to the intended recipient, please do not read, copy, se or disclose this communication to anyone. If you have received this communication in error, please notify s immediately by reply e-mail or by telephone at 504-299-3300 and immediately delete this message and all os attachments. ircular 230: ursuant to federal tax regulations imposed on practitioners who render tax advice ("Circular 230"), we are quired to advise you that any advice contained in this communication regarding federal taxes is not written ortended to be used, and cannot be used by any person as the basis for avoiding federal tax penalties under the ternal Revenue Code nor can such advice be used or referred to for the purpose of promoting marketing or commending any entity, investment plan or arrangement. Thank You. ____________________________________________ rivileged And Confidential Communication. his electronic transmission, and any documents attached hereto, (a) are protected by the Electronic ommunications Privacy Act (18 USC §§ 2510-2521), (b) may contain confidential and/or legally privileged formation, and (c) are for the sole use of the intended recipient named above. If you have received this lectronic message in error, please notify the sender and delete the electronic message. Any disclosure, copyingistribution, or use of the contents of the information received in error is strictly prohibited. or our Privacy Policy, click here ue to the current health crisis, the staff of Heller Draper & Horn, LLC will be working remotely and there may be some elay in responding to your email. ONFIDENTIALITY NOTICE: FORMATION IN THIS MESSAGE IS INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIAL USE OF THE RECIPIENT(S) AMED ABOVE. This message is sent by or on behalf of an attorney of the law firm Heller, Draper & Horn, L.L.C. and is tended only for the use of the individual or entity to whom it is addressed. This message contains information and/or ttachments that are privileged, confidential and exempt from disclosure under applicable law. If the reader of this essage is not the intended recipient or is not the employee or agent responsible for delivering this message to the

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ircular 230: ursuant to federal tax regulations imposed on practitioners who render tax advice ("Circular 230"), we are required to dvise you that any advice contained in this communication regarding federal taxes is not written or intended to be sed, and cannot be used by any person as the basis for avoiding federal tax penalties under the Internal Revenue Codeor can such advice be used or referred to for the purpose of promoting marketing or recommending any entity, vestment plan or arrangement. Thank You.

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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, Jeffrey D. Klobucar, an attorney licensed to practice law in this Court, with an office address of 100 South Fifth Street, Suite 1500, Minneapolis, MN 55402, declare that on April 12, 2021, I caused the following documents: - Declaration of Douglas S. Draper in Support of Committee Motions with Exhibits A-G; 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 all parties entitled to notice pursuant to Local Rule 9013-3. And I declare, under penalty of perjury, that the foregoing is true and correct. Dated: April 12, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (#0389368)

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