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Full title: Response to 359 Application for Compensation with hearing, 367 Objection to application for compensation, 381 Objection to application for compensation filed by Accountant COPELAND BUHL AND COMPANY PLLP. Memorandum of law. (Running, Terri) (Entered: 08/16/2021)

Document posted on Aug 15, 2021 in the bankruptcy, 41 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Prepetition Liens granted to the Prepetition Agent for the benefit of itself and the Prepetition Lenders in the Prepetition Collateral pursuant to and in connection with the Prepetition Loan Documents, including, without limitation, all security agreements, pledge agreements, mortgages, deeds of trust, deposit account control agreements and other security documents executed by the Debtor in favor of the Prepetition Agent, (A) are valid, binding, perfected, enforceable and non-avoidable first-priority liens and security interests in the Debtor’s assets, (B) are not subject, pursuant to the Bankruptcy Code or other applicable law, to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaim, defense, or “claim” (as defined in the Bankruptcy Code) of any kind, (C) are subject and/or subordinate only to valid, perfected, and unavoidable senior priority liens and security interests existing as of the Petition Date securing valid, binding and unavoidable debt, and (D) constitute the legal, valid, and binding obligation of the Debtor, enforceable in accordance with the terms of the applicable Prepetition Loan Documents.the Debtor in the financial reporting or certifications to be provided by the Debtor to the Prepetition Agent under the Prepetition Loan Documents and/or this Final Order; (xii) without the prior written consent of the Prepetition Agent, the Debtor proposes or supports any plan of reorganization or sale of all or substantially all the Debtor’s assets or entry of any order confirming any such plan or sale that is not conditioned on the payment in full in cash, on the effective date of such plan or sale, of all Prepetition Obligations; (xiii) the Debtor fails to provide any additional adequate protection ordered by the Court and such failure shall continue unremedied for more than three (3) business days after written notice thereof; (xiv) without the prior written consent of the Prepetition Agent, the Debtor fails to satisfy any Milestone (defined below) set forth in Paragraph 26 hereof; (xv) without the prior written consent of the Prepetition Agent, the obtaining after the Petition Date of credit or the incurring of indebtedness that is (A) secured by a security interest, mortgage or other lien on all or any portion of the Prepetition Collateral that is equal or senior to any security interest, mortgage or other lien of the Prepetition Agent, other than a Replacement Lien granted hereunder, or (B) entitled to priority administrative status which is equal or senior to that granted to the Prepetition Agent herein, including, without limitation, the Adequate Protection Superpriority Claim; (xvi) without the prior written consent of the Prepetition Agent, the entry of an order by the Court granting relief from or modifying the automatic stay of section 362 of the Bankruptcy Code (A) to allow any creditor to execute upon or enforce a lien on or security interest

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Case No. 21-30037 Chapter 11 Case Tea Olive I, LLC d/b/a Stock+Field, Debtor. RESPONSE TO OBJECTIONS FILED BY THE UNITED STATES TRUSTEE AND THE CHAPTER 7 TRUSTEE TO FIRST APPLICATION FOR ALLOWANCE OF FEES AND EXPENSES OF ACCOUNTANT FEBRUARY 24, 2021 THROUGH MAY 31, 2021 (COPELAND BUHL & COMPANY PLLP) ________________________________________________________________________ I. INTRODUCTION Copeland Buhl & Company PLLC respectfully submits this response to the objections filed by the United States Trustee and the Chapter 7 Trustee to its fee application. II. PROCEDURAL BACKGROUND A. The Court Enters the Final Cash Collateral Order in the Chapter 11, providingfor the Carveout and the Carveout Reserve Account. 1. This Chapter 11 case was filed on January 10, 2021. 2. The debtor has not filed a chapter 11 plan of reorganization. 3. The Court entered a Final Order (I) Authorizing Use of Cash Collateral; (II)Affording adequate Protection; and (III) Modifying Automatic Stay on February 11, 2021 (the “Final Cash Collateral Order”) [Doc 144]. A copy of the Final Cash Collateral Order is attached as Exhibit A.

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4. The Final Cash Collateral Order provides for a carve-out pursuant to which the Prepetition Liens, the Replacement Liens, and the Adequate Protection Superpriority Claim are subordinate to professional fees of, and costs and expenses incurred by, professionals or professional firms retained by the Debtor and a Committee (the “Case Professionals”). Final Cash Collateral Order [Doc 144, ¶ 4(a) at p. 9]. 5. The Final Cash Collateral Order further provides that the Debtor shall maintain a separate account for payment of allowed professional fees (the “Carve-Out Reserve Account”). Final Cash Collateral Order, [Doc 144, ¶ 4(b)(i) at p.10]. 6. The Final Cash Collateral Order also provides that all funds in the Carveout Reserve Account shall be used first to pay the obligations set forth in paragraph 4, clauses (1) and (2); specifically the Statutory Fees and the Allowed Professional Fees. Final Cash Collateral Order [Doc 144, ¶ 4(b)(ii) at p. 10]. 7. Finally, the Final Cash Collateral Order provides that if the Carveout Reserve Account has not been reduced to zero, the funds shall be used to pay the Prepetition Agent for the benefit of the Prepetition Lenders, unless the Prepetition Obligations have been indefeasibly paid in full, in which case any such excess shall be paid to the Debtor’s Estate. [Doc 144, ¶ 4(b)(ii) at pp. 10 – 11]. B. The Court Approves the Debtor’s Application to Employ Copeland Buhl as Accountant, including payment of a retainer from the Carveout Reserve Account and ability to file monthly fee applications. 8. On April 1, 2021, the Debtor filed an application to employ Copeland Buhl & Company PLLP (“Copeland”) as accountant for the Debtor (the “Application”). [Doc 250].

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9. As set forth in the Application and the attached engagement letters, the Debtor required Copeland’s services to complete federal and state income tax returns for tax years 2020 and 2021. [Doc 250, ¶¶ 9, 10 at p. 2]. 10. Copeland estimated the cost for completing the returns to be $70,000. [Doc 250, ¶ 14 at p. 3]. 11. Copeland requested a retainer of $70,000 to be held for application against Copeland’s fees and expenses. Id. The Debtor agreed to pay Copeland the retainer. Id. 12. Pursuant to the Application, the retainer and estimated fees to be paid to Copeland were included in the professional fees escrow account (the Carveout Reserve Account as defined in the Final Cash Collateral Order) established pursuant to the Final Cash Collateral Order. Id. 13. On April 2, 2021, the United States Trustee entered a notice of US Trustee in favor of the Application. 14. On April 2, 2021, the court entered an order approving employment of Copeland as accountant (the “Order Approving Employment”). 15. The Order Approving Employment authorized the Debtor to pay the Retainer, and also authorized Copeland to file monthly fee applications. 16. Copeland filed a fee application on June 14, 2021. [Doc 359]. C. The case is converted to a chapter 7. 17. The Debtor converted this case to a to a Chapter 7 case on June 23, 2021. 18. The United States Trustee filed an objection to the Application on July 8, 2021. [Doc 367].

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19. The Chapter 7 trustee filed an objection to the Application on July 8, 2021 [Doc 381]. III. ANALYSIS 20. Allowance of Copeland’s fee application and application of the retainer to the allowed fees will not cause any diminution in value to the bankruptcy estate for the following reasons: (1) The Final Cash Collateral Order provides that the funds in the Carveout Reserve Account shall be used first to pay the obligations set forth in paragraph 4, clauses (1) and (2); specifically the Statutory Fees and the Allowed Professional Fees. Final Cash Collateral Order [Doc 144, ¶ 4(b)(ii) at p. 10]. (2) Next, the funds shall be used to pay the Prepetition Agent for the benefit of the Prepetition Lenders. [Doc 144, ¶ 4(b)(ii) at pp. 10 – 11]. (3) Finally, if the Prepetition Obligations have been indefeasibly paid in full, the excess shall be paid to the Debtor’s Estate. [Doc 144, ¶ 4(b)(ii) at pp. 10 – 11]. In other words, if the bankruptcy estate is entitled to any funds pursuant to the Carveout or the Carveout Reserve Account, it will receive those funds pursuant to the Final Cash Collateral Order.

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21. Because allowance of Copeland’s fee application and application of the retainer to the allowed fees will not cause any diminution in value to the bankruptcy estate, the objections of the United States Trustee and the Chapter 7 trustee must be overruled. IV. CONCLUSION For the foregoing reasons, the objections of the United States Trustee and the Chapter 7 Trustee should be overruled. MESSERLI & KRAMER P.A. Dated: August 16, 2021 By: /s/ Terri A. Running ______________ Terri A. Running (238338) 1400 Fifth Street Towers 100 South Fifth Street Minneapolis, MN 55402 612.672.3600 trunning@messerlikramer.com ATTORNEYS FOR COPELAND BUHL & COMPANY, PLLP

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Chapter 11 TEA OLIVE I, LLC, Case No. 21-30037 Debtor. FINAL ORDER (I) AUTHORIZING USE OF CASH COLLATERAL; (II) AFFORDING ADEQUATE PROTECTION; AND (III) MODIFYING AUTOMATIC STAY This matter coming before this Court on the Debtor’s Motion for Interim and Final Orders (A) Authorizing Postpetition Use of Cash Collateral, (B) Granting Adequate Protection, (C) Scheduling a Final Hearing Pursuant To Bankruptcy Rule 4001(b), and (D) Granting Related Relief (the “Motion”)1; and this Court having reviewed the Motion and held an interim hearing with respect to the Motion on January 13, 2021 (the “Interim Hearing”); and the Court having entered its (a) “Interim Order (I) Authorizing Use Of Cash Collateral and Affording Adequate Protection, (II) Modifying Automatic Stay, and (III) Scheduling a Final Hearing”, dated January 14, 2021 [ECF No. 53] (the “Initial Interim Order”), and (b) “Second Interim Order (I) Authorizing Use Of Cash Collateral And Affording Adequate Protection; And (II) Modifying Automatic Stay”, dated February 5, 2021 [ECF No. 125] (the “Second Interim Order”; and together with the Initial Interim Order, the “Interim Order”); and the Court having considered the evidence submitted or adduced, including the Declaration of Matthew F. Whebbe In Support of Debtor’s Chapter 11 Petition and First Day Motions and Applications (the “First Day Declaration”), and the arguments of counsel made at the Interim Hearing and the final hearing held before the Court on February 4, 5 and 10, 2021 (collectively, the “Final Hearing”); and notice of the Final Hearing having been given in accordance with Bankruptcy Rules 2002, 4001(b), (c) and (d), and 9014 and the Local Rules of this District; and the Final Hearing to consider the relief requested herein having been held and concluded; and all objections, if any, to the final relief requested herein having been 1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. NOTICE OF ELECTRONIC ENTRY AND

