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Full title: Motion to sell property free and clear of liens filed by Tea Olive I, LLC. An affidavit or verification, Memorandum of law, Proposed order. Fee Amount $188. Hearing scheduled 6/8/2021 at 09:00 AM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (Andre, Samuel) (Entered: 05/17/2021)

Document posted on May 16, 2021 in the bankruptcy, 40 pages and 0 tables.

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Class Plaintiffs and the Defendants filed in the Class Action Case on September 18, 2018 (the “Settlement”); and (ii) against any of the Defendants arising out of or related to the conduct alleged in connection with the types of claims for relief asserted in any complaint, amended complaint or supplemental complaint in the Class Action Case, whether raised in the Class Action Case or in any other forum, whether such conduct took place during the class period alleged or sought to be established in the Class Action Case (which class period currently relates to the time period between January 1, 2004 and January 25, 2019 (the “Current Class Period”) pursuant to the Settlement) or otherwise, and whether by settlement or judgment, including, without limitation, all of Seller’s rights, title and interest in and to (a) the Claims, (b) all rights to receive any monetary recoveries, principal, cash and interest, fees, and other amounts in connection with the Claims, and (c) all proceeds with respect to the foregoing, whether the approval of the Settlement or otherwise by the United States District Court for the Eastern District of New York (“District Court”) or any other court of competent jurisdiction (“Judicial Approval”) is modified, vacated or overturned, or whether such Claims are asserted outside of the Class Action Case. Agreement was provided by Seller and is true and correct; (d) Seller is the sole owner of, and has good legal and beneficial title to, the Claims and the other Assigned Rights, free and clear of all liens, claims, security interests or encumbrances of any kind; (e) Seller has not previously pledged, sold, assigned, participated or otherwise transferred the Claims or any other Assigned Rights, in whole or in part, or any interest therein; (f) Seller has not engaged any claims filer or other third party service provider with respect to the Assigned Rights or Claim (g) neither the execution, delivery or performance of this Agreement nor consummation of the transactions contemplated pursuant to this Agreement will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting Seller, the Claims or any other Assigned Rights; (h) no consent, approval, filing or other action is required as a condition to, or otherwise in connection with, the execution, delivery and performance of this Agreement by Seller; (i) no payment has been received by or on behalf of Seller in full or partial satisfaction of the Claims or any other Assigned Rights; (j) the Claims are the only known antitrust claims that Seller holds against the Defendants in respect of the Class Action Case; (k) Seller is an “Authorized Claimant” entitled to receive payments as provided in the Settlement and is a member of the Rule 23(b)(3)might differ both in kind and amount from the amount ultimately distributed with respect to the Assigned Rights; (d) it has adequate information concerning the Claims and the Class Action Case to make an informed d

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. NOTICE OF HEARING AND MOTION FOR AN ORDER APPROVING SALE OF CLAIMS FREE AND CLEAR OF LIENS AND INTERESTS TO: The parties in interest as specified in Local Rule 9013-3(a)(2). 1. The above-captioned debtor (the “Debtor”) moves this Court for the relief requested below and gives notice of hearing. 2. The Court will hold a hearing on this Motion at 9:00 a.m. (central time) on June 8, 2021, in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, MN 55101. The hearing will be held telephonically: Dial 1-888-684-8852; when prompted, enter ACCESS CODE: 5988550; when prompted, enter SECURITY CODE: 0428. 3. Any response to the Motion must be filed and served not later than June 3, 2021, pursuant to the applicable Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Local Rules. UNLESS A RESPONSE OPPOSING THAT RELIEF IS TIMELY FILED, THE COURT MAY GRANT THE RELIEF REQUESTED WITHOUT A HEARING. 4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Bankruptcy Rule 5005, and Local Rules 1070-1 and 1073-1. This is a core proceeding. The petition commencing this chapter 11 case was filed on January 10, 2021 (the “Filing Date”). The case is now pending in this Court.

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5. The relief sought in this Motion is based upon 11 U.S.C. §§ 105(a), 363, and 541 and Bankruptcy Rules 2002(a)(2) and 6004. 6. The Debtor proposes to sell all of its rights, titles, and interests in, to, and under any and all claims, demands, rights and causes of action that the Debtor had, now has, or may in the future against or with respect to a settlement of claims or judgment in that certain class action proceeding against Visa, Inc. MasterCard, Inc. and certain other defendants (each, a “Defendant” and, collectively, the “Defendants”) in the case captioned as In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litig., Case No 05-1720 (E.D.N.Y.) (the “Class Action Case”). BACKGROUND I. THE DEBTOR’S BANKRUPTCY CASE. 7. On the Filing Date, the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtor has continued in possession of its respective assets and the management of its business as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 8. Further general background information about the Debtor and this case is set forth in the Declaration of Matthew Whebbe in Support of Chapter 11 Petition and Initial Motions [Dkt. No. 22] and the Declaration of James H. Cullen [Dkt. No. 20]. The additional facts relevant to this Motion set forth below are verified by Michael Wesley.

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II. THE DEBTOR’S BUSINESS. 9. The Debtor is a Minnesota limited liability company formed in 2018 and headquartered in St. Paul, Minnesota. It is a farm, home, and outdoor retailer, currently operating 25 stores across Illinois, Indiana, Ohio, Wisconsin, and Michigan. 10. The Debtor’s predecessor was originally founded in 1964 under the name “Big R Stores” by Bill and Pat Crabtree. The first store was located in Watseka, Illinois, but eventually stores opened in Illinois, Indiana, Ohio, Wisconsin, and Michigan. On August 17, 2018, the Debtor purchased the “BigR Stores” business. After the acquisition in 2018, the Debtor made significant upgrades to the management team, moved the corporate office to Minnesota, improved operations and strategy initiatives, and changed its name from “Big R Stores” to “Stock+Field.” 11. In the beginning of 2020, the Debtor continued its rebranding efforts and expected the business to grow throughout the year. However, the COVID-19 pandemic unexpectedly changed all expectations for 2020. All of the Debtor’s 25 stores were either closed entirely or, at a minimum, under strict capacity and operating hour restrictions due to the pandemic. Additionally, the pandemic itself altered the shopping behaviors of the Debtor’s consumers, with some customers not feeling comfortable entering physical stores to shop. 12. In this challenging environment, the Debtor commenced this case and immediately began its efforts to winddown its business and marshal its assets for liquidation and subsequent disbursement of the proceeds for the benefit of its estate, its creditors, and other parties in interest. III. THE DEBTOR’S CLAIMS. 13. Prior to the Filing Date, the Debtor held certain claims, demands, rights, and causes of action (the “Claims”) against the Defendants in the Class Action Case. These claims and rights stemmed from the Defendants’ unlawful fixing of interchange fees and other conduct in violation

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of the Sherman Act (15 U.S.C. § 1, et seq.). As part of the Class Action Case, the class plaintiffs—including the Debtor—and Defendants entered into a certain Definitive Class Settlement Agreement, which was approved by the U.S. District Court on November 27, 2012. The Debtor accordingly received rights to certain settlement proceeds based on its Claims. On December 13, 2019, the U.S. District Court approved a proposed settlement fund of up to $5,540,000,000.00, subject to an appeal filed January 3, 2020. Payment of the Claims from the settlement fund, however, is speculative and may result in no distributions or payments. 14. After the Filing Date and as the debtor-in-possession, the Debtor began the process of marketing its assets as part of its initial restructuring and eventual winddown efforts, including but not limited to the negotiation of going-concern asset sales and going out of business sales. As part of this process, the Debtor marketed and solicited interest in its Claims against the Defendants. In connection with these efforts, the Debtor solicited various offers for the Claims and received the highest offer from Haybeach Special Opportunities Fund, LP (the “Purchaser”). The Purchaser is not an insider or affiliate of the Debtor and holds no connection to the Debtors. The Purchaser acted in good faith through this marketing and sale process. IV. THE DEBTOR’S PROPOSED SALE OF THE CLAIMS. 15. The Debtor negotiated with the Purchaser regarding the potential sale of the Claims. Within those negotiations, the Debtor emphasized its need to obtain Court approval of any agreement to sell the Claims to the Purchaser. As a result of those extensive negotiations, the Debtor and the Purchaser entered into a certain Claim Sale Agreement (the “Agreement”), a copy of which is attached hereto as Exhibit A. 16. Under the Agreement, the Debtor agreed to sell the rights to its Claims to the Purchaser in exchange for $61,500. The Agreement provides for the sale free and clear of all liens,

