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Full title: Objection by Interested Party Worldwide Distributors to 9 Motion for use of cash collateral. An affidavit or verification, Proof of service. (Meyer, Steven) (Entered: 01/13/2021)

Document posted on Jan 12, 2021 in the bankruptcy, 35 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The undersigned member (`Member") and Worldwide Distributors, a Washington cooperative association ("Worldwide") make this Credit Agreement as of this 747 day of cle:VC,Iv--1- 20 kCik .If there is any material change in the Debtor's financial condition that may have an adverse impact on Worldwide's ability to collect the amounts due to it from Member, Member will inform that Worldwide in writing of such change within 5 business days.THIS MEMBERSHIP AGREEMENT ("Agreement") is entered into this day of , 20 Vi , by and between Worldwide Distributors ("Worldwide"), a Washington ,cooperative association, and the undersigned member ("Member.).Applicable charges for small items such as postage, United Postal Service fees, Worldwide advertising, warehouse services and special accommodations.D. Worldwide agrees to furnish suitable forms of documents such as purchase orders, invoices, and remittance instructions, and Member agrees to employ such forms with respect to goods obtained through Worldwide's agency.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No. 21-30037 (Chapter 11) Tea Olive I, LLC d/b/a Stock+Field, OBJECTION OF WORLDWIDE Debtor. DISTRIBUTORS TO MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE USE OF CASH COLLATERAL ON AN INTERIM AND FINAL BASIS Worldwide Distributors (“Worldwide”), by and through its undersigned counsel, hereby submits this Objection (“Objection”) to Motion for Order (i) Granting Expedited Relief and (ii) Authorizing the Use of Cash Collateral on an Interim and Final Basis (“Motion”). FACTUAL SUMMARY 1. Worldwide is a Washington cooperative association selling to its members outdoor sporting goods inventory such as camping, fishing and recreational firearms. Tea Olive I, LLC (“Debtor”) and Worldwide entered into a series of agreements, including but not limited to the following: a. Security Agreement dated February 27, 2019, a true and correct copy of which is attached hereto as Exhibit A (“Security Agreement”); b. Member Credit Agreement dated February 25, 2019, a true and correct copy of which is attached hereto as Exhibit B (“Credit Agreement”); and c. Worldwide Distributors Membership and Agency Agreement dated February 25, 2019, a true and correct copy of which is attached hereto as Exhibit C (“Member Agreement”).

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2. The Security Agreement has two separate granting clauses, the first of which grants Worldwide a purchase money security interest in all inventory and equipment that were financed by Worldwide for the benefit of Debtor or sold or distributed to Debtor by Worldwide (“Worldwide Purchase Money Security Interest”): (a) Debtor hereby grants Creditor a continuing purchase money security interest in all of Debtor’s inventory and equipment financed by Creditor for the benefit of Debtor or sold or distributed to Debtor by Creditor, wherever located, now owned or hereinafter acquired and all proceeds therefrom, to secure the payment of Debtor’s indebtedness to Creditor. The parties intend by this grant of purchase money security interest that each item of inventory and equipment shall secure both its own cost and any other indebtedness as permitted under Article 9 or the Uniform Commercial Code as now enacted in this jurisdiction, or in force at any relevant time. See Section 1(a) of Security Agreement, Ex. A. 3. The second granting clause is much broader, covering all business assets of Debtor including but not limited to accounts, equipment, inventory and fixtures (“Worldwide General Security Interest”; collectively with the Worldwide Purchase Money Security Interest, the “Worldwide Security Interest”): (b) In addition to the security interest granted in section 1(a) above, Debtor hereby grants Creditor a continuing security interest in all of the following, wherever located, now owned or hereafter acquired: all inventory (including without limitation all returns, repossessions and parts), all equipment, furniture and fixtures, all general intangibles, instruments, accounts, chattel paper, contract rights, documents, deposit accounts, investment property, letters of credit and letters of credit rights, security interests and agreements, and all cash and non-cash proceeds, products, additions and accessions to any of the foregoing in sections 1(a) and 1(b) to secure the payment and performance of all of Debtor’s obligations and indebtedness to Creditor, regardless of the form of such obligations and indebtedness, arising at any time under this Agreement or otherwise, together with interest thereon and any renewals or extensions thereof, and whether such indebtedness and obligations are from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred. See Section 1(b) of Security Agreement, Ex. A. 4. On January 9, 2020, Worldwide filed a UCC Financing Statement with the Minnesota Secretary of State, a true and correct copy of which is attached hereto Exhibit D