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withdrawn, resolved, or overruled by the Court; and it appearing to the Court that granting the relief requested in the Motion on a final basis is fair and reasonable and in the best interests of the Debtor, its estate, and its creditors, and is essential for the continued efficient and orderly wind-down of the Debtor’s businesses; and after due deliberation and consideration, and for good and sufficient cause appearing therefor: BASED UPON THE RECORD ESTABLISHED AT THE INTERIM HEARING BY THE DEBTOR, INCLUDING THE SUBMISSIONS AND DECLARATION AND REPRESENTATIONS OF COUNSEL, THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:2 A. Petition Date. On January 10, 2021 (the “Petition Date”), the Debtor filed a voluntary petition under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Minnesota (the “Bankruptcy Court” or this “Court”). The Debtor continues to operate its business and manage its properties as debtor in possession pursuant to Bankruptcy Code sections 1107 and 1108. B. Jurisdiction and Venue. This Court has core jurisdiction over this Chapter 11 Case, this Motion and the parties and property affected hereby pursuant to 28 U.S.C. sections 157(b) and 1334. Venue is proper before this Court pursuant to 28 U.S.C. sections 1408 and 1409. The statutory bases for the relief set forth in this Interim Order are sections 105, 361, 362, 363 and 507 of the Bankruptcy Code, Bankruptcy Rules 2002 and 4001 and Local Rule 4001-2. C. Notice. Upon the record presented to the Court at the Interim Hearing, notice of the Motion and the relief requested thereby and of the Final Hearing appears to have been provided in accordance with Bankruptcy Rules 4001(b), 4001(c)(1) and 9014, the Local Rules of this District, and as set forth in the Interim Order, which notice was appropriate under the circumstances and sufficient for the Motion, and the entry of this Final Order; and no further notice of, or hearing on, the entry of this Interim Order is necessary or required. 2 The findings and conclusions set forth herein constitute the Bankruptcy Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052. To the extent any findings of fact constitute conclusions of law, they are adopted as such. To the extent any conclusions of law constitute findings of fact, they are adopted as such.

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D. Creditors’ Committee. The U.S. Trustee has appointed an official committee of unsecured creditors (a “Committee”) in accordance with Bankruptcy Code section 1102. E. The Debtor’s Stipulations as to Existing Secured Debt. Subject only to the limitations contained in Paragraph 17(b) of this Interim Order, the Debtor, for itself, its estate and all representatives of such estate, admit, stipulate, acknowledge and agree (collectively, the “Debtor’s Stipulations”) as follows: (i) Cash Collateral. Any and all cash of the Debtor, including cash and other amounts on deposit or maintained in any bank account or accounts of the Debtor and any amounts generated by the collection of accounts receivable, the sale of inventory, or other disposition of the Collateral (as defined below) existing as of the Petition Date or arising or acquired after the Petition Date, together with all proceeds of any of the foregoing, is “cash collateral” within the meaning of section 363(a) of the Bankruptcy Code (collectively, the “Cash Collateral”) of the Prepetition Secured Parties (as defined below). For the avoidance of doubt, Cash Collateral includes any proceeds from the sale of inventory or any Collateral (as defined below), including the portion thereof attributable to the Additional Consultant Goods Fee payable to the Merchant under the Consulting Agreement. Pursuant to section 363(c)(2) of the Bankruptcy Code, the Debtor is not able to use Cash Collateral without the Prepetition Secured Parties’ consent or this Court’s authorization after notice and a hearing. The Prepetition Secured Parties are willing to consent to the Debtor’s use of the Cash Collateral, expressly limited to, and conditioned upon, the terms and conditions specified in this Final Order. (ii) Prepetition Senior Secured Credit Facility. Pursuant to the Credit Agreement, dated March 3, 2020 (as amended from time to time prior to the Petition Date, collectively, the “Prepetition Loan Agreement” and, together with the other “Loan Documents” (as defined in the Prepetition Loan Agreement), collectively, the “Prepetition Loan Documents”), by and among the Debtor, Second Avenue Capital Partners LLC, in its capacity as Administrative Agent (in such capacity, the “Prepetition Agent”), and the lenders party thereto (collectively, the “Prepetition Lenders”, and together with the Prepetition

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Agent the “Prepetition Secured Parties”), the Prepetition Agent and Prepetition Lenders provided a revolving credit facility in the maximum principal amount of $60,000,000 to the Debtor. As of the Petition Date, the Debtor, without defense, counterclaim, or offset of any kind, were jointly and severally indebted and liable to the Prepetition Secured Parties under the Prepetition Loan Documents in an aggregate principal amount not less than $29,724,104, plus all interest accrued and accruing thereon at the Default Rate (as defined in the Prepetition Loan Agreement), together with all costs, fees, expenses (including attorneys’ fees and legal expenses) and all other Obligations (as defined in the Prepetition Loan Agreement) accrued, accruing or chargeable in respect thereof or in addition thereto (collectively, the “Prepetition Obligations”). Pursuant to the Prepetition Loan Agreement and other Prepetition Loan Documents, the Debtor granted senior liens upon and security interests in substantially all of its assets (collectively, the “Prepetition Collateral”) to the Prepetition Agent for the benefit of itself and the Prepetition Lenders as security for the Obligations (as defined in the Prepetition Loan Agreement) (collectively, the “Prepetition Liens”). (iii) Prepetition Obligations. The Prepetition Obligations and the Prepetition Loan Documents constitute the legal, valid, binding and non-avoidable obligations and agreements of the Debtor, enforceable in accordance with their terms. The Prepetition Obligations constitute allowed claims under section 502 of the Bankruptcy Code. The Prepetition Obligations, the Prepetition Liens and all payments made to the Prepetition Agent or applied to the Prepetition Obligations owing under the Prepetition Loan Documents prior to the Petition Date, are not subject to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaim, defense, or “claim” (as defined in the Bankruptcy Code) of any kind, nature or description pursuant to the Bankruptcy Code or other applicable law. (iv) No Claims Against Prepetition Agent or Prepetition Lenders. The Debtor holds no valid or enforceable “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action, defenses, or setoff rights of any kind against the Prepetition Agent, the Prepetition Lenders, and/or the Prepetition Collateral. Subject to Paragraph 17 hereof, the Debtor hereby forever waives and releases any and all “claims” (as defined in the Bankruptcy Code), counterclaims, causes of action, defenses, or setoff

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rights against the Prepetition Agent and/or the Prepetition Lenders, and each of their respective officers, directors, employees, agents, sub-agents, attorneys, consultants, advisors and affiliates and the Prepetition Collateral, whether arising at law or in equity, under tort (including lender liability) or contract, including recharacterization, subordination, avoidance, or other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state or federal law. (v) Prepetition Liens. The Prepetition Liens granted to the Prepetition Agent for the benefit of itself and the Prepetition Lenders in the Prepetition Collateral pursuant to and in connection with the Prepetition Loan Documents, including, without limitation, all security agreements, pledge agreements, mortgages, deeds of trust, deposit account control agreements and other security documents executed by the Debtor in favor of the Prepetition Agent, (A) are valid, binding, perfected, enforceable and non-avoidable first-priority liens and security interests in the Debtor’s assets, (B) are not subject, pursuant to the Bankruptcy Code or other applicable law, to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaim, defense, or “claim” (as defined in the Bankruptcy Code) of any kind, (C) are subject and/or subordinate only to valid, perfected, and unavoidable senior priority liens and security interests existing as of the Petition Date securing valid, binding and unavoidable debt, and (D) constitute the legal, valid, and binding obligation of the Debtor, enforceable in accordance with the terms of the applicable Prepetition Loan Documents. F. Necessity for Relief Requested; Immediate and Irreparable Harm. The Debtor requested entry of this Final Order pursuant to Bankruptcy Rule 4001(b)(2) on the terms described herein. The Debtor has an immediate need to use the Cash Collateral to, among other things, preserve and maximize the value of the assets of the Debtor’s bankruptcy estate (as defined under section 541 of the Bankruptcy Code, the “Estate”) in order to maximize the recovery to all creditors of the Debtor’s Estate, absent which immediate and irreparable harm will result to the Debtor, its Estate, and its stakeholders. Absent the Debtor’s ability to use Cash Collateral, the Debtor would not have sufficient available sources of working capital or financing and would be unable to pay their payroll and other operating expenses, or maintain its assets to the detriment of its Estate and creditors. Accordingly, the relief requested in the Motion and the

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terms set forth herein are (i) critical to the Debtor’s ability to maximize the value of the Estate, (ii) in the best interests of the Debtor and its Estate, and (iii) necessary, essential, and appropriate to avoid immediate and irreparable harm to the Debtor and the Estate, stakeholders, assets, goodwill, reputation, and employees. G. Adequate Protection. The Prepetition Secured Parties are entitled to the adequate protection provided in this Final Order as and to the extent set forth herein pursuant to sections 361, 362 and 363 of the Bankruptcy Code. Based on the Motion, the First Day Declaration, and the record presented to the Court, the terms of the proposed adequate protection arrangements and of the use of the Collateral (as defined below), including the Cash Collateral, are fair and reasonable, reflect the Debtor’s prudent exercise of business judgment and constitute reasonably equivalent value and fair consideration for the use of the Collateral. The Prepetition Secured Parties reserve the right to seek additional adequate protection beyond the adequate protection provided in this Final Order, and nothing in this Final Order or otherwise shall be deemed or construed to limit, impair or otherwise prejudice any of the Prepetition Secured Parties’ rights to seek and/or obtain such other or additional adequate protection or any other relief. H. [Reserved]. I. Good Cause. Good cause has been shown for immediate entry of this Final Order, and the entry of this Final Order is in the best interests of the Debtor, the Estate and its stakeholders. Among other things, the relief granted herein will minimize disruption of the Debtor’s business and permit the Debtor to meet payroll and other expenses necessary to maximize the value of the Estate. The terms of the Debtor’s use of Cash Collateral and proposed adequate protection arrangements, as set forth in this Final Order, are fair and reasonable under the circumstances, and reflect the Debtor’s exercise of prudent business judgment. J. Good Faith. The Debtor’s use of Cash Collateral in accordance with the terms hereof has been negotiated in good faith and at arms’ length among the Debtor and the Prepetition Secured Parties,

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and the consent of the Prepetition Secured Parties to the Debtor’s use of Cash Collateral in accordance with the terms hereof shall be deemed to have been made in “good faith.” BASED UPON THE STIPULATED TERMS SET FORTH HEREIN, AND FINDINGS OF FACT AND CONCLUSIONS OF LAW, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED: 1. Motion Granted. The Motion is GRANTED on a final basis to the extent provided herein. Any objection to relief requested in the Motion on a final basis, to the extent not withdrawn, waived or resolved, is hereby overruled. 2. Authorization to Use Cash Collateral. The Debtor is authorized on a final basis to use Cash Collateral solely in accordance with and to the extent set forth in the Budget and this Final Order during the period commencing on the Petition Date through the Termination Date (as defined below) (the “Cash Collateral Period”) in an amount not to exceed at any time the aggregate amount of disbursements projected in the “Total Disbursements” line item of the Budget (as defined below) from the Petition Date through the date of measurement, subject to any Permitted Variance (as defined below) (the “Cash Collateral Limit”). 3. Budget. (a) The Debtor may use Cash Collateral during the Cash Collateral Period up to the Cash Collateral Limit only to pay the amount and type of expenses set forth in the cash collateral final budget attached as Exhibit 1 hereto (as the same may be updated from time to time with the prior written consent of the Prepetition Agent and subject to Paragraph 3(d) below, the “Budget”) during the periods covered by the Budget in which such expenses are projected to be paid, subject to the Permitted Variance. (b) Not later than 5:00 p.m. (Eastern time) on the Wednesday of each week commencing on January 20, 2021, the Debtor shall furnish to the Prepetition Agent, Worldwide (defined below), and counsel for the Committee a weekly report (the “Budget Compliance Report”) that sets forth as of the preceding Saturday of each such week, for the prior week and on a cumulative basis since the Petition Date (the “Measurement Period”), the actual results for the following line items set forth in the