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claims, security interests or encumbrances of any kind. The Agreement also acknowledges that the Claims are speculative and may result in no distributions or payments or distributions or payments that are different in amount and kind from the purchase price. 17. Based upon the Debtor’s marketing and sale efforts, the Debtor believes in its sound business judgment that the Agreement represents its best opportunity to realize the maximum value of the Claims and is in the best interests of the estate and the Debtor’s creditors. First, no other prospective purchaser offered an amount more than the accepted offer. Second, if the Debtor were to continue its marketing efforts, the Debtor would incur additional costs that would be avoided through this private sale. Third, the proposed purchase price is consistent with the current estimated value of the Claims and is within LSS’s own valuation of the Claims. Fourth, the proposed transaction provides the Debtor with a concrete return on its Claims against the Defendants now as opposed to an uncertain future return under the settlement proposal and settlement fund (which is currently subject to appeal) at an indeterminable amount. V. SALE “FREE AND CLEAR”. 18. The sale of the Debtor’s Claims is proposed to be a sale free and clear of all liens, claims, interests, and encumbrances pursuant to 11 U.S.C. § 363(f). There are currently two known liens, claims, interests, or encumbrances that may encumber the Claims. First, Second Avenue Capital Partners LLC holds a blanket lien on all assets of the Debtor. Second, Worldwide Distributors also holds a blanket lien on all assets of the Debtor. However, based on the liens and the nature of the Claims, it is unclear whether either lien actually encumbers the Claims. 19. The Debtor requests that the order approving the sale of the Claims provide that such sale is free and clear of all liens, claims, and encumbrances in accordance with section 363(f) of the Bankruptcy Code, including those of Second Avenue Capital Partners LLC and Worldwide

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Distributors. 20. In addition, the Debtor requests that an order approving the sale to the Purchaser include the protections provided in section 363(m) and 363(n) of the Bankruptcy Code. The Purchaser does not have an interest clearly adverse to the Debtor, its estate, or its creditors. The Purchaser is not an “insider” of the Debtor, as that term is defined in section 101(31) of the Bankruptcy Code. Further, the Agreement is a product of arm’s-length, good-faith negotiations, and thus the granting of the requested sections 363(m) and 363(n) protections is appropriate under the circumstances. VI. REQUEST FOR RELIEF UNDER BANKRUPTCY RULES 6004(h). 21. Bankruptcy Rule 6004(h) provides, in substance, that an order authorizing the sale of a debtor’s property is stayed for a period of 14 days after entry of the order unless the court orders otherwise. The Debtor requests that any order approving the relief requested herein be effective immediately, by providing that the 14-day stay is inapplicable. There is no just reason for delaying the effectiveness of the order. 22. Pursuant to Local Rule 9013-2(c), the Debtor gives notice that it may, if necessary, call one or more of the following to testify regarding the facts set forth in this Motion: (a) Matthew Whebbe, the Chief Executive Officer of the Debtor, whose business address is 2600 Eagan Woods Drive, Suite 120, Eagan, MN 55121, and (b) Michael Wesley, a Partner at Clear Thinking Group, the Chief Restructuring Officer and Financial Advisor to the Debtor, whose business address is 401 Towne Centre Drive, Hillsborough, NJ 08844. WHEREFORE, the Debtor respectfully requests that the Court enter an order, substantially in the form of the attached proposed order:

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A. Authorizing the Debtor to sell the Claims free and clear of all liens, claims, interests, and encumbrances, which will attach to the proceeds of sale; B. Granting such other and further relief as the Court may deem just and equitable. Dated: May 17, 2021 /e/ Samuel M. Andre Clinton E. Cutler (#0158094) James C. Brand (#387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) Emily M. McAdam (#0400898) FREDRIKSON & BYRON, P.A. 200 South Sixth Street Suite 4000 Minneapolis, MN 55402-1425 Minneapolis, MN 55402-1425 (612) 492-7000 (612) 492-7077 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com emcadam@fredlaw.com ATTORNEYS FOR THE DEBTOR

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VERIFICATION I, Michael Wesley, a Partner at Clear Thinking Group, the Chief Restructuring Officer and Financial Advisor to the Debtor, declare under penalty of perjury that the facts set forth in the preceding motion are true and correct according to the best of my knowledge, information, and belief. Dated: May 17, 2021 _____________________________ Michael Wesley

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EXHIBIT A

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EXECUTION VERSION CLAIM SALE AGREEMENT TEA OLIVE I, LLC (the “Seller”), with Visa/Mastercard Merchant #’s and an address as set forth on Schedule I, for good and valuable consideration in the amount of the Purchase Price (as defined below) set forth in Paragraph 1 below, the sufficiency of which is hereby acknowledged, hereby sells, transfers and assigns, unto HAYBEACH SPECIAL OPPORTUNITIES FUND, LP (the “Buyer”) all of its right, title and interest in, to and under any and all claims, demands, rights and causes of action that Seller had, now has, or may in the future have (the “Claims”): (i) against or with respect to any potential future settlement fund or funds or judgment (the “Potential Settlement Fund”) that may be established in connection with a settlement of claims or judgment (the “Potential Settlement”) in that certain class action proceeding against Visa, Inc. MasterCard, Inc. and certain other defendants (each, a “Defendant” and, collectively, the “Defendants”) in the case captioned as In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litig., Case No 05-1720 (E.D.N.Y.) (the “Class Action Case”) including, but not limited to, the Potential Settlement contemplated by that certain Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants filed in the Class Action Case on September 18, 2018 (the “Settlement”); and (ii) against any of the Defendants arising out of or related to the conduct alleged in connection with the types of claims for relief asserted in any complaint, amended complaint or supplemental complaint in the Class Action Case, whether raised in the Class Action Case or in any other forum, whether such conduct took place during the class period alleged or sought to be established in the Class Action Case (which class period currently relates to the time period between January 1, 2004 and January 25, 2019 (the “Current Class Period”) pursuant to the Settlement) or otherwise, and whether by settlement or judgment, including, without limitation, all of Seller’s rights, title and interest in and to (a) the Claims, (b) all rights to receive any monetary recoveries, principal, cash and interest, fees, and other amounts in connection with the Claims, and (c) all proceeds with respect to the foregoing, whether the approval of the Settlement or otherwise by the United States District Court for the Eastern District of New York (“District Court”) or any other court of competent jurisdiction (“Judicial Approval”) is modified, vacated or overturned, or whether such Claims are asserted outside of the Class Action Case. The Claims and the rights and interests described in clauses (i) and (ii) above are referred to collectively herein as the “Assigned Rights.” Seller and Buyer sometimes are referred to in this Claim Sale Agreement (“Agreement”) individually as a “Party” and collectively as the “Parties.” For the avoidance of doubt, Buyer is assuming no obligations or liabilities in respect of Assigned Rights, including any obligations which become due and owing to any claims filer or other third party service provider as a result of this transaction, which obligations and liabilities shall be retained by, and remain the sole responsibility of, the Seller, subject to treatment in its bankruptcy case, Case No. 21-30037 (the “Bankruptcy Case”), filed in the United States Bankruptcy Court for the District of Minnesota. For purposes of clarity, Seller and Buyer agree that Assigned Rights shall not exceed or in any way be broader than the release provisions of the Settlement, unless the Settlement is vacated, modified, reversed or otherwise not fully and finally approved by final, non-appealable order.