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(“Worldwide UCC”). The Worldwide UCC was filed approximately two months before the Prepetition Agent (as that term is defined in the Motion) filed its UCC Financing Statement on March 4, 2020. See ¶ 17 of the Motion, Docket #9. The Worldwide UCC identifies both the Worldwide Purchase Money Security Interest assets and the Worldwide General Security Interest assets. 5. Pursuant to the Security Agreement and the Credit Agreement, the Debtor agreed to pay attorneys’ fees and other costs of collection incurred by Worldwide. See ¶ 5(f) of the Security Agreement, Ex. A and ¶ 7 of the Credit Agreement, Ex. B. 6. Further, in the event that Debtor fails to pay any invoice on the date shown on the invoice, Debtor agreed to pay a delinquency charge of 1.5%. See ¶¶ 2 and 5 of the Credit Agreement, Ex. B. 7. In addition, Debtor agreed to pay a finance charge of 1.5% per month (or 18% per year) when an invoice becomes past due. See ¶ III(b)(5) of the Member Agreement, Ex. C. 8. As of January 11, 2021, Debtor owed Worldwide $3,149,270.28, plus delinquency charges, attorneys’ fees and finance charges. DEBTOR’S POSITION REGARDING WORLDWIDE 9. In the Motion, Debtor acknowledges the Worldwide UCC and that it includes both the Worldwide Purchase Money Security Interest assets and the Worldwide General Security Interest assets. See ¶ 17 of Motion, Docket #9. Debtor, however, indicates that it “has no record of having granted a security interest to” Worldwide. Id. Debtor’s counsel, however, has since been provided with a copy of the Security Agreement, which it has acknowledged it had not seen before. We anticipate that there will no longer be a dispute that Worldwide was granted a security interest.

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10. Debtor also seems to suggest that Worldwide would not have a lien because the goods sold to Debtor were of a type also purchased from other sources, and it would be impossible to distinguish which were attributable to Worldwide from those acquired from other sources. Id. This, however, is irrelevant with respect to the Worldwide General Security Interest, which covered all business assets, not just the inventory or other assets sold by Worldwide to Debtor, and which was perfected before the Prepetition Agent perfected its lien. WORLDWIDE IS NOT ADEQUATELY PROTECTED 11. Pursuant to 11 U.S.C. Section 363(c)(2), a debtor is not entitled to use cash collateral unless the secured party with an interest in such cash collateral consents or the court authorizes such use. Further, the court shall prohibit or condition the use of cash collateral as necessary to provide adequate protection of the parties’ interests. 11 U.S.C. Section 363(e). Debtor has the burden of establishing that the Prepetition Agent is adequately protected. 11 U.S.C. Section 363(p). 12. The proposed order (“Proposed Order”) attached to the Motion fails to provide any form of adequate protection for Worldwide and, in fact, eliminates its lien entirely. Because the Proposed Order was prepared assuming that the Prepetition Agent and Prepetition Lenders (as that term is defined in the Motion) held a first priority lien, it is rife with problems because it fails to account for Worldwide’s senior lien position. Given that this Objection is filed in response to a request for interim relief, below are just some of the major concerns regarding the Proposed Order and Worldwide will have more detailed objections at the final hearing. Findings State That Prepetition Lenders’ Liens are “First Priority.” 13. The findings in the Proposed Order fail to provide that Worldwide has a lien and erroneously state that the Prepetition Lenders have “first-priority liens.” See ¶ E(v) of the