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Budget: (i) “Cash Receipts”; (ii) “Total Cash Disbursements”; (iii) “Net Availability”; and (iv) “Professional Fees”. (c) The Debtor hereby covenants and agrees that (i) the actual amount of “Cash Receipts” for any Measurement Period shall not be less than eighty-five percent (85%) of the amount projected in the “Cash Receipts” line item of the Budget for such Measurement Period; (ii) the actual amount of “Total Cash Disbursements” for any Measurement Period shall not be more than one hundred fifteen percent (115%) of the amount projected in the “Total Cash Disbursements” line item of the Budget for such Measurement Period; and (iii) the actual amount of “Professional Fees” for any Measurement Period shall not be more than one hundred fifteen percent (115%) of the amount projected in the “Professional Fees” line item of the Budget for such Measurement Period (individually and collectively, the “Permitted Variance”). (d) The Prepetition Agent may, in its exclusive discretion, agree in writing to the use of the Cash Collateral (i) in a manner or amount that does not conform to the Budget (each such approved non-conforming use of Cash Collateral, a “Non-Conforming Use”) or (ii) for a period following the Termination Date pursuant to Paragraph 5 of this Final Order (such period, a “Subsequent Budget Period”). If such written consent is given, the Debtor shall be authorized pursuant to this Final Order to expend Cash Collateral for any such Non-Conforming Use or any such Subsequent Budget Period in accordance with a subsequent Budget (each a “Subsequent Budget”) without further Court approval, and the Prepetition Agent and other Prepetition Secured Parties shall be entitled to all of the protections specified in this Final Order for any such use of Cash Collateral; provided, that each such permitted Non-Conforming Use shall be deemed a modification to the Budget for all testing purposes. The Debtor shall provide notice of any Non-Conforming Use, Subsequent Budget Period and Subsequent Budget to the U.S. Trustee, the Committee and Worldwide; provided, further, in the event of an objection to a Non-Conforming Use, any Subsequent Budget Period, or any Subsequent Budget, such Non-Conforming Use, Subsequent Budget Period, or Subsequent Budget, as applicable, shall not be effective absent further approval of the Court.

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4. Carve-Out. (a) Subject to the terms and conditions contained in this Paragraph 4, the Prepetition Liens, the Replacement Lien, and the Adequate Protection Superpriority Claim (each as defined below), are all subordinate to the following (collectively, the “Carveout”): 1) All fees required to be paid to the Clerk of the Bankruptcy Court and any quarterly or other fees payable to the United States Trustee pursuant to, inter alia, 28 U.S.C. § 1930(a)(6), together with the statutory rate of interest, and Section 3717 of title 31 of the United States Code, incurred before the Termination Declaration Date, defined below (collectively, the “Statutory Fees”); 2) professional fees of, and costs and expenses incurred by, professionals or professional firms retained by the Debtor and a Committee (collectively, the “Case Professionals”) and allowed by the Bankruptcy Court (whether such approval occurs prior to or after the occurrence of the Termination Declaration Date (defined below); “Allowed Professional Fees”)) in an amount not to exceed the lesser of: (1) the actual Allowed Professional Fees incurred by each such Case Professional through the Termination Declaration Date, and (2) the amount reflected in the Budget for each such Case Professional, in each case, through the Termination Declaration Date (the lesser of (1) and (2) being the “Pre-Carveout Trigger Notice Cap”)3; 3) the allowed professional fees and costs and expenses incurred by Case Professionals incurred after the occurrence of the Termination Declaration Date in an aggregate amount not to exceed $250,000 (“Post-Carveout Trigger Notice Cap”); and 4) for the reasonable fees and expenses incurred by any Chapter 7 trustee appointed by the Court under section 726(b) of the Bankruptcy Code, not to exceed $25,000 in the aggregate; For purposes of the foregoing, “Carveout Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the Prepetition Agent to counsel to the Debtor, counsel to any duly appointed Committee, and the U.S. Trustee, which notice (a) may be delivered following the occurrence of a Termination Event, and (b) must be delivered following either (i) the sale of all or substantially all of 3 For the avoidance of doubt, to the extent that a particular Case Professional is over-budget during any measurement period, it shall be entitled to offset such budget overage with any amounts such Case Professional is under-budget in prior or subsequent periods prior to the delivery of a Carveout Trigger Notice; and to the extent a particular Case Professional is under-budget during any measurement period, it shall be entitled to carry-over such budget excess with any amounts such Case Professional is over-budget in any subsequent periods prior to the delivery of a Carveout Trigger Notice.

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the Debtor’s assets, or (ii) payment in full of all Prepetition Obligations, stating that the Post-Carveout Trigger Notice Cap has been invoked. (b) Carveout Reserves. (i) The Debtor shall maintain a separate account for the payment of Allowed Professional Fees (the “Carveout Reserve Account”) which account shall be funded by the Debtor, including through use of Cash Collateral, in accordance with the Budget on a weekly basis, in advance, until the delivery of a Carveout Trigger Notice. From funds in the Carveout Reserve Account, the Debtor shall pay Allowed Professional Fees to the respective Case Professionals, as applicable, in compliance with any interim compensation procedures entered in the Chapter 11 Case and in the manner set forth in this Final Order in accordance with the Budget. For the avoidance of doubt, under no circumstances shall the Debtor pay any professional fees that have not been approved by Order of this Court, unless payment without Court Order is permissible under any interim compensation procedures order entered by this Court. (ii) On the day on which a Carveout Trigger Notice is given by the Prepetition Agent (the date of such delivery being the “Termination Declaration Date”), the Debtor shall utilize all cash on hand as of such date and any available cash thereafter held by the Debtor to fund the Carveout Reserve Account in an amount equal to the then unpaid Carveout amounts up to the Pre-Carveout Trigger Notice Cap. The Debtor shall also deposit and hold cash in an amount equal to the Post-Carveout Trigger Notice Cap in the Carveout Reserve Account to pay such Allowed Professional Fees benefiting from the Post-Carveout Trigger Notice Cap prior to any and all other claims. All funds in the Carveout Reserve Account shall be used first to pay the obligations set forth in clauses (1)-(2) of the definition of Carveout set forth above (the “Pre-Carveout Amounts”), but not, for the avoidance of doubt, the Post-Carveout Trigger Notice Cap, until paid in full, and then, to the extent the Carveout Reserve Account has not been reduced to zero, to pay the Prepetition Agent for the benefit of the Prepetition Lenders, unless the Prepetition Obligations have been indefeasibly Paid in Full (as defined below), in cash, in which case any such excess shall be paid to the Debtor’s Estate, to be distributed to the Debtor’s

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creditors and interest holders, as and how provided for under the Bankruptcy Code or order of the Court. All funds in the Carveout Reserve Account attributable to Post-Carveout Trigger Notice Cap shall be used first to pay the obligations set forth in clause (3) of the definition of Carveout set forth above (the “Post-Carveout Amounts”, and together with the Pre-Carveout Amounts, the “Carveout Reserves”), and then, to the extent the Post-Carveout Trigger Notice Reserve has not been reduced to zero, to pay the Prepetition Agent for the benefit of the Prepetition Lenders, unless the Prepetition Obligations have been indefeasibly Paid in Full, in cash, in which case any such excess shall be paid to the Debtor’s Estate, to be distributed to the Debtor’s creditors and interest holders, as and how provided for under the Bankruptcy Code or order of the Court. Notwithstanding anything to the contrary in the Prepetition Loan Documents, this Final Order, if the Carveout Reserves are not funded in full in the amounts set forth in this Paragraph 4, then, any excess funds in one of the Carveout Reserves following the payment of the Pre-Carveout Amounts and Post-Carveout Amounts, respectively, shall be used to fund the other Carveout Reserve, up to the applicable amount set forth in this Paragraph 4, prior to making any payments to the Prepetition Agent, Prepetition Lenders, or any of the Debtor’s other creditors, as applicable. Notwithstanding anything to the contrary in the Prepetition Loan Documents, this Final Order, or a final order, following delivery of a Carveout Trigger Notice, the Prepetition Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any Prepetition Collateral) of the Debtor until the Carveout Reserves have been fully funded, but shall have a security interest in any residual interest in the Carveout Reserves, with any excess paid to the Prepetition Agent for application in accordance with the Prepetition Loan Documents. Further, notwithstanding anything to the contrary in this Final Order, (i) the failure of the Carveout Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carveout, and (ii) in no way shall the Budget, Carveout, Pre-Carveout Trigger Cap, Post-Carveout Trigger Notice Cap, Carveout Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees or Statutory Fees due and payable by the Debtor. For the avoidance of doubt and notwithstanding anything to the contrary herein or in a final order, the Prepetition Loan Documents, the Carveout shall be senior to all liens and claims securing

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the Prepetition Collateral, the Replacement Lien, the Adequate Protection Superpriority Claim, and any and all other forms of adequate protection, liens, or claims securing the Prepetition Obligations. (c) Except as provided herein, the Carveout shall exclude, and no Cash Collateral shall be used to pay, any fees and expenses (x) incurred in connection with the investigation, assertion or joinder in any Challenge (as defined below) or any other claim, counterclaim, action, proceeding, application, motion, objection, defenses or other contested matter, the purpose of which is to seek any order, judgment, determination or similar relief (A) invalidating, setting aside, avoiding, or subordinating, in whole or in part, (i) the Prepetition Obligations, or (ii) the Prepetition Liens, or (B) preventing, hindering, or delaying, whether directly or indirectly, the Prepetition Agent’s assertion or enforcement of the Prepetition Liens and security interests, or its efforts to realize upon any Prepetition Collateral and/or adequate protection granted hereunder; provided, however, that such exclusion does not encompass any investigative work conducted by the Case Professionals retained by the Committee, but only up to $60,000.00 of the Carveout may be used for such investigative work. (d) Nothing herein, including the inclusion of line items in the Budget for Case Professionals, shall be construed as consent to the allowance of any particular professional fees or expenses of the Debtor, of the Committee, or of any other person or shall affect the right of the Prepetition Agent, the U.S. Trustee, or any other party in interest, to object to the allowance and payment of such fees and expenses. Furthermore, nothing in this Final Order or otherwise shall be construed: (i) to obligate the Prepetition Agent in any way to pay compensation to or to reimburse expenses of any Case Professional, or to guarantee that the Debtor has sufficient funds to pay such compensation or reimbursement; or (ii) to increase the Carveout if allowed fees and/or disbursements are higher in fact than the amounts subject to the Carveout as set forth in this Final Order. 5. Termination Date. Immediately upon written notice to be sent by email by the Prepetition Agent to the Debtor, the U.S. Trustee and the Committee, the Debtor’s authorization, and the Prepetition Agent’s consent for the Debtor to use Cash Collateral pursuant to this Final Order shall