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The Parties acknowledge and agree that: (i) on June 30, 2016, the Second Circuit Court of Appeals vacated the District Court’s certification of the class action and reversed the approval of a previously proposed settlement fund in the Class Action Case of up to $7,250,000,000.00; (ii) the Settlement proposes a Potential Settlement Fund of up to $5,540,000,000.00 for which Judicial Approval has been obtained pursuant to that certain Final Approval Order made by the District Court on December 13, 2019 (subject to an appeal filed January 3, 2020), which also re-certified the class in the Class Action Case; and (iii) purchase of the Claims and the other Assigned Rights is speculative and may result in no distributions or payments or distributions or payments that are different in amount and kind from the Purchase Price. 1. In exchange for the purchase of the Claims and all other Assigned Rights, Buyer agrees to pay the total purchase price of $61,500.00 (the “Purchase Price”) to Seller as set forth below hereto by wire transfer of immediately available funds in accordance with the wire instructions of Seller set forth on Exhibit A to this Agreement within three (3) Business Days (as defined below) after the date that the last Party duly executes this Agreement (the “Effective Date”). Notwithstanding the foregoing, Buyer and Seller expressly acknowledge and agree that the Purchase Price is based upon Buyer’s receipt and review of the Transaction Data, and an estimate of minimum interchange fees paid during the Current Class Period in respect of the Claim of $5,214,074.20 provided, however, that neither Party makes any representations or warranties under this Agreement or otherwise as to such interchange fee amount. Upon Buyer’s payment of the Purchase Price, Buyer shall own all of Seller’s rights, title and interest in and to (a) the Claims and the Assigned Rights and (b) all recoveries, distributions or proceeds of any kind on account of the Claims and the Assigned Rights. As used in this Agreement, the term “Business Day” shall mean any day that is not (i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are required or permitted by law to be closed in the State of New York. 2. Seller agrees promptly to provide all documentation in its possession, custody or control requested by Buyer as necessary to complete and submit the Claims, and authorizes Buyer to request, gather and copy all necessary documentation in connection therewith, whether from Seller or from a third party (collectively, “Documentation”) including, but not limited to, (a) providing the due diligence information set forth on Exhibit B to this Agreement, if and when requested by Buyer, to the extent such information is available to Seller; (b) executing the authorization form attached to this Agreement as Exhibit C; and (c) completing and executing the form of notice of assignment attached to this Agreement as Exhibit D. Seller further agrees that if and to the extent that Seller has preregistered information with an Administrator (as defined below), it will update its submission to provide for the transfer of the Claims and the other Assigned Rights to Buyer including, but not limited to, listing Buyer’s name, address, phone number and email address as the contact information with respect to the Claims and the other Assigned Rights. 3. Seller represents, warrants, covenants and acknowledges to Buyer that: (a) Seller is duly authorized and empowered to execute and perform this Agreement; (b) this Agreement constitutes the valid, legal and binding agreements of Seller, enforceable against Seller and any successor of Seller in accordance with its terms; (c) Seller has not exercised any right to opt out of the Class Action Case or a Potential Settlement (including the Settlement), nor has Seller taken any action (or failed to take any action) that would result in Seller being ineligible to participate as a member of a class in the Class Action Case; (c) the information set forth on Exhibit B to this

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Agreement was provided by Seller and is true and correct; (d) Seller is the sole owner of, and has good legal and beneficial title to, the Claims and the other Assigned Rights, free and clear of all liens, claims, security interests or encumbrances of any kind; (e) Seller has not previously pledged, sold, assigned, participated or otherwise transferred the Claims or any other Assigned Rights, in whole or in part, or any interest therein; (f) Seller has not engaged any claims filer or other third party service provider with respect to the Assigned Rights or Claim (g) neither the execution, delivery or performance of this Agreement nor consummation of the transactions contemplated pursuant to this Agreement will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting Seller, the Claims or any other Assigned Rights; (h) no consent, approval, filing or other action is required as a condition to, or otherwise in connection with, the execution, delivery and performance of this Agreement by Seller; (i) no payment has been received by or on behalf of Seller in full or partial satisfaction of the Claims or any other Assigned Rights; (j) the Claims are the only known antitrust claims that Seller holds against the Defendants in respect of the Class Action Case; (k) Seller is an “Authorized Claimant” entitled to receive payments as provided in the Settlement and is a member of the Rule 23(b)(3) Settlement Class as defined therein; (l) Seller is not “insolvent” (as that term is defined under 11 U.S.C. § 101(32) and N.Y. Debtor & Creditor Law § 271, and the applicable case law interpreting those statutes ) as of the date hereof and will be solvent as of the Closing Date, (m) Seller has the level of financial sophistication and adequate information concerning the Claims, the Assigned Rights and the Class Action Case necessary to make an informed decision regarding entry into this Agreement, and has done so independently and without reliance on Buyer; (n) Seller has not relied and will not rely on Buyer to furnish or make available any documents or other information regarding the Claims, any other Assigned Rights, or the Class Action Case; and (o) Seller is aware that, as of the date this Agreement is signed, claims forms are not yet available in the Class Action Case, and Seller does not need to retain a third-party service in order to participate in any monetary relief. 4. Buyer represents, warrants, and acknowledges to Seller that: (a) Buyer is duly authorized and empowered to execute and perform this Agreement; (b) this Agreement constitutes the valid, legal and binding agreements of Buyer, enforceable against Buyer in accordance with its terms; (c) neither the execution, delivery or performance of this Agreement nor consummation of the transactions contemplated pursuant to this Agreement will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting Buyer; and (d) no consent, approval, filing or other action is required as a condition to, or otherwise in connection with, the execution, delivery and performance of this Agreement by Buyer 5. Seller’s obligations under this Agreement are subject to the following actions that must be taken in the Bankruptcy Case: a. Seller shall file a motion (the “Sale Motion”) with the United States Bankruptcy Court for the District of Minnesota (the “Bankruptcy Court”) seeking authority to sell or otherwise transfer the Claims to Buyer. b. The Agreement shall be subject to approval by the Bankruptcy Court. Upon entry of an order granting the Sale Motion and approving the sale and transfer of the Property (the “Sale Approval Order”), Seller shall have full power and authority to consummate the transactions contemplated in this Agreement.

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6. Each Party represents, warrants and acknowledges to the other Party that (a) such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) the transaction underlying this Agreement is the product of good faith, arms’-length negotiations for fair value; (c) the consideration being paid by Buyer pursuant to this Agreement might differ both in kind and amount from the amount ultimately distributed with respect to the Assigned Rights; (d) it has adequate information concerning the Claims and the Class Action Case to make an informed decision regarding the sale or purchase of the Assigned Rights and that it has independently and without reliance on the other, and based on such information as it deems appropriate, made its own decision to enter into this Agreement; (e) it is aware that information that potentially may be pertinent to its decision to sell or purchase the Claims and the other Assigned Rights is available and may be obtained from court files pertaining to the Class Action Case, including, but not limited to, at http://www.paymentcardsettlement.com; (f) it is a sophisticated seller or buyer, as the case may be, with respect to the transactions described in this Agreement with sufficient knowledge and experience in investing in claims of this type to properly evaluate the merits of these transactions, and it is able to bear the substantial risk associated with these transactions contemplated by this Agreement; (g) this Agreement has been completely read and its terms and conditions are fully understood and are voluntarily accepted by it, and each Party has had an opportunity to consult with counsel of its choosing in connection with the transactions contemplated by this Agreement; and (h) no claims filer, third party service provider, broker, finder or other entity acting pursuant to its authority or the authority of any of its affiliates is entitled to any commission, fee or other compensation in connection with this Agreement, the Claims or any other Assigned Rights for which the other Party could be responsible. 7. Seller agrees that in the event Seller receives any payments, recoveries, proceeds, disbursements or distributions with respect to or relating to the Claims or any other Assigned Rights, whether in the form of cash, securities, instruments or other property, Seller will accept the same as Buyer’s agent and will hold the same in trust for and on behalf of and for the sole benefit of Buyer, and, at Seller’s expense, promptly deliver the same forthwith to Buyer in the same form received (free of any withholding, set-off, claim or deduction of any kind), together with any endorsements or documents necessary to transfer such distributions or payments to the Buyer, within three (3) Business Days in accordance with Buyer’s written instructions. After the date of this Agreement, should Seller receive with respect to or relating to the Claims or any other Assigned Rights any notice that is not otherwise publicly available, Seller promptly will deliver the same to Buyer at the address set forth on Exhibit A. 8. Each Party will be solely responsible for all costs or expenses (including legal expenses) incurred by it with respect to the negotiation, preparation and execution of this Agreement and consummating the transactions contemplated in this Agreement. 9. Seller hereby irrevocably appoints Buyer as its true and lawful attorney in fact and authorizes Buyer to act in Seller’s name, place and stead, or otherwise, to demand, sue for, compromise and recover all such sums of money that now are or that hereafter might become due and payable for or on account of the Claims or any other Assigned Rights, and grants to Buyer full authority to do all things necessary to enforce the Claims and all other Assigned Rights, including, but not limited to, the right to file a claim or claims in the Class Action Case or in any other case or forum, on account of the Claims and all other Assigned Rights. Seller shall, at Buyer’s expense,