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Proposed Order. This is inaccurate – the Worldwide Security Interests exist, and are senior in priority to the Prepetition Lenders’ liens. All “Excess Cash” is Paid to Junior Lender. 14. This chapter 11 case is a liquidation of a retailer; Debtor has started going out of business sales at its various locations the week prior to the bankruptcy filing. See ¶ 6 of the Motion. Accordingly, there will be very little new inventory that will be acquired and, in the next few months, all assets will be sold or abandoned. Under the Proposed Order, all cash in the Debtor’s possession above a certain threshold is supposed to be paid to the Prepetition Lenders. See ¶ 6(d) of the Proposed Order. Thus, if the Proposed Order is entered as it is now drafted, all funds would first be paid to junior secured parties (i.e., the Prepetition Lenders), before any payment could be made to Worldwide. If it turns out there are insufficient assets to pay the Prepetition Lenders, all of the assets will have been sold and Worldwide will not have any collateral remaining to pay its secured obligation. Because this is a liquidation, every dollar paid to the Prepetition Lenders reduces Worldwide’s collateral, which won’t be replaced by new assets. Accordingly, simply granting Worldwide a replacement lien will be of little value to Worldwide. To protect Worldwide, Worldwide will need to receive the payment of the excess cash prior to the Prepetition Lenders. Funds Not Used for the Professional Carveout are Delivered to the Prepetition Lenders. 15. At various points, the order provides for amounts in the Carveout Reserve Account (as that term is defined in the Proposed Order) to be paid to the Prepetition Agent for the benefit of the Prepetition Lenders until their debt is satisfied. See ¶ 4(b)(ii) of the Proposed Order. Those funds should first go to Worldwide until its debt is paid and then to the Prepetition Agent and the Prepetition Lenders.

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No Replacement Lien. 16. The Proposed Order does not grant Worldwide a replacement lien. See ¶ 6(a) of the Proposed Order. Further, it grants replacement liens to the Prepetition Lenders and provides that their liens will have priority over, among others, Worldwide’s lien. Id. Accordingly, not only does Worldwide not receive the benefit of a replacement lien, its existing lien is subordinated to the replacement liens granted to junior prepetition creditors. Worldwide should be granted a replacement lien and the Prepetition Lenders’ replacement liens should be subordinate to Worldwide’s replacement lien. Worldwide is Not Granted a Superpriority Administrative Expense Claim. 17. Worldwide is not granted a superpriority administrative expense claim while the Prepetition Lenders are. See ¶ 6(c) of the Proposed Order. Worldwide, as the senior secured lender, should be entitled to no less protection than that afforded to a junior secured party. Junior Lender is in Control of Worldwide’s Cash Collateral. 18. Under the Proposed Order, the Prepetition Lenders are entitled to exclusive dominion and control of Worldwide’s cash collateral and have the ability to offset amounts on deposit upon the occurrence of an Termination Date (as that term is defined in the Proposed Order). See ¶ 6(f) of the Proposed Order. Further, the Prepetition Lenders purport to have the benefit of a control agreement over those accounts. Worldwide’s collateral should not be deposited into an account in which a junior lender is perfected and Worldwide is not. Alternatively, the Proposed Order should provide that Worldwide retains its perfected lien in the proceeds deposited into those accounts with the same dignity, priority and effect that its lien on the collateral from which the proceeds were generated previously enjoyed. Any rights of the Prepetition Lenders should be subordinate to Worldwide, and the Prepetition Lenders should be

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precluded from exercising any rights against the funds in those accounts until Worldwide is paid in full. Junior Lender is Granted Relief from Stay While Worldwide is Not. 19. The Prepetition Lenders are granted relief from stay under various circumstances and Worldwide is not. See ¶ 9 of the Proposed Order As a result, junior lenders could be granted relief from stay on an expedited basis and proceed against the collateral while Worldwide is precluded from doing so jeopardizing its ability to exercise its senior lien rights. Worldwide should also be entitled to deliver the Enforcement Notice (as defined in the Proposed Order) and be granted relief from stay at the same time that the Prepetition Lenders are if the Prepetition Lenders deliver an Enforcement Notice. Finally, Worldwide should also receive the Stay Relief Notice (as defined in the Proposed Order) or the Enforcement Notice when the Prepetition Agent or the Prepetition Lenders deliver it. Marshalling. 20. The Proposed Order provides that the Prepetition Lenders shall not be subject to the equitable doctrine of marshalling. See ¶ 13 of the Proposed Order. The Prepetition Lenders have been granted mortgages encumbering real property owned by non-debtors “which contributes $10,890,000 to the Debtor’s borrowing base.” See ¶ 15 of the Motion. Further, the Debtor seeks to pay the Prepetition Lenders post-petition attorneys’ fees, interest and a “consent/administration fee” in consideration for consenting to the use of cash collateral and maintaining the cash management system. See Motion, Ex. A. These post-petition interest and attorneys’ fees can only be paid if the Prepetition Lenders are oversecured. 11 U.S.C. 506(b). Accordingly, not only do the Prepetition Lenders have sufficient collateral to pay their principal, pre- and post-petition interest and pre- and post-petition attorneys’ fees from the Debtor’s assets,