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terminate on the earliest to occur of the following (the earliest such date, herein defined as the “Termination Date”): (i) the failure of the Court to enter an order granting the relief requested in the Motion on a final basis, in form satisfactory to the Prepetition Agent, on or before 5:00 p.m. (prevailing Central time) on February 11, 2021; (ii) the entry of an order of this Court terminating the right of the Debtor to use Cash Collateral; (iii) the dismissal of the Chapter 11 Case, or the conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code; (iv) the appointment in the Chapter 11 Case of a trustee or an examiner with expanded powers; (v) the entry of any order of the Court that avoids or disallows in any way the security interests, liens, priority claims or rights granted to the Prepetition Secured Parties under the terms of this Final Order; (vi) this Final Order shall cease, for any reason, to be in full force and effect, or the Debtor shall so assert in any motion filed with the Bankruptcy Court, or any liens or claims created in favor of the Prepetition Secured Parties under this Final Order shall cease to be enforceable and of the same effect and priority purported to be created hereby, or the Debtor shall so assert in any motion filed with the Bankruptcy Court; (vii) the filing by any interested party of any Challenge (as defined below) with respect to the extent, validity, enforceability, priority, perfection and/or non-avoidability of the Prepetition Obligations or the Prepetition Liens upon the Prepetition Collateral; provided, however, a Challenge (including in the form of a counterclaim or crossclaim) by Worldwide to establish the extent, validity, enforceability, priority, perfection and/or non-avoidability of Worldwide’s claim and liens, including, but not limited to, seeking relief solely to establish the priority of Worldwide’s liens over the liens of the Prepetition Agent and Prepetition Lenders shall not constitute a “Termination Date” nor permit the Prepetition Agent to deliver the notice referenced in the introductory paragraph to this Section 5; (viii) an order of this Court shall be entered reversing, staying, vacating or otherwise modifying this Final Order or any provision contained herein without the prior written consent of the Prepetition Agent; (ix) the actual amount of (a) “Cash Receipts”; (b) “Total Cash Disbursements”; and (c) “Professional Fees” in any Measurement Period deviates beyond the Permitted Variance as set forth in Paragraph 3(c) from the amounts set forth in the Budget for such Measurement Period, without, in each instance, the prior written consent of the Prepetition Agent; (x) without the prior written consent of the Prepetition Agent, the Debtor fails to pay in full the Prepetition Obligations in accordance with the terms set forth in this Final Order;

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(xi) any material misrepresentation by the Debtor in the financial reporting or certifications to be provided by the Debtor to the Prepetition Agent under the Prepetition Loan Documents and/or this Final Order; (xii) without the prior written consent of the Prepetition Agent, the Debtor proposes or supports any plan of reorganization or sale of all or substantially all the Debtor’s assets or entry of any order confirming any such plan or sale that is not conditioned on the payment in full in cash, on the effective date of such plan or sale, of all Prepetition Obligations; (xiii) the Debtor fails to provide any additional adequate protection ordered by the Court and such failure shall continue unremedied for more than three (3) business days after written notice thereof; (xiv) without the prior written consent of the Prepetition Agent, the Debtor fails to satisfy any Milestone (defined below) set forth in Paragraph 26 hereof; (xv) without the prior written consent of the Prepetition Agent, the obtaining after the Petition Date of credit or the incurring of indebtedness that is (A) secured by a security interest, mortgage or other lien on all or any portion of the Prepetition Collateral that is equal or senior to any security interest, mortgage or other lien of the Prepetition Agent, other than a Replacement Lien granted hereunder, or (B) entitled to priority administrative status which is equal or senior to that granted to the Prepetition Agent herein, including, without limitation, the Adequate Protection Superpriority Claim; (xvi) without the prior written consent of the Prepetition Agent, the entry of an order by the Court granting relief from or modifying the automatic stay of section 362 of the Bankruptcy Code (A) to allow any creditor to execute upon or enforce a lien on or security interest in (1) any inventory or (2) in any other Prepetition Collateral that is senior to any liens or security interests of the Prepetition Agent having a value greater than $100,000, or (B) the granting (whether voluntary or involuntary) of any lien on any Prepetition Collateral to any state or local environmental or regulatory agency or authority that is senior to any liens or security interests of the Prepetition Agent; (xvii) without the prior written consent of the Prepetition Agent, the return by the Debtor of more than $50,000 of the Debtor’s inventory pursuant to section 546(h) of the Bankruptcy Code; (xviii) the Debtor’s failure to perform, in any respect, any of its material obligations under this Final Order; (xix) without the prior written consent of the Prepetition Agent, the termination or resignation of Tiger Capital Group, LLC; and/or (xx) without the prior written consent of the Prepetition Agent, the termination, rescission and/or invalidation of the Consulting Agreement for Store Liquidation Program, dated as of December 18, 2020, by and among the Debtor and Tiger Capital Group, LLC (“Consulting Agreement”); (xxi) without the prior written consent of the Prepetition Agent, the Debtor, or any party claiming by, through or under the Debtor, files a motion or other action seeking to

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surcharge the Prepetition Collateral or Postpetition Collateral (defined below) under section 506(c) of the Bankruptcy Code; (each of the forgoing, a “Termination Event”). 6. Adequate Protection. (a) Prepetition Agent Replacement Liens. As adequate protection for the amount of diminution in value of its interests in the Collateral, which is as a result of, or arises from, or is attributable to, the use, sale or lease of such pre-petition collateral, including, without limitation, the aggregate amount of Cash Collateral used by the Debtor on a dollar for dollar basis, or arises from the imposition of the automatic stay (collectively, the “Diminution in Value”), and solely to the extent of any Diminution in Value, the Prepetition Agent, for the benefit of itself and the Prepetition Lenders is hereby granted, pursuant to sections 361 and 363 of the Bankruptcy Code, valid, binding, enforceable and perfected replacement liens upon and security interests in the Debtor’s presently owned or hereafter acquired property and assets, whether such property and assets were acquired by the Debtor before or after the Petition Date, of any kind or nature, whether real or personal, tangible or intangible, wherever located, and the proceeds and products thereof, including, without limitation, the proceeds from any sale, termination, or other disposition of any leasehold interests of the Debtor (collectively, to the extent acquired after the Petition Date, the “Postpetition Collateral”, and together with the Prepetition Collateral and the Cash Collateral, collectively, the “Collateral”) (the “Replacement Lien”); provided, that, subject to and effective upon the entry of a Final Order granting such relief, the Replacement Lien shall attach to property recovered as a result of transfers or obligations avoided or actions maintained or taken pursuant to Sections 542, 544, 545, 547, 548, 549, 550, 551, 552 and 553 of the Bankruptcy Code, provided, further, that the Replacement Lien shall attach to the proceeds of Debtor’s leasehold interests and not to the leasehold interests themselves. The Replacement Lien shall be junior and subordinate only to (A) the Prepetition Liens on the Prepetition Collateral, (B) the Carveout, and (C) any valid, perfected, unavoidable liens or security interests in existence as of the Petition Date, or that are perfected subsequent to the Petition Date as permitted by Bankruptcy Code section 546(b)(“Prior Perfected Liens”), provided,

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however, that the Replacement Lien shall otherwise be senior to all other security interests in, liens on, or claims against any asset of the Debtor and all rights of payment of all other parties. Other than as set forth herein, the Replacement Lien shall not be made subject to or pari passu with any lien or with any lien or security interest previously or hereinafter granted in any of the Chapter 11 Case or any Successor Case. The Replacement Lien shall be valid, binding and enforceable against any trustee or other estate representative appointed in the Chapter 11 Case, upon the conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code (“Successor Case”) and/or upon the dismissal of the Chapter 11 Case or Successor Case. (b) Monthly Interest. At all times during the Chapter 11 Case, interest on all outstanding Prepetition Obligations shall bear interest at the applicable Default Rate (as defined in the Prepetition Loan Agreement), which amount shall be payable at such times as set forth in the Prepetition Loan Agreement. (c) Adequate Protection Superpriority Claims. As adequate protection for any Diminution in Value of its interest in the Collateral, the Prepetition Agent, for the benefit of itself and the Prepetition Lenders, is hereby granted as and to the extent provided by section 507(b) of the Bankruptcy Code, an allowed superpriority administrative expense claim in the Chapter 11 Case and any successor bankruptcy case (the “Adequate Protection Superpriority Claim”). The Adequate Protection Superpriority Claim shall be subordinate to the Carveout solely to the extent set forth in this Final Order, but otherwise shall have priority over all administrative expense claims of the kinds specified in section 507(b) of the Bankruptcy Code, and all pre-petition unsecured claims against the Debtor and the Estate of any kind or nature; provided, that anything herein to the contrary notwithstanding, the Prepetition Secured Parties shall not seek disgorgement from any party on account of any administrative claim to whom payment was made by the Debtor in accordance with the Budget (or any Subsequent Budget, where applicable)(the foregoing being without prejudice to the Prepetition Secured Parties’ reservation rights found in Paragraph 28(d) hereof).