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use commercially reasonable efforts to promptly make available for consultation or witness purposes its officers, employees, consultants or agents who (i) are employed or retained by Seller at the time of such request and (ii) have direct expertise or knowledge with respect to the Claims, who shall be made available to Buyer upon reasonable advance notice during normal business hours; provided, that such assistance shall not interfere with the normal operations of Seller’s business. Seller agrees to (a) deliver to Buyer within ten (10) Business Days of any request by Buyer, all available documents, either in electronic format or in hard copies, that underlies or pertains in any way to the information set forth on Exhibit B hereto or the Class Action Case, and (b) execute, acknowledge and deliver all such further certificates, instruments and other documents and take all such further action as might be reasonably necessary or appropriate to effect assignment of the Claims and all other Assigned Rights and all legal and beneficial right, title and interest in the Claims and all other Assigned Rights to Buyer or as may otherwise be reasonably directed by Buyer in writing to Seller, including actions necessary to have Buyer recognized by any claims administrator or other individual or entity responsible for reconciling and paying the Claims (an “Administrator”). Without limiting the generality of the foregoing, if and to the extent that any Administrator, counsel for any party in the Class Action Case, any court of competent jurisdiction, or persons or entities acting in similar respective capacities in any alternative action to the Class Action Case, do not recognize Buyer as having the requisite standing or authority to file the Claims, in Seller’s name or otherwise, then Seller agrees to file the Claims on Buyer’s behalf upon written request of Buyer. 10. Each Party acknowledges that: (a) the other currently may have, and later may come into possession of, information concerning the Assigned Rights, the Class Action Case and/or the parties thereto, which information is not known to such other party and that may be material to a decision to buy or sell (as appropriate) the Claims or any other Assigned Rights (the “Excluded Information”); (b) it has not requested the Excluded Information, and has agreed to proceed with the purchase or sale (as appropriate) of the Claims and all other Assigned Rights hereunder without receiving the Excluded Information; and (c) the other Party shall have no liability to it, and each Party waives and releases any claims that it might have against the other Party or the other Party’s officers, directors, employees, agents, partners and controlling persons, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information; provided, however, that each Party’s Excluded Information shall not and does not affect the truth or accuracy of such Party’s representations or warranties in this Agreement. 11. Seller further agrees that Buyer may sell, transfer or assign the Assigned Rights, in whole or in part, together with all or any portion of the right, title and interest of Buyer in and to this Agreement, and may transfer or assign its rights and obligations pursuant to this Agreement, in whole or in part, without the consent of Seller (the purchaser or transferee of the Assigned Rights, the “Beneficial Owner”); provided, that in such event, the Beneficial Owner shall have all of the rights of Buyer under this Agreement including, but not limited to, the right to request additional data or Documentation underlying the Assigned Rights whether set forth on Exhibit B or otherwise. All representations and warranties contained in this Agreement will survive the execution and delivery of this Agreement and the purchase and sale of the Claims and all other Assigned Rights, and will inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns.

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12. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the transactions described in this Agreement and supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, representations and warranties in respect thereof, all of which have become merged and finally integrated into the Agreement. 13. This Agreement will be governed and construed in accordance with the laws of the State of New York without giving effect to any choice of law principles. The Bankruptcy Court shall retain jurisdiction over any and all disputes related to this Agreement until the close of the Bankruptcy Case. Otherwise, each party irrevocably and unconditionally consents to the jurisdiction of any state or federal court located in the State of New York, County of New York over any action to enforce, interpret or construe any provision of this Agreement and also hereby irrevocably waives any defense of improper venue or forum non conveniens to any such action brought in such court or courts. Each Party consents to service of process by certified mail at its address set forth on Exhibit A hereto. Each Party further irrevocably agrees that any action to enforce, interpret or construe any provision of this Agreement will be brought only in those courts and not in any other court. Each Party waives, to the fullest extent permitted by applicable law, any right that it might have to trial by jury in any action to enforce, interpret or construe any provision of this Agreement. 14. All notices required to be delivered pursuant to this Agreement are to be sent in writing and may be sent by either electronic mail (e-mail), facsimile and internationally recognized overnight courier service to the addresses and the facsimile numbers set forth on Exhibit A hereto or to such other address as the Party desiring the change advises the other Party from time to time through a notice given in accordance with the provisions of this Paragraph 15. Any such notice will be effective and will be deemed to have been given, in the case of a facsimile, upon confirmation of receipt of such facsimile by the addressee (provided that if the date of dispatch is not a Business Day, it will be deemed to have been received at the opening of business in the country of the addressee on the next Business Day), and in the case of a notice sent by courier service, when delivered personally (provided that if delivery is tendered but refused, such notice will be deemed effective upon such tender). 15. This Agreement may be executed in counterparts and such counterparts taken together will be deemed to constitute a single agreement. The Parties agree that facsimile signatures or other forms of electronic transmission of an executed counterpart of this Agreement will have the same binding force and effect as original signatures. 16. The details of the transaction contemplated hereunder shall remain confidential except that either Party may disclose such details and this Agreement (i) if required to do so by any law, court or regulation including in a motion to approve the transaction in any bankruptcy court or any court in the Class Action Case, (ii) to any banking, regulatory or examining authority, (iii) as required or advisable to implement or enforce or give effect to the transaction contemplated hereunder, (iv) if its attorneys advise it that it has a legal obligation to do so or that failure to do so may result in it incurring a liability to any other entity, (v) to its affiliates and to its and its affiliates’ respective professional advisors, auditors, employees, professionals, representatives, officers, directors, managers, members and agents, each of whom shall also agree to the confidentiality terms herein; (vi) to any funding sources, capital partners or investors or (vii) any actual or

15

potential Beneficial Owner who agrees to maintain the confidentiality of such information and documents in accordance with this Paragraph 16. [Signature Page Follows]

16

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement by their duly authorized representative dated this ____ day of May 2021. SELLER: TEA OLIVE I, LLC By: _______________________________ Name: _______________________________ Title: _________________________________ BUYER: HAYBEACH SPECIAL OPPORTUNITIES FUND, LP By: Haybeach Capital GP LLC, a Delaware limited liability company Its: General Partner By: _______________________________ Name: Neil Desai Title: Manager