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they also have additional real estate not available to the Debtor’s other creditors that generated borrowing capacity of over $10,000,000. If marshalling is available, it shouldn’t be extinguished by this order. Reporting 21. Under the Proposed Order, the Debtor is required to deliver various reports to the Prepetition Agent and the Prepetition Lenders. Those same reports should also be sent to Worldwide at the same time that they are sent to the Prepetition Agent and the Prepetition Lenders. INTERIM RELIEF 22. Debtor has indicated that the Prepetition Lenders have not had an opportunity to review Worldwide’s documentation and claim amount. As a preliminary matter, given that Worldwide’s lien was filed almost two months before the prepetition loan closed, they had notice and ample opportunity to ask to review Worldwide’s documents. In fact, the Debtor has indicated that Worldwide’s lien is a “permitted lien” under the Credit Agreement. Notwithstanding that, Worldwide is amendable to allowing the Prepetition Lenders to review the documents during the interim period. During that period, all “excess” cash should be held by Debtor and not distributed to any creditor (including the Prepetition Agent and the Prepetition Lenders) until the final hearing, at which time the Court can order the appropriate disposition of the funds. This will allow both parties the opportunity to review the other’s documents. The order, however, should address the major concerns outlined above. With that, Worldwide does not object to the use of its cash collateral as outlined in the budget attached to the Motion. WHEREFORE, Worldwide objects to the terms of the Proposed Order in its current form but, subject to Debtor retaining all cash that is not spent in accordance with the budget (other

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than payments to the Prepetition Agent and the Prepetition Lenders) and changes to the order addressing the major concerns outlined above, Worldwide does not object to Debtor’s use of cash collateral in accordance with the budget until the Final Hearing.

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Dated: January 13, 2021 FOX ROTHSCHILD LLP By: /e/ Steven W. Meyer Steven W. Meyer (#160313) 222 South Ninth Street, Suite 2000 Minneapolis, Minnesota 55402 Telephone: (612) 607-7000 Facsimile: (612) 607-7100 ATTORNEYS FOR WORLDWIDE DISTRIBUTORS

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VERIFICATION I, Sean Maygra, President and CEO of Worldwide Distributors, declare under penalty of perjury that the facts set forth in the foregoing Objection are true and correct according to the best of my knowledge, information, and belief. Dated: January 13, 2021 Sean C. Maygra 11

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EXHIBIT A TO OBJECTION OF WORLDWIDE DISTRIBUTORS TO MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE USE OF CASH COLLATERAL ON AN INTERIM AND FINAL BASIS

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EXHIBIT B TO OBJECTION OF WORLDWIDE DISTRIBUTORS TO MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE USE OF CASH COLLATERAL ON AN INTERIM AND FINAL BASIS