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(d) Mandatory Paydowns of Prepetition Obligations. For so long as any Prepetition Obligations remain outstanding and are not fully satisfied and Paid in Full as provided herein, commencing on Friday, January 22, 2021 and on each subsequent Friday thereafter the Debtor shall make weekly principal reduction payments to the Prepetition Agent, for the benefit of itself and the other Prepetition Secured Parties, an amount equal to 100% of any existing cash on such date in excess of the dollar amount reflected in the Budget lines styled “Cash Balance” (such amounts, the “Cash Reserve”) and “Adequate Protection/Worldwide” (defined below and as limited by Paragraph 30 hereof), in each case with such payment to be applied as a permanent application and reduction against the Prepetition Obligations (in each case subject to the provisions of Paragraph 17(b) hereof). The Prepetition Agent is hereby authorized to apply such Cash Collateral, in such amount for permanent application against the Prepetition Obligations in such order and manner as shall be provided in the Prepetition Loan Documents; provided, that for the avoidance of doubt any such application against the Prepetition Obligations will be without prejudice to the Challenge rights of any party (other than the Debtor) in accordance with and solely to the extent set forth in Paragraph 17(b) hereof; and provided, further, that if the claims of the Prepetition Secured Parties are determined by this Court to have been undersecured as of the Petition Date, then the ability of the Court to reallocate and re-apply any payments (including fees) authorized pursuant to the Final Order to reduce the outstanding principal balance owed under the Prepetition Loan Agreement, or as otherwise determined by the Court, shall be and the same hereby are reserved. The Prepetition Agent shall maintain the Cash Reserve and shall not apply said funds to payment of the Prepetition Obligations, and such funds shall be available to pay budgeted expenses as provided herein; provided, that in the event of the occurrence of the Termination Date, amounts being held in the Cash Reserve shall be available to pay budgeted expenses accrued through the Termination Date; provided, further, the Prepetition Agent shall have a security interest in any residual interest in the Cash Reserve, with any excess to be paid to the Prepetition Agent for application to the Prepetition Obligations in accordance with the Prepetition Loan Documents. For so long as any Prepetition Obligations remain outstanding and are not fully satisfied and Paid in Full, not later than 5:00 p.m. (prevailing Eastern time)

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on each Wednesday the Debtor shall deliver a report to the Prepetition Agent, with a copy to counsel to the Committee, setting forth, as of the close of business on the immediately preceding Sunday: (x) the aggregate amount of cash on hand, (y) issued but not yet presented checks, and (z) a borrowing base report, prepared as of the close of business for the immediately preceding week and otherwise in accordance with the Prepetition Credit Agreement. (e) Additional Payments from Sale of Collateral. Notwithstanding anything to the contrary set forth herein, except for the provision of the Carveout, in the Budget, or in any other order entered in these Chapter 11 Case, if the Prepetition Agent and other Prepetition Lenders have not received the indefeasible payment in full of all Prepetition Obligations on or before May 31, 2021, then the Debtor shall pay to the Prepetition Agent, for itself and the benefit of the other Prepetition Secured Parties, all net sale proceeds generated from any sales, dispositions, or proceeds of casualty insurance of all Collateral until all Prepetition Obligations are Paid in Full in accordance with the Prepetition Loan Documents. All of the Prepetition Secured Parties’ rights under the Prepetition Loan Documents with regard to the Prepetition Obligations and otherwise are expressly reserved and, by the Final Order, preserved. (f) Cash Management. Until Prepetition Agent receives Payment in Full of the Prepetition Obligations, (i) with the exception of the Carveout Reserve Account and the Worldwide Account, the Prepetition Agent shall have, and continue to have, exclusive dominion and control on all deposit accounts and other accounts of the Debtor, and all banks, depository entities, securities intermediaries and commodities intermediaries that are parties to any Control Agreements (as defined in the Prepetition Loan Agreement) shall be authorized and directed to continue affording Prepetition Agent with exclusive dominion and control over such accounts in accordance with the terms and conditions of the applicable Control Agreements (as defined in the Prepetition Loan Documents), all of which agreements are hereby ratified and authorized in accordance with their respective terms; and (ii) prior to the Termination Date, the Prepetition Agent shall hold, and not apply to repay the Obligations except as otherwise set forth in the Interim Order and/or this Final Order, all Cash Collateral actually received by Prepetition Agent, and shall remit such Cash Collateral so received to the Debtor on a weekly basis in

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accordance with the Budget and this Final Order; provided, that on and after the Termination Date, and subject to (x) Paragraph 28 hereof with respect to funds on deposit in the Worldwide Account, and (y) Paragraph 17 hereof, the Prepetition Agent shall be authorized to apply any and all Cash Collateral on hand or thereafter received by Prepetition Agent against the Prepetition Obligations for permanent application against such debt without further notice to the Debtor or any other party. The term “Payment in Full” or “Paid in Full” means (I) all of the Prepetition Obligations have been paid in full in cash; and (II) in the case of any contingent or unliquidated Prepetition Obligations, including, without limitation, any obligations that the Debtor is required to furnish cash collateral to Prepetition Agent in accordance with the Prepetition Loan Documents, and any other liabilities arising from matters or circumstances known to Prepetition Agent and Prepetition Lenders at the time which are reasonably expected to result in any actual loss, cost, damage or expense (including attorneys’ fees and legal expenses) to Prepetition Agent, the provision to Prepetition Agent of cash collateral in an amount determined by Prepetition Agent to fully secure and collateralize such contingent or unliquidated obligations and liabilities. (g) Consent/Administration Fee. During the final period, in consideration for the Prepetition Agent’s consent to the use of its Cash Collateral in accordance with the terms of this Final Order and continued maintenance of the Debtor’s cash management system, Prepetition Agent shall be paid, in addition to all Prepetition Obligations owing by the Debtor to Prepetition Agent and Prepetition Lenders, a weekly fee in the amount of $13,750 until all Prepetition Obligations have been Paid in Full (the “Administration Fee”). The Administration Fee shall be fully earned and payable on Friday of each week during the Cash Collateral Period. The Administration Fee shall be part of the Prepetition Obligations owing to Prepetition Agent. Notwithstanding Paragraph 6(d) of this Final Order, Prepetition Agent is hereby authorized to apply any Cash Collateral that Prepetition Agent has on hand at any time to the permanent payment of the Administration Fee without further notice to the Debtor or any other party. (h) Subsequent Actions. Notwithstanding anything to the contrary set forth herein, the adequate protection granted by this Final Order is without prejudice to the Prepetition Agent’s rights to seek additional adequate protection from this Court. The use of Cash Collateral pursuant to the terms

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and conditions of this Final Order and in accordance with the Budget shall not be deemed to be a consent by the Prepetition Agent to any other or further use of Cash Collateral or to the use of any Cash Collateral in any amount or for any purpose in excess of the amount set forth in the Budget for each such type of disbursement. 7. Insurance. At all times the Debtor shall maintain casualty and loss insurance coverage for the Collateral on substantially the same basis as maintained prior to the Petition Date. The Debtor shall provide the Prepetition Agent with proof of the foregoing within five (5) days of written demand and give the Prepetition Agent reasonable access to Debtor’s records in this regard. 8. Proof of Claim. The Prepetition Agent will not be required to file proofs of claim or requests for approval of administrative expenses in any Case or Successor Case. The acknowledgment by Debtor of the Prepetition Obligations owed by the Debtor and the liens, rights, priorities and protections granted to or in favor of the Prepetition Agent in respect of the Prepetition Collateral as set forth herein and in the Prepetition Loan Documents, shall be deemed a timely filed proof of claim on behalf of the Prepetition Agent in each of the Chapter 11 Case. The Prepetition Agent shall provide the Debtor, with a copy to counsel to the Committee, a detailed statement of account with respect to the Prepetition Obligations as of the Petition Date on or before the date that is fifteen (15) days after the entry of this Final Order. 9. Relief from the Automatic Stay. (a) The automatic stay provisions of section 362 of the Bankruptcy Code are hereby modified to permit (i) the Debtor to implement and perform the terms of this Final Order, and (ii) the Debtor to create, and the Prepetition Agent to perfect, the Replacement Lien and other Liens granted hereunder. The Prepetition Agent shall not be required to file UCC financing statements or other instruments with any other filing authority to perfect the Liens, including the Replacement Lien granted by this Final Order or to take any other actions to perfect such Lien, which shall be deemed automatically perfected by the docketing of this Final Order by the Clerk of the Court, and deemed to be effective as of the Petition Date. If, however, the Prepetition Agent shall elect for any reason to file, record or serve any

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such financing statements or other documents with respect to such Lien, then the Debtor shall execute same upon request and the filing, recording or service thereof (as the case may be) shall be deemed to have been made at the time of the commencement of this Chapter 11 Case on the Petition Date. (b) In addition, and without limiting the foregoing, upon the occurrence of the Termination Date, and after providing seven (7) business days’ (the “Stay Relief Notice Period”) prior written notice (the “Enforcement Notice”) to the Court, and, by email to the following parties: (i) counsel for the Debtor, (ii) counsel for the Committee, and (iii) the U.S. Trustee, the Prepetition Agent shall be entitled to an expedited hearing before this Court, subject to the Court’s availability, to occur immediately following the expiration of the Stay Relief Notice Period in order to obtain relief from the automatic stay provisions of section 362 of the Bankruptcy Code to take any action and exercise all rights and remedies against the Collateral provided under this Final Order, the Prepetition Loan Documents or applicable law that the Prepetition Agent may deem appropriate in its sole discretion to proceed against and realize upon the Collateral or any other assets or properties of the Debtor’s Estate upon which the Prepetition Agent has been or may hereafter be granted Liens or security interests to obtain the full and indefeasible repayment of all Prepetition Obligations. For the avoidance of doubt, the Stay Relief Notice Period shall run simultaneously from the date that Prepetition Agent provides any notice to the Debtor, the U.S. Trustee, and the Committee that is required pursuant to Paragraph 4 of this Final Order. (c) During any Stay Relief Notice Period, the Debtor may only use Cash Collateral to pay the following amounts and expenses solely in accordance with the respective Budget line items up to, but not exceeding, the amounts set forth in the Budget for the week in which such Stay Relief Notice Period occurs: (i) funding the Carve-Out Reserve (limited to the amounts set forth in Paragraph 4(b)(ii)); (ii) obligations for unpaid and accrued payroll and payroll taxes; (iii) sales taxes; and (iv) any such other obligations subject to the prior written consent of the Prepetition Agent (such consent to be granted or denied in the Prepetition Agent’s exclusive discretion). 10. Reversal, Modification, Vacatur, or Stay. Any reversal or modification of any or all of the provisions of this Final Order (other than in accordance with this Final Order) shall not affect the

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validity or enforceability of any Replacement Lien, the Adequate Protection Superpriority Claim, or any claim, lien, security interest, or priority authorized or created hereby with respect to any Replacement Lien or the Adequate Protection Superpriority Claim incurred prior to the effective date of such reversal or modification, except to the extent that such validity or enforceability is the subject of the reversal or modification (unless otherwise provided by section 363(m) of the Bankruptcy Code). Notwithstanding any reversal or modification (other than in accordance with this Final Order), (a) this Final Order shall govern, in all respects, any use of Cash Collateral, Replacement Lien, or Adequate Protection Superpriority Claim incurred by the Debtor prior to the effective date of such reversal or modification and (b) the Prepetition Secured Parties shall be entitled to all the benefits and protections granted by this Final Order with respect to any such use of Cash Collateral or such Replacement Lien and/or Adequate Protection Superpriority Claim incurred by the Debtor. 11. No Waiver for Failure to Seek Relief. The failure or delay of the Prepetition Secured Parties to seek relief or otherwise exercise any of their rights and remedies under this Final Order, the Prepetition Loan Agreement, the other Prepetition Loan Documents, or applicable law, as the case may be, shall not constitute a waiver of any rights hereunder, thereunder, or otherwise, by the Prepetition Secured Parties. 12. Section 507(b) Reservation. Nothing herein shall impair or modify the application of section 507(b) of the Bankruptcy Code in the event that the adequate protection provided to the Prepetition Secured Parties hereunder is insufficient to compensate for any Diminution in Value during the Chapter 11 Case. Nothing contained herein shall be deemed a finding by the Court, or an acknowledgment by the Prepetition Secured Parties, that the adequate protection granted herein does in fact adequately protect the Prepetition Secured Parties against any Diminution in Value of its respective interests in the Collateral. 13. Marshalling. Upon entry of this Final Order, the Debtor shall be deemed to have waived any right to seek to have the Prepetition Secured Parties, or any Collateral (as defined in the Prepetition Loan Documents) be subject to the equitable doctrine of “marshalling” or any similar doctrine; provided,