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SCHEDULE I
Table 1 on page 18. Back to List of Tables
Internal Merchant Number
351166590882
351166590882
351166591880
351166591880
351166600889
351166600889
351166601887
351166601887
351166602885
351166602885
351166603883
351166603883
351166604881
351166604881
External Merchant ID
00004055230000905802
00005012104450687815
00004055230000905810
00005012513690088649
00004055230000905828
00005012850980766980
00004055230000905836
00005012794559035355
00004055230000905844
00005012825644166128
00004055230000905851
00005012968081321087
00004055230000905869
00005012400789028220
DBA Name
STOCK+FIELD PONTIAC
STOCK+FIELD PONTIAC
STOCK+FIELD MORRIS
STOCK+FIELD MORRIS
STOCK+FIELD WATSEKA
STOCK+FIELD WATSEKA
STOCK+FIELD GIBSON CITY
STOCK+FIELD GIBSON CITY
STOCK+FIELD DANVILLE
STOCK+FIELD DANVILLE
BIG R OF BOWMAN
BIG R OF BOWMAN
STOCK+FIELD TILTON
STOCK+FIELD TILTON
DBA Address Line 1
1027 WEST REYNOLDS
1027 WEST REYNOLDS
2655 SYCAMORE DRIVE
2655 SYCAMORE DRIVE
1200 E. WALNUT STREET
1200 E. WALNUT STREET
623 E. FIRST ST.
623 E. FIRST ST.
3363 N. VERMILION
3363 N. VERMILION
217 S. BOWMAN AVE.
217 S. BOWMAN AVE.
1625 S. GEORGETOWN ROAD
1625 S. GEORGETOWN ROAD
DBA City
PONTIAC
PONTIAC
MORRIS
MORRIS
WATSEKA
WATSEKA
GIBSON CITY
GIBSON CITY
DANVILLE
DANVILLE
DANVILLE
DANVILLE
TILTON
TILTON
DBA State Code
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
DBA Zip
61764
61764
60450
60450
60970
60970
60936
60936
61832
61832
61832
61832
61833
61833
351166612884 00004055230001203892 STOCK+FIELD ELKHART14 3501 S MAIN STREET ELKHART IN 46517351166612884 00005012567556813624 STOCK+FIELD ELKHART14 3501 S MAIN STREET ELKHART IN 46517351166613882 00004055230001215797 STOCK+FIELD WASHINGTON 70 CHERRY TREE SHOP CTR WASHINGTON IL 61571351166613882 00005012208277986016 STOCK+FIELD WASHINGTON 70 CHERRY TREE SHOP CTR WASHINGTON IL 61571351166614880 00004055230001245737 STOCK+FIELD ROCHELLE 1240 N 7TH STREET ROCHELLE IL 61068351166614880 00005012522020073385 STOCK+FIELD ROCHELLE 1240 N 7TH STREET ROCHELLE IL 61068351166615887 00004055230001257005 STOCK+FIELD ROCHESTER 2100 PEACE TREE VILLAGE ROCHESTER IN 46975351166615887 00005012602553328780 STOCK+FIELD ROCHESTER 2100 PEACE TREE VILLAGE ROCHESTER IN 46975351166616885 00004055230001513365 STOCK+FIELD HOMER GLEN 15830 S BELL ROAD HOMER GLEN IL 60491351166616885 00005012180878960146 STOCK+FIELD HOMER GLEN 15830 S BELL ROAD HOMER GLEN IL 60491351166617883 00004055230001536341 STOCK+FIELD MCHENRY 1860 N RICHMOND ROAD MCHENRY IL 60050351166617883 00005012060571188601 STOCK+FIELD MCHENRY 1860 N RICHMOND ROAD MCHENRY IL 60050351168800883 00004055230001887926 STOCK+FIELD FINDLAY 1800 TIFFIN ROAD FINDLAY OH 45840351168800883 00005012212223339925 STOCK+FIELD FINDLAY 1800 TIFFIN ROAD FINDLAY OH 45840351168801881 00004055230001887934 STOCK+FIELD ELKHART24 3101 NORTHVIEW DRIVE ELKHART IN 46214351168801881 00005012818790986118 STOCK+FIELD ELKHART24 3101 NORTHVIEW DRIVE ELKHART IN 46214351168802889 00004055230001929082 STOCK+FIELD STREATOR 11 NORTHPOINT DR STREATOR IL 61364351168802889 00005012843967017645 STOCK+FIELD STREATOR 11 NORTHPOINT DR STREATOR IL 61364351168803887 00004055230001951490 STOCK+FIELD BURLINGTON 1058 MILWAUKEE AVENUE BURLINGTON WI 53105351168803887 00005012667544958958 STOCK+FIELD BURLINGTON 1058 MILWAUKEE AVENUE BURLINGTON WI 53105351168804885 00004055230002244861 STOCK+FIELD LANSING 340 E EDGEWOOD BLVD LANSING MI 48911351168804885 00005012411591138846 STOCK+FIELD LANSING 340 E EDGEWOOD BLVD LANSING MI 48911351168805882 00004055230002244879 STOCK+FIELD PORTAGE 2935 NEW PINERY ROAD PORTAGE WI 53901351168805882 00005012711491138846 STOCK+FIELD PORTAGE 2935 NEW PINERY ROAD PORTAGE WI 53901351203783888 00004055230000926683 STOCK+FIELD CRAWFORDSV 1601 US HIGHWAY 231 S. CRAWFORDSVILLE IN 47933351203783888 00005012172848366747 STOCK+FIELD CRAWFORDSV 1601 US HIGHWAY 231 S. CRAWFORDSVILLE IN 47933351205465880 00004055230001147149 STOCK+FIELD PEKIN 3315 COURT STREET PEKIN IL 61554351205465880 00005012802170218808 STOCK+FIELD PEKIN 3315 COURT STREET PEKIN IL 61554351960010889 STOCK+FIELD PONTIAC 1027 WEST REYNOLDS PONTIAC IL 61764

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EXHIBIT A Wire Instructions and Notice Addresses Seller’s Wiring Instructions: Bank: Bank of America ABA/Routing Number: 071000039 Swift Code: BOFAUS3N Account Name: TEA OLIVE I, LLC Account No.: 8670708486 Reference: Buyer’s Address for Notices: Haybeach Special Opportunities Fund, LP 555 Theodore Fremd Ave. Suite C-303 Rye, NY 10580 Attn: Admin Email: haybeachsof@haybeach.com Seller’s Address for Notices: 2600 EAGAN WOODS DR #90 EAGAN MN 55121

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Future Due Diligence Information That May Be Requested By Buyer 1. Company Name (“Seller”): Tea Olive I, LLC 2. Company Headquarters Address: 2600 EAGAN WOODS DR #90 EAGAN MN 55121 3. (a) Total amount (in USD) of interchange fees paid on account of Visa-branded payment cards (“Visa IX Fees”) from January 1, 2004 to January 25, 2019 (the “Current Class Period”)1 and backup data in support. (b) Visa-branded card sales transaction volume on a year-by-year basis over the Current Class Period2 and backup data in support. (c) Range(s) of dates over the Current Class Period during which Visa-branded payment cards were accepted. 4. (a) Total amount (in USD) of interchange fees paid on account of MasterCard-branded payment cards (“MC IX Fees”) during the Current Class Period and backup data in support (b) MasterCard-branded sales transaction volume on a year-by-year basis over the Current Class Period. (c) Range(s) of dates over the Current Class Period during which MasterCard-branded payment cards were accepted. 5. Average default Visa interchange rate (by %) and average default MasterCard interchange rate (by %) over the Total Class Period: _____________. 6. For each location where Visa- or MasterCard-branded payment cards are/were accepted: (a) Full name or DBA name of entity accepting Visa and/or MasterCard branded payment cards (b) Location address (c) Type of payment card accepted (Visa, MC, both) (d) Payment processor name (e) Tax identification number of entity (f) Card acceptor identifier of entity and merchant identification number (if different) 1 If the Settlement is overturned, modified or vacated, Buyer reserves the right to request data extending beyond the Current Class Period, in which event all references to “Current Class Period” shall include such extended periods requested by Buyer. 2 To the extent that Visa- and/or MasterCard-branded card sales transaction volume is not differentiable, backup data may include (i) total payment card sales volume on a year-by-year basis over the Current Class Period; or (ii) total annual retail sales volumes (including all payment methods) and period of acceptance of Visa- and/or MasterCard-branded cards on a year-by-year basis over the Current Class Period.