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MEMBER CREDIT AGREEMENT The undersigned member (`Member") and Worldwide Distributors, a Washington cooperative association ("Worldwide") make this Credit Agreement as of this 747 day of cle:VC,Iv--1- 20 kCik . WHEREAS, Worldwide is a cooperative association which acts as an agent for its members in purchasing inventory for its members: and WHEREAS, Worldwide provides additional services to its members including accounting and computer services: and WHEREAS, the undersigned has been accepted as a member or prospective member of Worldwide, NOW, THEREFORE, it is hereby agreed as follows: 1. Services: Payment. Worldwide will provide to the Member all the services that Worldwide furnishes; and the undersigned agrees to pay Worldwide for the services rendered to the undersigned at the published rates applicable to the membership. 2. Payment Due on Invoice Due Date. The undersigned agrees to pay for all purchases made through Worldwide and billed to Worldwide on such terms and conditions set forth in the Worldwide Member Handbook. Such payment is due in the offices of Worldwide on the due date. If payment is late, it will be subject to the Delinquency Charge discussed below. 3. Conditions. To secure prompt payment, the undersigned agrees to the following: a. To submit to Worldwide a current financial statement at the end of each fiscal year-end or such interim statements as Worldwide may request, certified by the undersigned or an officer of the undersigned; and b. To grant to Worldwide a security interest in assets of the undersigned as may be agreed to with Worldwide, but in no event will "inventory and proceeds" not be covered by such agreement 4. Representations and Warranties as to Financial Statements and Financial Condition. As a condition of Worldwide providing Member with a credit limit for purchases of merchandise, Member represents and warrants to Worldwide that: a. All financial statement(s) it has, or in the future will provide Worldwide, were or will be prepared in substantial compliance with generally accepted accounting principles. b. The financial statements member has provided and will provide are being relied upon by Worldwide in their continued extension of credit, and such credit would not be granted or extended without the representations contained herein and in said financial statements; and c. If there is any material change in the Debtor's financial condition that may have an adverse impact on Worldwide's ability to collect the amounts due to it from Member, Member will inform that Worldwide in writing of such change within 5 business days. 5. Delinquency Charge. Whereas Worldwide is not in the lending business and it is incapable of sustaining late accounts receivable from its members, all payments for goods or services furnished must be submitted by members no later than the due date shown on the invoice from Worldwide. If the undersigned fails to promptly pay its bill within the aforementioned time period. it is a breach of this contract and the undersigned will be liable for a delinquency charge constituting liquidated damages in the amount of one and one half (1.5%) of the account balance.

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6. Cancellation for Noncompliance. In the event the undersigned does not comply with the terms of credit due Worldwide or to suppliers of the undersigned using Worldwide's credit, all privileges of the undersigned shall cease at the sole option of Worldwide and shall not be restored unless, in the opinion of Worldwide's officers, the undersigned's credit has been satisfactorily re-established. 7. Remedies: Attorneys' Fees. In the event that the undersigned breaches any of the terms of this agreement or the security agreements or any other documents signed between the parties. Worldwide shall have all rights set forth in this agreement and in all other documents which may be executed by and between the undersigned and Worldwide. In the event it is necessary for Worldwide to retain legal counsel to obtain compliance with the duties contained in any of these agreements or the sums owing to Worldwide, regardless of whether a lawsuit or arbitration is commenced, the undersigned agrees to pay to Worldwide the attorney's fees and costs incurred by Worldwide in enforcing its rights and remedies under this and the other agreements signed between Worldwide and the undersigned. 8. Governing Law and Disputes. All disputes arising out of or in connection with this Agreement or any security agreement executed by Member, including the determination of the scope or applicability of this agreement to arbitrate, shall, be referred to and finally resolved by arbitration in Seattle, Washington by an single arbitrator agreed to by the parties, or if the parties cannot agree. by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction, provide however, this shall not preclude Worldwide from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, including, but not limited to, preliminary injunction, attachment, replevin or the appointment of a receiver in connection with the enforcement of this Agreement. Notwithstanding the foregoing, nothing in this section shall prevent Worldwide from commencing a civil proceeding in a court of competent jurisdiction to judicially enforce Worldwide's rights against the Collateral. If Worldwide commences a civil action to enforce its security agreement, then any issue other than the enforceability of Worldwide's security interest and its right to possess or sell the collateral, such as any dispute as to the balance owing Worldwide or any counterclaims or affirmative defenses asserted by the Member, shall be determined by arbitration as provided for in this Section. 9. Waiver. Failure by Worldwide to strictly enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 10. Personal Guaranty. As a further condition of the extension of credit, the undersigned agrees that the major shareholders or members of the undersigned may be required to sign, with their spouses, a guaranty of payment guaranteeing the payment of the undersigned. In the event any major shareholder, members, or their respective spouses refuses to sign or terminates their guaranty of payment, Worldwide shall have the option of refusing to extend credit or services to the undersigned. 11. Credit Limit. Worldwide will grant a maximum credit limit of $600,000.00 The maximum Credit Limit shall be subject to review at any time. Should your unpaid balance exceed this credit limit, you will be required to make a payment on your account prior to the due date unless prior arrangements have been made. Worldwide reserves the right to discontinue "charge" shipments if the account exceeds the credit limit or if the account becomes past due. Member agrees to take full responsibility for all purchases made from Worldwide prior to this limit being established. 12. Binding Effect. This agreement is binding upon and shall inure to the benefit of the heirs, executors, administrators and assigns of the parties hereto. SIGNATURES ON FOLLOWING PAGE 7 - -