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that (x) the Debtor’s waiver shall not prejudice the rights of the Committee, if any, to seek on or prior to the Challenge Deadline (defined below) to have the Prepetition Secured Parties, or any Collateral (as defined in the Prepetition Loan Documents) be subject to the equitable doctrine of “marshalling” or any similar such doctrine, and (y) nothing in this Final Order vests or confers on any person, including the Committee, standing or authority to pursue any such relief. The rights of the Prepetition Secured Parties to oppose any such request for relief are fully preserved and reserved hereby, and nothing contained herein shall be construed as consent by the Prepetition Secured Parties to any such request for relief. 14. Inspection Rights. Without limiting the rights of the Prepetition Agent contained in this Final Order, the Prepetition Agent shall have the right at any time during the Debtor’s normal business hours, to inspect, audit, examine, check, make copies of or extract from the non-privileged books, accounts, checks, orders, correspondence and other records of the Debtor, and to inspect, audit and monitor all or any part of the Collateral, and the Debtor shall make all of same reasonably available to the Prepetition Agent, and each of its representatives, for such purposes. 15. Limitation on Use of Cash Collateral. Cash Collateral shall not, directly or indirectly, be used to pay administrative expenses of the Debtor and or the Estate except for (a) the Carveout (including the Statutory Fees); and (b) those operating expenses that are set forth in the Budget or with the prior written consent of the Prepetition Agent. The Cash Collateral and the Carveout may not be used in connection with or to finance in any way: (a) any action, suit, arbitration, proceeding, application, motion or other litigation of any type (i) for the payment of any services rendered by the professionals retained by the Debtor or Committee, or other representative of the Estate, in connection with the assertion of or joinder in any claim, counterclaim, action, proceeding, application, motion, objection, defense or other contested matter, the purpose of which is to seek, or the result of which would be to obtain, any order, judgment, determination, declaration or similar relief invalidating, setting aside, avoiding or subordinating, in whole or in part, any Prepetition Liens or the Prepetition Obligations, (ii) for monetary, injunctive or other affirmative relief against the Prepetition Agent, the Prepetition Lenders, or any Prepetition Collateral or Postpetition Collateral, or (iii) preventing, hindering or otherwise delaying the exercise by the Prepetition Agent or Prepetition Lenders of any rights under this Final Order; (b) objecting to or challenging in any way the claims, liens, or interests held by or on behalf of the Prepetition Secured Parties;

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(c) asserting, commencing or prosecuting any claims or causes of action whatsoever, including, without limitation, any actions under chapter 5 of the Bankruptcy Code, against the Prepetition Secured Parties, the Prepetition Lenders, or the Prepetition Liens; or (d) prosecuting an objection to, contesting in any manner, or raising any defenses to, the validity, extent, amount, perfection, priority, or enforceability of any of the Prepetition Liens, the Prepetition Obligations or any other rights or interest of the Prepetition Secured Parties; provided, that up to an aggregate amount of $60,000.00 of (x) the proceeds of the Collateral and (y) the Carveout may be used by a Committee prior to the expiration of the Challenge Deadline (defined below) to investigate the claims and liens of the Prepetition Secured Parties (and other potential claims, counterclaims, causes of action or defenses against the Prepetition Secured Parties). 16. Binding Effect. This Final Order shall be binding upon and inure to the benefit of the Prepetition Secured Parties and the Debtor and their respective successors and assigns, including, without any limitation, any trustee, responsible officer, examiner, estate administrator or representative, or similar person appointed in a case for the Debtor under any chapter of the Bankruptcy Code. No rights are entered under this Final Order for the benefit of any other creditor of the Debtor, any other party in interest in the Chapter 11 Case, or any other person or entities, or any direct, indirect or incidental beneficiaries thereof. 17. Effect of Debtor’s Stipulations on Third Parties. (a) Subject to Paragraph 17(b) hereof, each stipulation, admission, and agreement contained in this Final Order, including, without limitation, the Debtor’s Stipulations, shall be binding upon the Debtor, the Estate and any successor thereto (including, without limitation, any chapter 7 or chapter 11 trustee appointed or elected for the Debtor) under all circumstances and for all purposes, and the Debtor is deemed to have irrevocably waived and relinquished all Challenges (as defined herein) as of the date of the Petition Date. (b) Nothing in this Final Order shall prejudice the rights of the Committee or any other party in interest, if granted standing by the Court, to seek, solely in accordance with the provisions of this Paragraph 17, to assert claims against any Prepetition Secured Party, on behalf of the Debtor or the Debtor’s creditors or to otherwise challenge the Debtor’s Stipulations, including, but not limited to those in relation to (i) the validity, extent, priority, or perfection of the security interests, and liens of the

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Prepetition Secured Parties, (ii) the validity, allowance, priority, or amount of the Prepetition Obligations, or (iii) any liability of the any Prepetition Secured Party with respect to anything arising from the Prepetition Loan Documents. Notwithstanding the immediately preceding sentence, the Committee or any other party in interest must, after obtaining standing approved by the Court, commence a contested matter or adversary proceeding raising such claim, objection, or challenge, including, without limitation, any claim or cause of action against any Prepetition Secured Party (each, a “Challenge”) no later than (i) with respect to the Committee, 5:00 p.m. (prevailing Central time) on March 14, 2021, (ii) with respect to other parties in interest, no later than 5:00 p.m. (prevailing Central time) on March 26, 2021, or (iii) with respect to a chapter 11 trustee appointed in the Chapter 11 Case, or any chapter 7 trustee appointed in a Successor Case, prior to the expiration of the periods set forth in subsections (i) and (ii) above, no later than the date that is the later of (A) fourteen (14) days after the appointment of such trustee, or such other time as determined by the Court after motion and hearing, or (B) the expiration of the time periods set forth in the foregoing subsections (i) and (ii) above (the later of (i), (ii) or (iii) the “Challenge Deadline”). (c) The Challenge Deadline may only be extended (i) with the written consent of the Prepetition Agent, with respect to the Prepetition Obligations prior to the expiration of the Challenge Deadline, and for the avoidance of doubt, any such extension shall only apply to the specific party as to whom such extension may be granted or (ii) by further order of the Court after motion and hearing; provided, that the filing of a motion seeking standing to file a Challenge before the expiration of the Challenge Deadline (a “Standing Motion”), which attaches a proposed Challenge action, shall extend the Challenge Deadline with respect to that party only until two (2) business days after the Court approves the Standing Motion, or such other time period ordered by the Court in approving the Standing Motion. The rights of the Prepetition Agent to oppose any such timely filed Standing Motion are fully preserved and reserved hereby, and nothing contained herein shall be construed as consent by the Prepetition Agent to any such extension or standing request. If upon consideration of the applicable Standing Motion the Court denies a grant of standing, the Challenge Deadline shall be deemed to have

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automatically and irrevocably expired effective as of such date. If upon consideration of the applicable Standing Motion the Court grants the moving party standing to commence and prosecute a Challenge, the Challenge Deadline shall be deemed to have been automatically extended until the date that is the later of (x) two (2) business days after the grant of such standing, or (y) such other date as may be fixed by the Court in any order granting such standing. Except as otherwise provided herein, the Challenge Deadline may only be extended with the prior written consent of the Prepetition Agent prior to the expiration of the Challenge Deadline, and for the avoidance of doubt, any such extension shall only apply to the specific party as to whom such extension may be granted. (d) Only those parties in interest who commence a Challenge on or prior to the expiration of the Challenge Deadline may prosecute such Challenge. As to (x) any parties in interest, including the Committee, who fail to file a Challenge on or prior to the expiration of the Challenge Deadline, or if any such Challenge is filed and overruled or otherwise finally resolved or adjudicated in favor of the Prepetition Agent and/or Prepetition Lenders, or (y) any and all matters that are not expressly the subject of a timely Challenge: (1) any and all such Challenges by any party (including, without limitation, the Committee, any chapter 11 trustee, any examiner or any other estate representative appointed in the Debtor’s Chapter 11 Case, or a chapter 7 trustee, any examiner or any other estate representative appointed in a Successor Case), shall be deemed to be forever waived and barred, (2) all of the findings, Debtor’s Stipulations, waivers, releases, affirmations, and other stipulations as to the priority, extent, and validity as to the claims, liens, and interests of the Prepetition Agent and Prepetition Lenders shall be of full force and effect and forever binding upon the Debtor’s Estate and all creditors, interest holders, and other parties in interest in the Chapter Case and any Successor Case, and (3) any and all claims or causes of action against the Prepetition Agent and Prepetition Lenders relating in any way to the Prepetition Loan Documents, Prepetition Obligations, and Prepetition Liens, shall be released by the Debtor’s Estate, all creditors, interest holders, and other parties in interest in the Chapter 11 Case and any Successor Case.

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(e) Nothing in this Final Order vests or confers on any person (as defined in the Bankruptcy Code), including the Committee, standing or authority to pursue any cause of action belonging to the Debtor or its Estate, including, without limitation, any Challenge with respect to the Prepetition Loan Documents, the Prepetition Obligations, and/or the Prepetition Liens. 18. Reporting. During the Cash Collateral Period, the Debtor shall provide the Prepetition Agent, with a copy to counsel to the Committee, with all financial and other information required under the Prepetition Loan Documents, and this Final Order, and such other information as the Prepetition Agent and/or the Committee may from time to time reasonably request. 19. Effectiveness. The terms and conditions of this Final Order shall be (i) effective and immediately enforceable upon its entry by the Clerk of the Court notwithstanding any potential application of Fed. R. Bankr. P. 6004(g), 7062, 9014 or otherwise; and (ii) not be stayed absent (a) an application by a party in interest for such stay in conformance with such Fed. R. Bankr. P. 8005, and (b) a hearing upon notice to the Notice Parties. 20. [Reserved]. 21. Survival. The provisions of this Final Order and any actions taken pursuant hereto shall survive entry of any order which may be entered (a) confirming any plan of reorganization in the Chapter 11 Case, (b) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, (c) dismissing the Chapter 11 Case or Successor Case, or (d) pursuant to which this Court abstains from hearing the Chapter 11 Case or Successor Case; provided, that in the event there is later entered any order providing for either the conversion or dismissal of the Chapter 11 Case, such order(s) shall make express provision, among other things, for the survival and continuing force and effect of the terms and provisions of this Final Order notwithstanding such conversion or dismissal. The terms and provisions of this Final Order, as well as the Adequate Protection Superpriority Claim, the Replacement Lien, and all other claims and Liens granted by this Final Order, shall (a) continue in this or any other superseding case under the Bankruptcy Code, (b) be valid and binding on all parties in interest, including, without limitation, the Committee, chapter 11 trustee, examiner or chapter 7 trustee, and (c) continue, notwithstanding any