20

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EXHIBIT C Form of Authorization to Obtain Transactional Data [See attached]

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AUTHORIZATION TO OBTAIN TRANSACTIONAL DATA This Authorization to Obtain Transactional Data (“Authorization”) is made on ___ of May, 2021 between TEA OLIVE I LLC (the “Company”) and HAYBEACH SPECIAL OPPORTUNITIES FUND, LP (the“Buyer”). Company has assigned to Buyer and its assignees all rights to any settlement arising from In re: Payment Card Interchange Fee and Merchant-Discount Antitrust Litigation (Case Number 1:05-md-01720-JG-JO) and any related claims and causes of action asserted or assertable against the Defendants in such litigation raised in any forum whatsoever. As used in this Authorization, (a) the term “Transactional Data” means data from or related to credit card or debit card transactions in which Company received payment for goods sold or services provided during the Current Class Period, and (b) the term “Processors” means Company’s acquiring banks, credit card processors, any other entity involved in processing or recording credit card or debit card transactions, and any third party holding or possessing any or all of Company’s Transactional Data. Company hereby directs and authorizes all Processors to release and provide to Buyer, its assignees and its duly appointed agents any and all Transactional Data. Company hereby authorizes Buyer, its assignees and its duly appointed agents to request, demand, obtain and receive from any source all of Company’s Transactional Data. The undersigned has executed this Authorization as of the date set forth above. Company: TEA OLIVE I, LLC By: Name: ______________________________ Title: _______________________________ Buyer acknowledges receipt of this Authorization. Buyer: HAYBEACH SPECIAL OPPORTUNITIES FUND, LP By: Haybeach Capital GP LLC, a Delaware limited liability company Its: General Partner By: Name: Neil Desai Title: Manager

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EXHIBIT D Form of Notice of Assignment [See attached]

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To: Claims Administrator of Any Settlement Arising from IN RE: PAYMENT CARD INTERCHANGE FEE AND MERCHANT-DISCOUNT ANTITRUST LITIGATION (Case Number 1:05-md-01720-JG-JO) This Notice of Assignment transfers and assigns to HAYBEACH SPECIAL OPPORTUNITIES FUND, LP (“Buyer”) all of TEA OLIVE I LLC,S ( “Company”) right, title and interest in and to or associated with, or connected in any manner to, any settlement arising from, judgment with respect to, and/or any other distributions or recoveries of any kind in connection with the class action litigation captioned In Re: Payment Card Interchange and Merchant-Discount Antitrust Litigation (Case No 1:05-md-01720-JG-JO) (the “Recoveries”). The rights assigned to Buyer include, but are not limited to, the Company’s right to file a claim and to challenge any and all estimates for payment of that claim. The Company has provided Buyer with merchant identification information. Buyer is now the legal and equitable owner of all rights associated with the Recoveries. You should deal directly with Buyer, its assignees or its duly appointed agents on all matters pertaining to the Company’s rights in the Recoveries. Further, in accordance with the Assignment, any and all payments relating to the Recoveries should be made payable to Buyer and sent to the following address: Haybeach Special Opportunities Fund, LP Attn: Admin 555 Theodore Fremd Ave. Suite C-303 Rye, NY 10580 Email: haybeachsof@haybeach.com Moreover, any and all correspondence, documents or any other communications pertaining to the Recoveries should be directed to Buyer at the above address. Company Name: Tea Olive I, LLC Company Address: 2600 EAGAN WOODS DR #90 EAGAN MN 55121 Date: May _____, 2021 By: Name: Title: _________________________

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. MEMORANDUM IN SUPPORT OF MOTION FOR AN ORDER APPROVING SALE OF CLAIMS FREE AND CLEAR OF LIENS AND INTERESTS Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) submits this memorandum of law in support of the motion submitted herewith (the “Motion”) in accordance with Local Rule 9013-2(a). BACKGROUND The supporting facts are set forth in the verified Motion, the Declaration of Matthew Whebbe in Support of Chapter 11 Petition and Initial Motions [Dkt. No. 22], the Declaration of James H. Cullen [Dkt. No. 20] and the Supplemental Declaration of James H. Cullen filed contemporaneously with the Motion. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion. ANALYSIS I. The Sale of the Claims Is a Valid Exercise of LSS’s Business Judgment. Section 363(b)(1) of the Bankruptcy Code provides that the debtor in possession, “after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate . . . .” 11 U.S.C. § 363(b)(1); see also In re Polaroid Corp., 460 B.R. 740, 742 (B.A.P. 8th Cir. 2011). There are many types of sales permitted by 11 U.S.C. § 363(b)(1) because “the manner of sale is within the discretion of the [debtor in possession].” In re Canyon P’ship, 55

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B.R. 520, 524 (Bankr. S.D. Cal. 1985). Indeed, “bankruptcy courts have wide discretion in structuring sales of estate assets.” In re Wintz Co., 219 F.3d 807, 812 (8th Cir. 2000). Sales may be accomplished by public or by private sale. Fed. R. Bankr. P. 6004(f)(1). Courts will permit the debtor in possession to seek approval of a sale that has already been negotiated. E.g., In re Gen. Motors Corp., 407 B.R. 463 (Bankr. S.D.N.Y. 1985). The common thread among the different types of sales under section 363(b)(1) of the Bankruptcy Code is that courts generally approve the transactions so long as the debtor can demonstrate “some articulated business justification for using, selling, or leasing property outside the ordinary course of business.” In re Cont’l Airlines, Inc., 780 F.2d 1223, 1226 (5th Cir. 1986); accord In re Food Barn Stores, Inc., 107 F.3d 558, 567 n.16 (8th Cir. 1997); see also In re Crystalin LLC, 293 B.R. 455, 463-64 (B.A.P. 8th Cir. 2003) (applying the business judgment test in the context of the assumption and assignment of contracts and leases). Courts give deference to a debtor’s application of its sound business judgment in the use, sale, or lease of property. In re Food Barn Stores, Inc., 107 F.3d at n.16; In re Filene’s Basement, LLC, No. 11-13511 (KJC), 2014 WL 1713416, at *12-13 (Bankr. D. Del. Apr. 29, 2014); In re Moore, 110 B.R. 924, 928 (Bankr. C.D. Cal. 1990); In re Canyon P’ship, 55 B.R. at 524-25; In re Curlew Valley Assocs., 14 B.R. 506, 513-14 (Bankr. D. Utah 1981). Many courts have set forth factors to consider when approving a sale outside of the ordinary course, and most courts start with the factors set forth by the Second Circuit in In re Lionel. Those factors are: the proportionate value of the asset to the estate as a whole, the amount of elapsed time since the filing, the likelihood that a plan of reorganization will be proposed and confirmed in the near future, the effect of the proposed disposition on future plans of reorganization, the proceeds to be obtained from the disposition vis-a-vis any appraisals of the property, which of the alternatives of use,

27

sale or lease the proposal envisions and, most importantly perhaps, whether the asset is increasing or decreasing in value. In re Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983). Other courts have simplified the factors to include, inter alia, the consideration to be paid, the financial condition and needs of the debtor, the qualifications of the buyer, and whether a risk exists that the assets proposed to be sold would decline in value if left in the debtor’s possession. Equity Funding Corp. of Am. v. Fin. Assocs. (In re Equity Funding Corp.), 492 F.2d 793, 794 (9th Cir. 1974); In re Titusville Country Club, 128 B.R. 396, 399 (Bankr. W.D. Pa. 1991) (setting forth four elements of a “sound business purpose” test: (1) a sound business reason, (2) accurate and reasonable notice, (3) adequate price, and (4) good faith). In light of the plain language of 11 U.S.C. § 363(b)(1), which only requires “notice and hearing” before a sale and does not set out factors to consider, the Second Circuit in Lionel observed that: A bankruptcy judge must not be shackled with unnecessarily rigid rules when exercising the undoubtedly broad administrative power granted him under the Code. As Justice Holmes once said in a different context, ‘Some play must be allowed for the joints of the machine . . . .’ Lionel, 722 F.2d at 1069 (quoting Missouri, Kansas and Texas Ry. Co. v. May, 194 U.S. 267 (1904)); see also Wintz v. Am. Freightways, Inc. (In re Wintz Cos.), 219 F.3d 807, 812 (8th Cir. 2000) (“[The] bankruptcy courts have wide discretion in structuring sales of assets.”). Here, the proposed sale of the Claims should be approved based on the factors set forth above. The Debtor determined, after careful evaluation of its business prospects, the potential return on its Claims under the court-approved settlement proposal in the Class Action Case, and the market for the Claims that the proposed sale is in the best interests of the estate. Generally, “the best way to determine the market value of property is to expose the property to the