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MEMBER CREDIT AGREEMENT WORLDWIDE Member # Exact Legal Name: Tea Olive I, LLC By: By: S.AvywyLe \\IP-17 f*i yji-41,;V:1 Print Name: Print Name: C170, Title: Title: - 3 -

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EXHIBIT C TO OBJECTION OF WORLDWIDE DISTRIBUTORS TO MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE USE OF CASH COLLATERAL ON AN INTERIM AND FINAL BASIS

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WORLDWIDE DISTRIBUTORS MEMBERSHIP AND AGENCY AGREEMENT 1:5 THIS MEMBERSHIP AGREEMENT ("Agreement") is entered into this day of , 20 Vi , by and between Worldwide Distributors ("Worldwide"), a Washington ,cooperative association, and the undersigned member ("Member.). Recitals A. Worldwide is an independent retailer buying association. Worldwide has been formed to provide, on a cooperative basis, favorable buying opportunities for merchandise and services, a forum in which merchandise and services may be presented, and market information and education. B. Member is a retail store or seller of consumer goods. C. Worldwide has invited Member to join Worldwide, and Member desires to join Worldwide. Agreement THEREFORE in consideration of the foregoing and the following terms, conditions, and mutual promises contained in this Agreement, Worldwide and Member agree as follows. I. Duties of Member. Member agrees to: A. Comply with all obligations contained in this Agreement, Worldwide's Articles of Incorporation, Bylaws and any policies Worldwide may from time to time adopt by vote of the Board of Directors; B. Pay all amounts described in Section III below; and C. Provide annual financial statements to Worldwide. D. Shall abide by all Worldwide policies & procedures. II. Term. This Agreement shall run until either party terminates it in accordance with the provisions of this Agreement. Payment. Member agrees as follows: A To pay an Initial Membership Fee (in United States dollars) of $5,000, in cash or by promissory note. B. To pay monthly dues and charges as they may be established from time to time by the Board of Directors of Worldwide, by the 5th day of each month. Worldwide may prospectively revise any of its dues and charges at any time. The monthly dues and charges are currently set at the following rates, calculated in accordance with the policies of Worldwide: 1. Monthly Membership Dues: a) S410.00 monthly b) S50 for each ship-to address in addition to the primary ship-to address, not to exceed $150. 2. Drop Ship Charges not to exceed: a) 1.5% for annual cumulative purchases of 0-$1,300,000. - I - 41648395 vi .136222-(tH