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dismissal of any Case or Successor Case (and any such order of dismissal shall so provide), and such claims and Liens shall maintain their priority as provided by this Final Order until the Prepetition Obligations have been indefeasibly Paid in Full. 22. Discharge Waiver. Subject to and effective upon the entry of a Final Order, the Debtor expressly stipulates that neither the Adequate Protection Superpriority Claim nor the Replacement Lien shall be discharged by the entry of an order confirming any plan of reorganization, notwithstanding section 1142(d) of the Bankruptcy Code, unless (i) the order is entered with the prior written consent of the Prepetition Agent or (ii) the Adequate Protection Superpriority Claim has been Paid in Full in cash on or before the effective date of such plan. 23. Rights Preserved. Notwithstanding anything herein to the contrary, the entry of this Final Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly: (a) the Prepetition Secured Parties’ rights to seek any other relief in respect of the Debtor (including the right to seek additional adequate protection); (b) the Prepetition Secured Parties’ rights to seek the payment by the Debtor of post-petition interest, fees or other charges pursuant to section 506(b) of the Bankruptcy Code; or (c) any rights of the Prepetition Secured Parties under the Bankruptcy Code or under non-bankruptcy law, including the right to (i) request modification of the automatic stay pursuant to section 362 of the Bankruptcy Code, (ii) request dismissal of the Chapter 11 Case or Successor Case, conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or appointment of a chapter 11 trustee or an examiner (with or without expanded powers), (iii) propose a chapter 11 plan or plans of reorganization, subject to section 1121 of the Bankruptcy Code, or (iv) consent in writing prior to the sale of all or any portion of the Collateral outside the ordinary course of the Debtor’s business (and no such consent shall be implied or construed by any action or inaction by the Prepetition Secured Parties). Other than as expressly set forth in this Final Order, any other rights claims or privileges (whether legal, equitable or otherwise) of the Prepetition Secured Parties are preserved. 24. Milestones. The Debtor shall satisfy or cause to be satisfied, as applicable, each of the following conditions:

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(a) On or prior to February 11, 2021, the Court shall have entered a Final Order, in form and substance acceptable to Prepetition Agent, approving the Debtor’s use of Cash Collateral; and (b) On or prior to May 31, 2021, Debtor shall have made Payment in Full of all Prepetition Obligations pursuant to the Prepetition Loan Documents and this Final Order. 25. Application of Proceeds. All proceeds of the Collateral received by the Prepetition Agent, and any other amounts or payments received by the Prepetition Agent in respect of the Prepetition Obligations, may be applied or deemed to be applied by the Prepetition Agent in such manner and priority as provided in the Prepetition Loan Agreement. 26. Payment and Review of Prepetition Lender Fees and Expenses. The Debtor shall pay all fees and expenses under the Prepetition Loan Documents, including, without limitation, the non-refundable payment to the Prepetition Secured Parties of the reasonable attorney fees and expenses and any other professional fees and expenses whether incurred before or after the Petition Date and whether incurred in connection with the Prepetition Loan Documents, the Collateral, or the Chapter 11 Case (the “Lenders’ Expenses”); provided, that copies of all invoices reflecting the Lenders’ Expenses shall be served by email on the Debtor, the U.S. Trustee, and counsel to the Committee (collectively the “Fee Notice Parties”), who shall have seven (7) business days to review and to assert any objections thereto. Such invoices shall include a general description of the nature of the matters worked on, a list of professionals who worked on the matter, their hourly rate (if such professionals bill at an hourly rate), and the number of hours each professional billed. Neither counsel nor any other professional of the Prepetition Secured Parties shall be required to file any interim or final fee applications with the Court or otherwise seek Court’s approval of any such payments, except in the event an objection is filed under the procedures set forth in this paragraph. If no objection to the payment of the Lenders’ Expenses is made in writing by a Fee Notice Party within seven (7) business days after delivery of such invoices, then, without further order of, or application to, the Court or notice to any other party, such Lenders’ Expenses shall be promptly paid by the Debtor. If an objection is made by any of the Fee Notice Parties within the 7- business day objection period to the payment of the Lenders’ Expenses, then the Debtor shall pay only

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such amounts that are not the subject of any objection and the withheld amount subsequently agreed by the objecting parties or ordered by the Court to be paid. 27. Payments Under Additional Orders. Any order authorizing the Debtor to make any payment, incur any obligation or obtain any other relief shall be subject to and limited by the applicable Budget (subject to the Permitted Variance) , the Interim Order and this Final Order, as applicable. 28. Worldwide Distributors. (a) As adequate protection for the Debtor’s use of Cash Collateral in which Worldwide Distributors (“Worldwide”) asserts an interest, the Debtor shall transfer to a separate deposit account to be established at Bank of America (“Worldwide Account”) cash proceeds from the Debtor’s ongoing inventory liquidation sales in accordance with the deposit cadence provided for in the Budget (the “WW Adequate Protection Amount”). The WW Adequate Protection Amount shall be funded on a weekly basis from available cash as set forth in the Budget line styled “Adequate Protection/Worldwide”; provided, that absent further order of the Court the dollar amount deposited into the Worldwide Account must be $3,500,000 by March 5, 2021. The Worldwide Account shall be in the name of the Debtor and shall not be subject to any control agreement in favor of any party. In the event that Worldwide’s claim against the Debtor is allowed as a secured claim (“Worldwide Claim”) secured by a lien senior to the lien securing the obligations owed to the Prepetition Lenders and the amount delivered to Worldwide from the Worldwide Account is insufficient to pay the full amount of the Worldwide Claim (a “Shortfall”), Worldwide shall be entitled to serve a written demand on the Debtor’s counsel (with a copy to the Prepetition Agent’s counsel and the Committee’s counsel; together with the Debtor the “Shortfall Notice Parties”) to make payment of such Shortfall not later than ten (10) days following Debtor’s receipt of such demand; provided, that in the event the Debtor fails to make payment of any such Shortfall on or prior to the end of said ten (10) day period, the Prepetition Lenders shall promptly disgorge and pay to Worldwide the amount of such Shortfall; provided, further, that the Debtor’s obligation to pay any amount in respect of a Shortfall shall be limited to payment of proceeds of collateral subject to Worldwide’s asserted liens only and not from any other estate assets; provided, further, however, the

35

Prepetition Lenders’ obligation to disgorge any amount in favor of Worldwide in payment of any Shortfall shall similarly be limited to the extent of any proceeds of collateral subject to Worldwide’s asserted liens only that have been received by the Prepetition Lenders, and not from any other collateral, assets, or proceeds thereof that are subject to the Prepetition Secured Parties’ claims or security interests, including any other collateral, assets, or proceeds thereof that may be recovered from any non-Debtor person or entity. If an objection is made by any of the Shortfall Notice Parties to the payment of the Shortfall in the amount asserted within the referenced ten (10) day notice period, then the Debtor (or if the Debtor has failed to make payment of the Undisputed Shortfall (defined below) with in such ten (10) day period, the Prepetition Secured Lenders), shall pay only such amounts that are not the subject of any objection (“Undisputed Shortfall”), and the disputed amount shall be paid only upon subsequent agreement by the objecting Shortfall Notice Party(ies) or as may be ordered by the Court. (b) Each of the Prepetition Secured Parties and Worldwide shall be granted adequate protection replacement liens in the funds deposited in the Worldwide Account, which replacement liens shall attach to the subject funds with the same dignity, priority and effect as may have existed prepetition in the assets of the Debtor from which the proceeds deposited into the Worldwide Account derived. In addition, solely to the extent of any Diminution in Value, Worldwide is hereby granted, pursuant to sections 361 and 363 of the Bankruptcy Code, a valid, binding, enforceable and perfected replacement lien upon and security interest in the Debtor’s assets (including, without limitation, Cash Collateral) that were subject to Worldwide’s asserted prepetition lien, which replacement lien shall attach to such assets with the same dignity, priority and effect as may have existed prepetition. The replacement liens granted in this Section 28(b) shall be valid, binding and enforceable against any trustee or other estate representative appointed in a Successor Case and/or upon the dismissal of the Chapter 11 Case or Successor Case. (c) To the extent that during the Cash Collateral Period Cash Collateral representing the proceeds of Debtor assets that Worldwide asserts a prepetition lien or replacement lien in are deposited into a Debtor account that is subject to a control agreement in favor of the Prepetition Secured

36

Parties, Worldwide’s rights to assert that its lien attaches to such Cash Collateral with the same dignity, priority and effect as may have existed prepetition is hereby preserved and reserved notwithstanding any such control agreement. (d) The rights of all parties who assert an interest in the Cash Collateral (including, without limitation, the funds deposited in the Worldwide Account) that is the subject of this Final Order to assert any challenge in relation to (i) the validity, extent, priority, or perfection of any asserted prepetition security interests and liens therein, and (ii) the validity, allowance, priority, or amount of any claims thereto, are hereby expressly preserved; provided, that in the case of any interest therein asserted by the Prepetition Secured Parties, any such Challenge shall be subject to and limited as set forth in Paragraph 17 hereof. (e) As additional adequate protection, during the Cash Collateral Period, Worldwide is entitled to seek relief from the Court on an expedited basis in the event it asserts that its interests in the Debtor’s Cash Collateral are not adequately protected. (f) Notwithstanding any other provision of this order to the contrary, Worldwide shall not be required to first obtain an order granting standing and shall be deemed to have standing to commence any Challenge (including in the form of a counterclaim or crossclaim) solely to establish the extent, validity, enforceability, priority, perfection and/or non-avoidability of Worldwide’s claim and liens including but not limited to seeking relief to establish the priority of Worldwide’s liens over the liens of the Prepetition Agent and Prepetition Lenders. The rights of the Prepetition Secured Parties to oppose any such Challenge (other than based on Worldwide’s lack of standing) are fully preserved and reserved hereby, and nothing contained herein shall be construed as consent by the Prepetition Secured Parties to any such action other than based on Worldwide’s lack of standing. 29. Retention of Jurisdiction. The Court has and will retain jurisdiction to enforce this Final Order in accordance with its terms and to adjudicate any and all matters arising from or related to the interpretation or implementation of this Interim Order.