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marketplace.” In re Mama’s Original Foods, Inc., 234 B.R. 500, 504 (Bankr. C.D. Cal. 1999) (citing Bank of Am. NT & SA v. 203 North LaSalle St. P’ship, 526 U.S. 434, 119 S. Ct. 1411, 1423 (1999)). The Debtor extensively marketed its Claims and found no higher or better offer than the $61,500 offered by the Purchaser. The sale provides the best opportunity for the Debtor to quickly and concretely monetize the Claims for the benefit of its estate, creditors, and interested third parties. The $61,500 purchase price represents a reasonable and adequate price for the Claims based on LSS’s evaluation of the Claims, the anticipated return on the Claims under the settlement proposal, and the uncertainty as to any such return through the settlement fund. Finally, the sale is proposed in good faith. The Debtor extensively marketed the Claims, the Purchaser is not an insider, and the terms of the sale memorialized in the Agreement were negotiated at arms-length. All aspects of the sale were undertaken in good faith and provide for adequate disclosure to interested parties. The proposed sale is therefore supported by sound business judgment and should be approved. II. The Debtor Can Sell the Claims Free and Clear of Liens. The Debtor seeks to sell the Claims free and clear of all liens, claims and interests of all claimants and lienholders. Section 363(f) of the Bankruptcy Code provides: The trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the estate, only if — (i) applicable nonbankruptcy law permits sale of such property free and clear of such interest; (ii) such entity consents; (iii) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property; (iv) such interest is in bona fide dispute; or

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(v) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest. 11 U.S.C. § 363(f); see, e.g., In re Leckie Smokeless Coal Co., 99 F.3d 573, 585-86 (4th Cir. 1996); In re Gulf States Steel, Inc. of Ala., 285 B.R. 497, 506 (Bankr. N.D. Ala. 2002). The “interests” in property that assets may be sold “free of” include liens, claims, and other encumbrances. See Leckie Smokeless, 99 F.3d at 581-82 (determining that the scope of 11 U.S.C. § 363(f) is not limited to in rem interests); In re Aneco Elect. Const., Inc., 377 B.R. 338, 342-43 (Bankr. M.D. Fla. 2006) (analyzing how an interest is sold free and clear under §363(f)). Section 363(f) of the Bankruptcy Code is drafted in the disjunctive. Thus, satisfaction of any one of the requirements enumerated therein will suffice to warrant the sale of estate property free and clear of all liens, claims, encumbrances, and other interests. See Gulf States, 285 B.R. at 506. As noted above, the Claims may be subject to two liens, claims, encumbrances, or interests as of the filing of this Motion held by Second Avenue Capital Partners LLC and Worldwide Distributors. However, based on the liens and the nature of the Claims, it is unclear whether either lien actually encumbers the Claims. Even if these liens do encumber the Claims or if any other entity asserts a lien on, or claim to, or interest in the Claims, the Debtor believes that it will be able to establish one or more of the section 363(f) criteria, especially in light of the purchase price. Therefore, the Debtor requests that the Court order such sale free and clear of all liens, claims, encumbrances, and interests to the greatest extent permissible under the Bankruptcy Code. C. The Proposed Sale Is in Good Faith. “[W]hen a bankruptcy court authorizes a sale of assets pursuant to section 363(b)(1), it is required to make a finding with respect to the ‘good faith’ of the purchaser.” In re Abbotts Dairies, Inc., 788 F.2d 143, 149-50 (3d Cir. 1986). The purpose of such a finding is to facilitate a safe

30

harbor determination under section 363(m), which protects purchasers of a debtor’s property when the purchase is made in “good faith.” 11 U.S.C. § 363(m). Section 363(m) of the Bankruptcy Code is designed to protect the sale of a debtor’s assets to a good faith purchaser: The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal. 11 U.S.C. § 363(m). This provision serves the important purposes of encouraging good faith transactions and of preserving the finality of a bankruptcy court’s order unless stayed pending appeal. In re Abbotts Dairies, 788 F.2d at 147. A good faith purchaser is generally defined as one who purchases assets for value, in good faith and without notice of adverse claims. In re Made In Detroit, Inc., 414 F.3d 576, 581 (6th Cir. 2005); In re Mark Bell Furniture Warehouse, Inc., 992 F.2d 7, 8 (1st Cir. 1993); Willemain v. Kivitz, 764 F.2d 1019, 1023 (4th Cir. 1985). Here, the Purchaser does not hold an interest clearly adverse to the Debtor, its bankruptcy estate, or its creditors. The Purchaser also made a good faith offer to purchase the Claims. The Debtor evaluated and appraised the Claims itself, and the Debtor negotiated the purchase price based on that appraisal. The resulting Agreement represents an arms-length transaction. Consequently, the Purchaser is entitled to a determination that it acted in good faith, which is necessary both as an element of approving the sale and to invoke section 363(m)’s protection of good faith purchasers. CONCLUSION For all the foregoing reasons, the Debtor respectfully requests that the court grant the relief

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requested in the Motion. Dated: May 17, 2021 /e/ Samuel M. Andre Clinton E. Cutler (#0158094) James C. Brand (#387362) Steven R. Kinsella (#0392289) Samuel M. Andre (#0399669) Emily M. McAdam (#0400898) FREDRIKSON & BYRON, P.A. 200 South Sixth Street Suite 4000 Minneapolis, MN 55402-1425 Minneapolis, MN 55402-1425 (612) 492-7000 (612) 492-7077 ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com emcadam@fredlaw.com ATTORNEYS FOR THE DEBTOR 72883447 v3

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. ORDER APPROVING SALE OF CLAIMS FREE AND CLEAR OF LIENS AND INTERESTS This case came before the court on the Debtor’s Motion for an Order Approving Sale of Claims Free and Clear of Liens and Interests (“Sale Motion”).1 Based on the Sale Motion, the arguments of counsel, all the files, records and proceedings herein, the court being advised in the premises, and for those reasons stated orally and recorded in open court following the close of evidence: IT IS FOUND AND DETERMINED THAT:2 A. This court has jurisdiction to hear and determine the Sale Motion pursuant to 28 U.S.C. §§ 157 and 1334 and Local Rule 1070-1. B. Venue of this case (the “Chapter 11 Case”) in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409(a). 1 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Sale Motion, as applicable. 2 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. See Bankruptcy Rule 7052.

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C. Determination of the Sale Motion is a core proceeding under 28 U.S.C. § 157(b)(2)(A) and (N). The statutory predicates for the relief requested herein are sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 9014. D. This order (the “Sale Approval Order”) constitutes a final order within the meaning of 28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rule 6004(h), and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the court expressly finds that there is no just reason for delay in the implementation of this Sale Approval Order, and expressly directs entry of judgment as set forth herein. E. Upon entry of this Sale Approval Order, the Debtor (i) has full corporate or other power to execute, deliver and perform its obligations under the Claim Sale Agreement (the “Agreement”) and all other documents contemplated thereby or entered into in connection therewith, and (ii) has taken all action necessary to authorize and approve the Agreement and such other documents contemplated thereby and the consummation by them of the transactions contemplated thereby or entered into connection therewith. F. The Debtor is authorized to sell and transfer the Claims free and clear of all liens, claims, encumbrances, and interests pursuant to the Agreement because it has satisfied the requirements of section 363(f) of the Bankruptcy Code. G. Those holders of liens, claims, encumbrances, and interests against the Debtor, its estate, or in respect of the Claims who did not object, or who withdrew their objections, to the sale or the Sale Motion are deemed to have consented to the sale pursuant to section 363(f)(2) of the Bankruptcy Code.