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b) 0.25% for annual cumulative purchases of $1,300,000 to $15,000,000. c) 0% for annual cumulative purchases over $15,000,000. 3. For domestic goods purchased through Worldwide Distribution Center: (a) a minimum 6% Upcharge for merchandise and freight is included on the invoice; and (b) charges for repacks and special promotions shall be additional. 4. For imports: (a) a minimum 10% Upcharge for merchandise is included on the invoice; and (b) charges for repacks and special promotions shall be additional. 5. Finance Charges in the amount of 1.5% per month shall be added to a member's account should an invoice(s) become past due. 6. Applicable charges for small items such as postage, United Postal Service fees, Worldwide advertising, warehouse services and special accommodations. 7 Credit Insurance is required for first three years of membership and each subsequent year. thereafter, as determined by Worldwide. Billings of Credit Insurance will be based on the quarterly rolling average of receivables. C. To provide Worldwide with security for Member's obligations to Worldwide, in the form of security interests in assets, letters of credit and/ or personal guarantees in each case satisfactory to Worldwide. D. To maintain the highest standard of ethics in its dealings with Worldwide and other members and patrons of Worldwide. IV. Membership Interests. Upon execution of this Agreement and payment of the Initial Membership Fee, Member shall be entitled to one Class A Membership Interest as defined by the Articles of Incorporation of Worldwide. V Distributions Based upon Patronage. Member shall be entitled to distributions of cash, book credits or Class C Membership Interests in proportion to the volume of business the Member transacts with Worldwide. in accordance with the Articles, Bylaws and policies of Worldwide. VI. Termination. Either party may terminate the Agreement at any time upon written notice to the other party, effective 30 days after the notice is sent. In addition, in the event that Member ceases to pay the Monthly Membership Dues or otherwise fails to observe its obligations under the Agreement, Worldwide may terminate the Agreement by written notice to Member. VII. Refund of Initial Membership Fee. Upon termination of this Agreement, Worldwide shall redeem the Class A Membership Interest by paying to the former member an amount equal to the Refund Value as defined in the Articles of Incorporation, payment for which may be made in such amounts and at such times as Worldwide determines in its sole discretion over not more than a three (3) year period, with interest on the diminishing principal balance computed at the prime rate published in the Wall Street Journal. In addition, if the Member upon termination holds any Class B or Class C Membership Interests as defined in the Articles of Incorporation. Worldwide shall pay an amount equal to the Refund Value as defined in the Articles of Incorporation per Membership Interest, payment for which shall be made in such amounts and at such times as Worldwide determines in its sole discretion over a three (3) year period, with interest on the - 2 -

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diminishing principal balance computed at the prime rate published in the Wall Street Journal. VIII. Offset Rights. Worldwide may offset against any obligations to a Member at any time the amount of any obligation then owing to Worldwide by a Member. IX. Membership Not Transferable. The rights of the Member under this Agreement are not transferable to any other party. X. Nature of Relationship. Worldwide is the agent of the Member on terms and conditions as stated below. Otherwise, in the performance of this Agreement, each party shall be deemed to be an independent entity and not an agent of or a member of a joint venture with the other, and neither party may create any obligation or responsibility—expressed or implied—on behalf of or in the name of the other. Neither party will make any false or misleading statements, claims, or representations with respect to the other. One of the main services provided to its members by Worldwide is promotion of opportunities for each Member to obtain goods at discount or other favorable terms, all as arranged by Worldwide, and therefore, it is hereby agreed that: A. Member will abide by all terms and conditions related to transactions arranged for Member by Worldwide. B. As between Member and Worldwide. Member will be solely responsible for payment of goods that Member purchases through Worldwide from vendors and suppliers. C. Worldwide shall negotiate terms and furnish information respecting the purchase of goods from suppliers or vendors, including but not limited to trade discount, delivery date, availability, promotional displays for Member, and other like services. for which Member shall compensate Worldwide in accordance with the schedule of charges in effect from time to time. D. Worldwide agrees to furnish suitable forms of documents such as purchase orders, invoices, and remittance instructions, and Member agrees to employ such forms with respect to goods obtained through Worldwide's agency. Xl. Ownership. A. Member, Member shall be deemed the sole and rightful owner of all rights, title, and interest to present and future copyrights. trademarks, service marks, and patents developed by or for the Member relating to its business. B. Worldwide. Worldwide shall be deemed the sole and rightful owner of all rights, title, and interest to present and future copyrights, trademarks, service marks, and patents developed by or for Worldwide relating to Worldwide's business. XII. Representations. Worldwide represents to Member and Member represents to Worldwide that they have the authority to enter into this agreement. XIII. Confidentiality. One of the benefits of membership in Worldwide is the participation in special pricing programs offered by Worldwide or to Worldwide by third parties such as vendors or suppliers. Member shall not disclose to any third parties any information regarding any pricing programs associated with Worldwide, or the financial condition, business practices. or operations of Worldwide without the prior written consent of - 3 -

