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Full title: Motion for 2004 examination of Sean Hauenstein, or an authorized representative of Copeland, Buhl & Company, PLLP and Matthew F. Whebbe filed by Trustee Patti J. Sullivan. An affidavit or verification, Memorandum of law, Proof of service, Proposed order. Hearing scheduled 8/24/2021 at 11:00 AM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (Manty, Nauni) (Entered: 08/05/2021)

Document posted on Aug 4, 2021 in the bankruptcy, 8 pages and 0 tables.

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P. 2004 directing the examination and related document production of Sean Hauenstein, or an authorized representative of Copeland, Buhl & Company, PLLP and Matthew F. Whebbe.The trustee seeks to examine: Sean Hauenstein, CPA, or an authorized representative of Copeland Buhl & Company, PLLP and Matthew F. Whebbe as the former manager and CEO of the debtor and manager of Tea Olive, LLC.Authorizing the trustee to conduct an examination of Sean Hauenstein, CPA, or anauthorized representative of Copeland Buhl & Company, PLLP and Matthew F. Whebbe pursuant to Fed.Here, the trustee seeks to examine Sean Hauenstein, or an authorized representative of Copeland, Buhl & Company, PLLP and Matthew F. Whebbe, the former manager and CFO of the debtor and manager of Tea Olive, LLC, in connection with the change in corporate status and any tax liabilities that will now accrue to the estate in connection with the change in corporate status.Copeland, Buhl & Company, PLLP Manager of Tea Olive, LLC 800 East Wayzata Boulevard, Suite 300 60 South Sixth Street #2700 Wayzata, MN 55391 Minneapolis, MN 55402

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: BKY No. 21-30037 Chapter 7 TEA OLIVE I, LLC, Debtor. NOTICE OF HEARING AND MOTION FOR ORDER AUTHORIZING EXAMINATION AND RELATED DOCUMENT PRODUCTION PURSUANT TO RULE 2004 TO: The debtor and other entities specified in Local Rule 9013-3(a): 1. Patti J. Sullivan, the chapter 7 trustee of the bankruptcy estate of Tea Olive I, LLC,moves the court for authorization to conduct a Rule 2004 examination and gives notice of hearing. 2. The court will hold a hearing on this motion on Tuesday, August 24, 2021 at11:00 a.m. before the Honorable Judge William J. Fisher, in Courtroom 2B, 316 North Robert Street, St. Paul, Minnesota, 55101 or as soon thereafter as counsel may be heard. 3. Any response to this motion must be filed and served not later than Thursday,August 19, 2021, which is five days before the time set for the hearing (including Saturdays, Sundays, and holidays). UNLESS A RESPONSE OPPOSING THE MOTION IS TIMELY SERVED AND FILED, THE COURT MAY ENTER AN ORDER GRANTING THE REQUESTED RELIEF WITHOUT A HEARING. 4. This court has jurisdiction over this motion pursuant to 28 U.S.C. §§ 157 and 1334,Fed. R. Bankr. P. 5005 and Local Rule 1070-1. This proceeding is a core proceeding. This case is now pending in this court.

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5. This motion arises under Fed. R. Bankr. P. 2004. This motion is filed pursuant toFed. R. Bankr. P. 9014 and Local Rules 2004-1 and 9013-2. The trustee requests that the court issue an order under Fed. R. Bankr. P. 2004 directing the examination and related document production of Sean Hauenstein, or an authorized representative of Copeland, Buhl & Company, PLLP and Matthew F. Whebbe. 6. Within days before the chapter 11 bankruptcy filing, the debtor changed itscorporate status from a limited liability company taxed as a partnership to a C corporation under the Internal Revenue Service Form 1065. The effect of this would mean that any tax liability of the debtor would no longer flow down to the individual owners or partners, but would rather become an obligation of the debtor’s estate. In essence, the owners of the debtor, through the change in corporate structure, have now shielded themselves from any tax liabilities that would have been attributable to them. The trustee is attempting to determine the tax liability that will now be the responsibility of the estate. She has asked for documents and an explanation, but the trustee has not received sufficient information for the trustee’s accountant to calculate any tax liabilities resulting from the sale of the assets or other liability that may accrue to the estate. The trustee must determine the potential liability to the estate as a result of the changed corporate status. 7. The trustee seeks to examine those individuals with knowledge of the change incorporate status, the potential tax liability, and information surrounding the sale of the assets, and the taxable gain including the accountants and the former chief executive officer of the debtor to determine the potential liability to the estate. The trustee seeks to examine: Sean Hauenstein, CPA, or an authorized representative of Copeland Buhl & Company, PLLP and Matthew F. Whebbe as the former manager and CEO of the debtor and manager of Tea Olive, LLC. The trustee will also seek documents, including but not limited to, the working papers and financial