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H. The transfer of the Claims to the Purchaser will not subject the Purchaser to any lien, claim, encumbrance, or interest whatsoever with respect to the operation of the Debtor’s business prior to the closing of the sale to the maximum extent provided by section 363(f) of the Bankruptcy Code. I. The Agreement was negotiated, proposed, and entered into by the parties in good faith from arms’ length bargaining positions and there is no evidence of collusion within the meaning of section 363(m) of the Bankruptcy Code. As a result of the foregoing, the Debtor and Purchaser are entitled to the protections of section 363(m) of the Bankruptcy Code with respect to all aspects of the Agreement. The Purchaser is not an “insider” of Debtor, as that term is defined in section 101(31) of the Bankruptcy Code. Moreover, there is no evidence that the Purchaser, the Debtor, or any other party has engaged in any conduct that would cause or permit the Agreement to be avoided under section 363(n) of the Bankruptcy Code. J. In the absence of a stay pending appeal, the Purchaser will be acting in good faith pursuant to Bankruptcy Code § 363(m) in closing the transaction contemplated by the Agreement at any time on or after the entry of this Order. The Court being satisfied that (i) no objections have been raised of a nature that should prevent the immediate entry of this Order and (ii) the transfer of the Claims without delay beyond a time selected by the parties will realize the maximum value of the Claims while reducing any further costs to the estate, the Court finds cause to lift the stays provided in Bankruptcy Rules 6004(h). IT IS ORDERED: General Provisions 1. The Sale Motion is granted to the extent set forth herein.

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2. All objections to the Sale Motion or the relief requested therein that have not been withdrawn, waived, or settled, including all reservations of rights included therein, which are not otherwise provided for by this Sale Approval Order, are overruled. 3. Notice of the Sale Approval Hearing appears to have been fair and equitable under the circumstances and appears to have complied in all respects with sections 102(1), 105, and 363 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 9014 and Local Rules 2002-1, 2002-4, 6004-1, 9013-2 and 9013-3. Approval of the Agreement 4. The Agreement and all ancillary documents are approved. 5. The Sale of the Claims to the Purchaser pursuant to the Agreement is authorized under section 363 of the Bankruptcy Code and the entry of the Debtor into the Agreement is approved. 6. Pursuant to section 363(b) of the Bankruptcy Code, the Debtor is authorized to execute and to fully perform under the Agreement, together with all additional instruments and documents that may be reasonably necessary, and to take all further actions as may be reasonably requested by the Purchaser for the purpose of transferring the Claims and perform the obligations of the Debtor under the Agreement. Transfer of the Claims 7. Except to the extent set forth in the Agreement, pursuant to sections 105 and 363 of the Bankruptcy Code, the Claims shall be transferred to the Purchaser in accordance with the Agreement and such transfer shall constitute a legal, valid, binding, and effective transfer of such Claims and shall vest Purchaser with title to the Claims, free and clear of all liens (as defined in the section 101(37) of the Bankruptcy Code), claims (as defined in section 101(5) of the

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Bankruptcy Code), encumbrances, and other interests to the maximum extent of section 363(f) of the Bankruptcy Code (the foregoing collectively referred to as “Liens, Claims, Encumbrances and Interests” herein). All Liens, Claims, Encumbrances and Interests that are released, terminated and discharged as to the Claims shall attach to the sale proceeds to the extent applicable with the same validity, force and effect which they now have as against the Debtor, its estate or the Acquired Assets. The sole and exclusive right and remedy available to purported creditors, equity holders, including, without limitation, equity holders of the Debtor, holders of any other Liens, Claims, Encumbrances and Interests, and parties in interest shall be a right to assert Liens, Claims, Encumbrances and Interests against the Debtor’s estate. 8. All persons and entities are permanently barred from commencing or continuing any action or other proceeding of any kind against the Claims or the Purchaser and its successors or assigns with respect to any Liens, Claims, Encumbrances and Interests arising prior to the closing date of the sale. The sole and exclusive right and remedy available to any Person who asserts any Liens, Claims, Encumbrances and Interests in any way related to the Acquired Assets arising prior to the date of closing shall be a right to assert such Liens, Claims, Encumbrances and Interests against the Debtor’s estate. If the proposed Sale fails to close for any reason, then Liens, Claims, Encumbrances and Interests shall continue against the Claims unaffected by this Sale Approval Order. 9. The transfer of the Claims pursuant to this Sale Approval Order shall not subject the Purchaser to any liability with respect to any obligations incurred in connection with, or in any way related to the Claims, prior to the date of closing or by reason of such transfer under the laws of the United States, any state, territory, or possession thereof, or the District of Columbia,

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based, in whole or in part, directly or indirectly, on any theory of law or equity, including, without limitation, any theory of equitable subordination or successor or transferee liability. Additional Provisions 10. The transaction contemplated by the Agreement is undertaken by the Purchaser in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and, accordingly, the Purchaser is a purchaser in good faith of the Claims and is entitled to all of the protections afforded by section 363(m) of the Bankruptcy Code. 11. The consideration provided by the Purchaser for the Claims under the Agreement (i) shall be deemed to constitute reasonably equivalent value and fair consideration to the fullest extent provided by applicable law, including the Bankruptcy Code, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, and Uniform Voidable Transactions Act, and (ii) is fair and reasonable and may not be avoided under section 363(n) or any other provision of the Bankruptcy Code, or otherwise. 12. Except as otherwise specifically provided for in this Sale Approval Order and in the Agreement, the Purchaser and its employees, officers, directors, advisors, affiliates, owners, successors and assigns shall have no liability or responsibility for any liability or other obligation of the Debtor or the estate arising under or related to the Claims or other assets, operations, activities, or businesses of Debtor to the fullest extent of applicable law, including but not limited to under any theory of successor or vicarious liability, de facto merger or substantial continuity. 13. This Court retains exclusive jurisdiction to (i) interpret, enforce and implement the terms and provisions of the Agreement, all amendments thereto, any waivers and consents thereunder, and each of the agreements executed in connection therewith, (ii) compel delivery of

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the Claims to the Purchaser, (iii) resolve any disputes arising under or related to the Agreement and related agreements, except as otherwise provided therein, (iv) enjoin and adjudicate the assertion of any Liens, Claims, Encumbrances and Interests against the Purchaser or in respect of the Claims, and (v) interpret, implement and enforce the provisions of this Sale Approval Order. 14. As of the Closing, all agreements and all orders of this court entered prior to the date hereof shall be deemed amended or modified solely to the extent required to permit the consummation of the transactions contemplated by this Sale Approval Order and the Agreement. 15. The Agreement and any related agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto in accordance with the terms thereof without further order of the court, provided that any such modification, amendment or supplement is not materially less favorable to the Debtor. In the event a modification is materially less favorable to the Debtor, the Debtor shall file and serve a notice of such modification. If no party-in-interest filed a written objection with the court within five business days, such modification shall be deemed approved without further order of the court, but the court may enter any such further order as may be necessary. 16. Notwithstanding Fed. R. Bankr. P. 6004(h) and 6006(d), this Sale Approval Order shall take effect immediately upon entry, and in the absence of any entity obtaining a stay pending appeal, Debtor and Purchaser are free to close under the Agreement at any time. 17. To the extent that this Sale Approval Order is inconsistent with any prior order or pleading with respect to the Sale Motion in the Chapter 11 Case, the terms of this Sale Approval Order shall govern. Dated: William J. Fisher United States Bankruptcy Judge

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