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Worldwide. Such information is proprietary and the only purpose for which it may be used is to decide whether to participate in the programs of Worldwide. XIV. Notices, Any notice required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered. sent by facsimile transmission, mailed by certified mail (return receipt requested), or sent by recognized overnight courier service as follows: If to Worldwide: Worldwide Distributors P.O. Box 88607 Seattle, Washington 98138-0607 If to Member: Tea Olive I, LLC 3435 Promenade Ave Ste 1001. Eagan, MN 55123 Notice shall be deemed given when received, and if sent by multiple means, when first received. XV. Governing Law and Disputes. A. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any action to enforce this Agreement or any credit or security agreement entered into in connection therewith, the prevailing party shall be entitled to its reasonable attorneys' fees and costs, B. Arbitration. All disputes arising out of or in connection with this Agreement or any agreement executed by Member and Worldwide, including the determination of the scope or applicability of this agreement to arbitrate, shall be referred to and finally resolved by arbitration in Seattle, Washington by an single arbitrator agreed to by the parties, or if the parties cannot agree, by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude Worldwide from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, including, but not limited to. preliminary injuction, attachment, replevin or the appointment of a reciever in connection with the enforcement of this Agreement or any credit or security agreement executed by the parties. C. Enforcement of Security Interest. Nothing in this Section XV shall prevent Worldwide from commencing a civil proceeding in a court of competent jurisdiction to judically enforce any security agreement granted by the Member in connection with this Agreement. If Worldwide commences a civil action to enforce its security agreement, then any issue other than the enforceability of Worldwide's security interest and its right to possess or sell the collateral, such as any dispute as to the balance owing Worldwide or any counterclaims or affirmative defenses asserted by the Member, shall be determined by arbitration as provided in subparagraph B of this Section XV. XVI. Assignment. This Agreement, and any rights or obligations hereunder, may not be assigned or transferred by Member without prior written approval of Worldwide, which in its sole discretion may withhold or condition such approval. - 4 -

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XVII. Construction. If for any reason any provision of this Agreement, or portion thereof, is determined to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. XVIII Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. XIX. Entire Agreement. This Agreement does not constitute an offer by Worldwide and it shall not be effective until signed by both parties. This Agreement, Worldwide's Articles of Incorporation and Bylaws, and any other written agreement entered into in connection with this Agreement contains the entire Agreement of the parties and supersedes all prior written or oral discussions. This Agreement shall not be modified except by a written agreement dated on or after the date of this Agreement and signed on behalf of Worldwide and Member by their respective duly authorized representatives. [SIGNATURE PAGE FOLLOWS] - 5 -

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IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date first written above. WORLDWIDE Member # Exact Legal Name: Tea Olive I, LLC Jr Signature: Signature: U Print Name: 1, VIIOA/ Print Name: Matthew Whebbe Title: @PA k‘k WaV ta Title: Date: Date: Fed Tax ID#: Or SS# -6-

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EXHIBIT D TO OBJECTION OF WORLDWIDE DISTRIBUTORS TO MOTION FOR ORDER (I) GRANTING EXPEDITED RELIEF AND (II) AUTHORIZING THE USE OF CASH COLLATERAL ON AN INTERIM AND FINAL BASIS

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No. 21-30037 (Chapter 11) Tea Olive I, LLC d/b/a Stock+Field, UNSWORN CERTIFICATE Debtor. OF SERVICE I hereby certify that on January 13, 2021, I caused the Objection to Motion for Order (i) Granting Expedited Relief and (ii) Authorizing the Use of Cash Collateral on an Interim and Final Basis to be filed electronically with the Clerk of Court through ECF. Dated: January 13, 2021 FOX ROTHSCHILD LLP By: /e/ Steven W. Meyer Steven W. Meyer (#160313) 222 South Ninth Street, Suite 2000 Minneapolis, Minnesota 55402 Telephone: (612) 607-7000 Facsimile: (612) 607-7100 ATTORNEYS FOR WORLDWIDE DISTRIBUTORS