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documents used to prepare the 2019 and 2020 tax returns and the partial-year 2021 tax return; depreciation schedules of the debtor’s assets and any documents used to determine the taxable gain from the sale of the debtor’s assets. 8. The information sought pursuant to Rule 2004 is necessary because it relatesdirectly to the sale of assets of the estate and the potential tax liability, all of which affect the administration of this estate and is needed to adequately evaluate the claims and remedies that may be available to the trustee. WHEREFORE, the trustee respectfully requests that this court enter an order: 1. Authorizing the trustee to conduct an examination of Sean Hauenstein, CPA, or anauthorized representative of Copeland Buhl & Company, PLLP and Matthew F. Whebbe pursuant to Fed. R. Bankr. P. 2004. 2. Granting the trustee such other and further relief as may be just and appropriate. Dated: August 5, 2021 MANTY & ASSOCIATES, P.A. By: /e/ Nauni Manty Nauni Jo Manty (#230352) 150 South Fifth Street Suite 3125 Minneapolis, MN 55402 (612) 465-0990 Attorneys for the Trustee

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: BKY No. 21-30037 Chapter 7 TEA OLIVE I, LLC, Debtor. MEMORANDUM OF LAW SUPPORTING THE TRUSTEE’S MOTION FOR ORDER AUTHORIZING 2004 EXAMINATIONS The trustee submits this memorandum of law in support of her motion for an order authorizing 2004 examinations. FACTUAL BACKGROUND The trustee incorporates the facts as set forth in the notice of motion by reference. LEGAL ARGUMENT Rule 2004 of the Federal Rules of Bankruptcy Procedure provides that a court may order an examination of “any entity.” Fed. R. Bankr. P. 2004(a). Rule 2004(c) authorizes using the court’s subpoena power pursuant to Rule 9016 to compel the production of documents. Any interested party may seek a Rule 2004 examination which relates to “the acts, conduct, or property or to the liabilities and financial conditions of the debtor, or to any matter which may affect the administration of the debtor’s estate.” Fed. R. Bank. P. 2004(b). The scope of inquiry under Rule 2004 is broad and great latitude is ordinarily permitted. See In re Symington, 209 B.R. 678, 682-84 (Bankr. D. Md. 1997). The purpose of Rule 2004 is to give “parties in interest an opportunity to examine those individuals having knowledge of the financial acts and affairs of a debtor.” In re GHR Energy

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Corp., 35 B.R. 534, 536 (Bankr. D. Mass. 1983); see also Longo v. McLaren (In re McLaren), 158 B.R. 655, 657 (Bankr. N.D. Ohio 1992). Rule 2004 affords the examiner an even broader inquiry than that afforded by the discovery rules set forth in the Federal Rules of Civil Procedure, which themselves contemplate broad and easy access to discovery. Indeed, courts generally do not allow a debtor or other party to escape from an examination under Rule 2004 unless that party can demonstrate that the examination is actually oppressive under the circumstances. See In re Vantage Petroleum Corp., 34 B.R. 650, 652 (Bankr. E.D. N.Y. 1983). Here, the trustee seeks to examine Sean Hauenstein, or an authorized representative of Copeland, Buhl & Company, PLLP and Matthew F. Whebbe, the former manager and CFO of the debtor and manager of Tea Olive, LLC, in connection with the change in corporate status and any tax liabilities that will now accrue to the estate in connection with the change in corporate status. The examination and related document request fall within the liberal standards set forth by the court. CONCLUSION For the reasons set forth in the motion and in this memorandum, the trustee respectfully requests that the motion be granted. Dated: August 5, 2021 MANTY & ASSOCIATES, P.A. By: /e/Nauni Manty Nauni Manty (#230352) 150 South Fifth Street, Suite 3125 Minneapolis, Minnesota 55402 (612) 465-0990 Attorneys for the Trustee

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: BKY No. 21-30037 Chapter 7 Tea Olive I, LLC, Debtor. UNSWORN CERTIFICATE OF SERVICE I declare under penalty of perjury that on August 5, 2021, I served copies of the following: 1. Notice of Hearing and Motion for Order Authorizing the Examination and RelatedDocument Production Pursuant to Rule 2004; 2. Memorandum of Law Supporting the Trustee’s Motion for Order Authorizing 2004Examinations; 3. Proposed Order; and 4. Unsworn Certificate of Service via ecf and by sending true and correct copies via U.S. Mail to the following parties: Sean Hauenstien, CPA Matthew Whebbe Copeland, Buhl & Company, PLLP Manager of Tea Olive, LLC 800 East Wayzata Boulevard, Suite 300 60 South Sixth Street #2700 Wayzata, MN 55391 Minneapolis, MN 55402 Matthew F. Whebbe Former Manager of Debtor and Manager of Tea Olive, LLC 3435 Promenade Avenue #1001 Eagan, MN 55123 Executed on: August 5, 2021 Signed: /e/ Erica L. Miller Erica L. Miller, Paralegal Manty & Associates, P.A. 150 South Fifth Street, Suite 3125 Minneapolis, MN 55402 612-465-0901

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: BKY No. 21-30037 Chapter 7 TEA OLIVE I, LLC, Debtor. ORDER AUTHORIZING 2004 EXAMINATIONS This matter is before the court on the motion of the trustee for an order allowing her to conduct examinations pursuant to Federal Rule of Bankruptcy Procedure 2004. There were no objections to the motion. Based on the motion and the file, IT IS ORDERED: The trustee may examine Sean Hauenstein, or an authorized representative of Copeland, Buhl & Company, PLLP and Matthew F. Whebbe pursuant to Bankruptcy Rule 2004. Dated: ____________________________________ William J. Fisher United States Bankruptcy Court

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