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30. Final Order Controls. In the event of any inconsistency between the terms and conditions of the Prepetition Loan Documents, the Interim Order, or this Final Order, the provisions of this Final Order shall govern and control. Dated: February 11, 2021 /e/ William J. Fisher ____________________________________ William J. Fisher United States Bankruptcy Judge

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EXHIBIT 1 BUDGET

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diligence.they have performed their own detailed independent due lending and or investment relationship should only do so after reviewing the Company’s information and considering either a provided by or on behalf of Tea Olive I, LLC. Any party the reliability, accuracy, or completeness of any materials provided to us, nor will we provide any assurances concerning Group has not audited or otherwise verified the information provided by Tea Olive I, LLC (dba Stock + Field). Clear Thinking The accompanying financial information is based on information Excess Borrowing Availability Total Outstanding Loan BalanceLess: Payments *Lender Legal FeesAdd: Interest/FeesAdd: AdvancesBeginning Principal BalanceLoan Net AvailabilityReservesReal Estate AvailabilityInventory AvailabilityAccounts Receivable AvailabilityAvailabilitySecured Lender Total Adequate Protection PaymentsWorldwideAdequate Protection Cash BalanceNet Cash Flow Total Cash DisbursementsMerch PaymentsLiquidator Expenses/FeesOther Operating CostsBK Pro FeesFreight/LogisticsInsuranceUtilitiesTaxesRentPayroll & BenefitsCash Disbursements Cash Receipts End DateStart DatePeriod as of:2/6/2021Stock + Field Weekly Budget8,415,130$ 29,737,854$ -$ -$ 13,750$ -$ 29,724,104$ 38,152,984$ (676,077)$ 6,518,448$ 30,541,133$ 1,769,480$ -$ -$ 3,352,969$ 2,997,491$ (482,948)$ (48,309)$ (215,763)$ (29,231)$ -$ (33,733)$ (141,399)$ -$ -$ -$ (14,513)$ 3,480,439$ January1/10/20211/16/20211/10/20210Actual12,992,217$ 23,201,447$ (6,550,157)$ -$ 13,750$ -$ 29,737,854$ 36,193,664$ (614,792)$ 6,518,448$ 27,221,894$ 3,068,115$ (500,000)$ (500,000)$ 3,682,920$ 7,380,108$ (1,006,552)$ (18,076)$ (96,451)$ (154,111)$ -$ -$ (4,926)$ (9,507)$ -$ -$ (723,481)$ 8,386,659$ 1/17/20211/23/20211/17/20210Actual12,829,120$ 20,083,240$ (3,131,956)$ -$ 13,750$ -$ 23,201,447$ 32,912,360$ (578,783)$ 6,518,448$ 24,524,850$ 2,447,846$ (500,000)$ (500,000)$ 3,494,040$ 3,443,077$ (970,805)$ (82,589)$ (201,151)$ (75,569)$ (565,000)$ (42,288)$ -$ -$ -$ -$ (4,209)$ 4,413,882$ 1/24/20211/30/20211/24/20210Actual10,328,535$ 19,565,811$ (817,325)$ -$ 299,896$ -$ 20,083,240$ 29,894,345$ (561,484)$ 6,518,448$ 22,157,868$ 1,779,513$ (250,000)$ (250,000)$ 3,307,239$ 880,524$ (2,612,329)$ (107,855)$ (90,280)$ (73,927)$ (165,000)$ (29,393)$ (380,670)$ (98,808)$ -$ (897,638)$ (768,758)$ 3,492,853$ 1/31/20212/6/20211/31/20210Actual10,511,400$ 17,771,231$ (1,808,330)$ -$ 13,750$ -$ 19,565,811$ 28,282,631$ (547,735)$ 6,409,548$ 20,571,226$ 1,849,592$ (562,500)$ (562,500)$ 3,900,000$ 2,213,590$ (2,372,029)$ (213,480)$ (187,690)$ (75,000)$ (201,564)$ (30,000)$ (100,000)$ (75,000)$ (1,479,244)$ (10,050)$ -$ 4,585,619$ 2/7/20212/13/20212/7/20211Forecast9,171,567$ 17,091,462$ (693,519)$ -$ 13,750$ -$ 17,771,231$ 26,263,029$ (121,683)$ 6,409,548$ 18,032,636$ 1,942,528$ (562,500)$ (562,500)$ 4,350,000$ 1,256,019$ (2,772,144)$ (178,246)$ (191,766)$ (75,000)$ (97,250)$ (20,000)$ (154,969)$ (194,550)$ (779,623)$ -$ (1,080,740)$ 4,028,164$ February2/14/20212/20/20212/14/20212Forecast9,462,576$ 14,377,867$ (2,727,345)$ -$ 13,750$ -$ 17,091,462$ 23,840,443$ (80,000)$ 6,409,548$ 15,304,237$ 2,206,659$ (562,500)$ (562,500)$ 4,650,000$ 3,289,845$ (758,049)$ (21,445)$ (163,883)$ (75,000)$ (116,500)$ (10,000)$ -$ (103,061)$ (268,160)$ -$ -$ 4,047,894$ 2/21/20212/27/20212/21/20213Forecast8,025,798$ 13,051,109$ (1,511,821)$ -$ 185,063$ -$ 14,377,867$ 21,076,907$ (80,000)$ 6,409,548$ 12,357,280$ 2,390,080$ (562,500)$ (562,500)$ 4,350,000$ 2,074,321$ (2,581,816)$ -$ (171,056)$ (75,000)$ (161,500)$ (10,000)$ -$ (47,782)$ (128,910)$ (882,179)$ (1,105,388)$ 4,656,137$ 2/28/20213/6/20212/28/20214Forecast7,494,199$ 10,089,625$ (2,975,234)$ -$ 13,750$ -$ 13,051,109$ 17,583,824$ (80,000)$ 6,300,648$ 9,304,311$ 2,058,865$ -$ -$ 4,100,000$ 2,975,234$ (669,814)$ -$ (166,964)$ (75,000)$ (202,186)$ (10,000)$ -$ (86,754)$ (128,910)$ -$ -$ 3,645,049$ 3/7/20213/13/20213/7/20215Forecast6,939,088$ 7,219,443$ (2,883,932)$ -$ 13,750$ -$ 10,089,625$ 14,158,530$ (80,000)$ 6,300,648$ 5,453,763$ 2,484,119$ -$ -$ 3,900,000$ 2,883,932$ (2,487,222)$ -$ (119,126)$ (75,000)$ (91,000)$ (10,000)$ (43,090)$ (19,142)$ (739,925)$ -$ (1,389,939)$ 5,371,154$ March3/14/20213/20/20213/14/20216Forecast2,846,852$ 5,975,579$ (1,257,613)$ -$ 13,750$ -$ 7,219,443$ 8,822,431$ (80,000)$ 6,300,648$ 836,565$ 1,765,219$ -$ -$ 4,622,840$ 2,181,280$ (507,754)$ -$ (175,449)$ (75,000)$ (70,000)$ -$ -$ (94,385)$ (92,921)$ -$ -$ 2,689,035$ 3/21/20213/27/20213/21/20217Forecast115,851$ 6,104,797$ -$ -$ 129,217$ -$ 5,975,579$ 6,220,648$ (80,000)$ 6,300,648$ -$ -$ -$ -$ 3,141,661$ (932,006)$ (1,531,971)$ -$ (54,979)$ (25,000)$ (45,000)$ -$ -$ (517)$ (128,910)$ (14,315)$ (1,263,250)$ 599,965$ 3/28/20214/3/20213/28/20218Forecast73,201$ 6,118,547$ -$ -$ 13,750$ -$ 6,104,797$ 6,191,748$ -$ 6,191,748$ (0)$ -$ -$ -$ 2,680,287$ (461,374)$ (461,374)$ -$ (251,074)$ (25,000)$ (120,000)$ -$ -$ (65,300)$ -$ -$ -$ -$ 4/4/20214/10/20214/4/20219Forecast59,451$ 6,132,297$ -$ -$ 13,750$ -$ 6,118,547$ 6,191,748$ -$ 6,191,748$ (0)$ -$ -$ -$ 2,373,063$ (307,223)$ (307,223)$ -$ -$ (25,000)$ (65,000)$ -$ (61,107)$ (84,528)$ -$ -$ (71,588)$ -$ April4/11/20214/17/20214/11/202110Forecast

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diligence.they have performed their own detailed independent due lending and or investment relationship should only do so after reviewing the Company’s information and considering either a provided by or on behalf of Tea Olive I, LLC. Any party the reliability, accuracy, or completeness of any materials provided to us, nor will we provide any assurances concerning Group has not audited or otherwise verified the information provided by Tea Olive I, LLC (dba Stock + Field). Clear Thinking The accompanying financial information is based on information Excess Borrowing Availability Total Outstanding Loan BalanceLess: Payments *Lender Legal FeesAdd: Interest/FeesAdd: AdvancesBeginning Principal BalanceLoan Net AvailabilityReservesReal Estate AvailabilityInventory AvailabilityAccounts Receivable AvailabilityAvailabilitySecured Lender Total Adequate Protection PaymentsWorldwideAdequate Protection Cash BalanceNet Cash Flow Total Cash DisbursementsMerch PaymentsLiquidator Expenses/FeesOther Operating CostsBK Pro FeesFreight/LogisticsInsuranceUtilitiesTaxesRentPayroll & BenefitsCash Disbursements Cash Receipts End DateStart DatePeriod as of:2/6/2021Stock + Field Weekly Budget45,701$ 6,146,047$ -$ -$ 13,750$ -$ 6,132,297$ 6,191,748$ -$ 6,191,748$ (0)$ -$ -$ -$ 1,744,954$ (628,110)$ (628,110)$ -$ -$ (25,000)$ -$ -$ -$ -$ (603,110)$ -$ -$ -$ 4/18/20214/24/20214/18/202111Forecast6,191,748$ 0$ (6,245,894)$ -$ 99,847$ -$ 6,146,047$ 6,191,748$ -$ 6,191,748$ (0)$ -$ -$ -$ 1,292,079$ (452,875)$ (452,875)$ -$ -$ (25,000)$ -$ -$ -$ -$ -$ (14,315)$ (413,560)$ -$ 4/25/20215/1/20214/25/202112Forecast(0)$ 0$ -$ -$ -$ -$ 0$ (0)$ -$ -$ (0)$ -$ -$ -$ 1,017,079$ (275,000)$ (275,000)$ -$ -$ (25,000)$ (250,000)$ -$ -$ -$ -$ -$ -$ -$ 5/2/20215/8/20215/2/202113Forecast(0)$ 0$ -$ -$ -$ -$ 0$ (0)$ -$ -$ (0)$ -$ -$ -$ 842,938$ (174,140)$ (174,140)$ -$ -$ (25,000)$ (60,000)$ -$ -$ -$ -$ -$ (89,140)$ -$ May5/9/20215/15/20215/9/202114Forecast(0)$ 0$ -$ -$ -$ -$ 0$ (0)$ -$ -$ (0)$ -$ -$ -$ 774,364$ (68,574)$ (68,574)$ -$ -$ (25,000)$ -$ -$ (43,574)$ -$ -$ -$ -$ -$ 5/16/20215/22/20215/16/202115Forecast(0)$ 0$ -$ -$ -$ -$ 0$ (0)$ -$ -$ (0)$ -$ -$ -$ 40,017$ (734,347)$ (1,634,347)$ (801,542)$ -$ (25,000)$ (50,000)$ -$ -$ -$ -$ (644,026)$ (113,780)$ 900,000$ 5/23/20215/29/20215/23/202116Forecast(0)$ 0$ -$ -$ -$ -$ 0$ (0)$ -$ -$ (0)$ -$ -$ -$ 0$ (40,016)$ (40,016)$ -$ -$ -$ (40,016)$ -$ -$ -$ -$ -$ -$ -$ 5/30/20216/5/20215/30/202117Forecast

41