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Full title: Application to employ Fredrikson & Byron, P.A. as Chapter 11 Counsel filed by Tea Olive I, LLC. Supporting affidavit or verified statement of professional person, Proposed order. (Kinsella, Steven) (Entered: 01/10/2021)

Document posted on Jan 9, 2021 in the bankruptcy, 14 pages and 0 tables.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. APPLICATION BY DEBTOR TO EMPLOY CHAPTER 11 COUNSEL (FREDRIKSON & BYRON, P.A.) TO: United States Bankruptcy Judge, the United States Trustee, and other parties in interest identified in Local Rule 2014. 1. Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”) has filed a petition forreorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and requires representation in the course of this case. 2. The Debtor wishes to employ the law firm of Fredrikson& Byron, P.A. (“Fredrikson & Byron”), including lawyers in its bankruptcy group, to represent and assist the Debtor in carrying out its duties under the Bankruptcy Code and to perform other legal services necessary to the Debtor’ continuing operations. 3. This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and1334, Rule 2005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 1070-1. This is a core proceeding. The petition was filed on January 10, 2021 (the “Filing Date”). The case is now pending in this Court. 4. This Application arises under 11 U.S.C. §§ 327 and 328 and Bankruptcy Rule2014. This Application is filed under Local Rules 2014-1 and 9013-4. The Debtor seeks an order authorizing the employment of Fredrikson & Byron. In support of this Application, the

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Debtor relies on the Unsworn Declaration of Clinton E. Cutler (the “Cutler Declaration”) and the Unsworn Declaration of Matthew F. Whebbe. 5. Fredrikson & Byron is a full-service law firm with over 275 attorneys and officesin Minneapolis, St. Paul, Mankato, Des Moines, Fargo, Bismarck, Monterrey Mexico, and Shanghai China. The Debtor believes that the attorneys of Fredrikson & Byron are competent and experienced in chapter 11 and related bankruptcy matters. 6. Pursuant to section 328(a) of the Bankruptcy Code, the Court may approve theretention of Fredrikson & Byron on any reasonable terms and conditions. The Debtor has agreed that, subject to the Court’s approval, Fredrikson & Byron shall be paid its hourly rates for services rendered that are in effect on the date such services are rendered. The Debtor proposes that employment be on a general retainer with fees to be paid on a reasonable fee basis, dependent primarily on the number of hours expended, but taking into consideration any risk that there may not be funds available to pay fees, any delay in making payments of fees, and such other factors as may be appropriate, subject to the approval of the Court. 7. Prior to the Filing Date, the Debtor has paid Fredrikson & Byron a retainer of$125,000 (the “Chapter 11 Retainer”). Fredrikson used a portion of the Chapter 11 Retainer to apply to pre-petition fees and expenses prior to the Filing Date and the current balance of the Chapter 11 Retainer is $113,166.00 The Debtor has agreed that Fredrikson & Byron will hold the Chapter 11 Retainer in trust for application against its final allowed fees, the case filing fees, and the fees and expenses incurred in the several days prior to the Filing Date, which may not have been fully paid prior to filing. Because the petition was filed on an emergency basis, the Debtor was unable to pay fees and expenses incurred in the approximately two days prior to the

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8. The Debtor proposes that Fredrikson & Byron be authorized to file feeapplications monthly. 9. The Debtor has reviewed the Unsworn Declaration of Clinton E. Cutler andbelieve the attorneys selected by the Debtor do not represent any other entity in connection with this case, do not hold or represent any interest adverse to the estate, and are disinterested under section 327 of the Bankruptcy Code. In the event the United States Trustee, the Court, or other party asserts or is concerned that Fredrikson & Byron is not disinterested, the Debtor requests that a hearing be scheduled. 10. No previous application has been made for employment of attorneys. 11. This application has been served on the parties set out in Local Rule 2014-1(a). WHEREFORE, the Debtor requests an order approving the employment of the law firm of Fredrikson & Byron, P.A. as Chapter 11 counsel for the Debtor herein. Dated: January 10, 2021 Matthew F. Whebbe Chief Executive Officer of Tea Olive I, LLC d/b/a Stock+Field 71708643 v2

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. UNSWORN DECLARATION OF CLINTON E. CUTLER Clinton E. Cutler makes the following declaration in support of the application of Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”) to employ Fredrikson & Byron P.A. (“Fredrikson & Byron”) as chapter 11 counsel and in compliance with 11 U.S.C. § 329(a), Bankruptcy Rule 2016(b), and Local Rule 1007-1. 1. I am a shareholder in the law firm of Fredrikson & Byron. I am authorized to practice before the courts of the State of Minnesota and the federal courts for the District of Minnesota, among others. I make this Unsworn Declaration in support of the Debtor’s Application to Employ Fredrikson & Byron as Chapter 11 Counsel in this case (the “Application”). 2. No member of Fredrikson & Byron has ever been an officer or director of the Debtor, and no member of Fredrikson & Byron is an insider of the Debtor. 3. Fredrikson & Byron has completed a conflict check with the list of the Debtor, its officers and directors, and all of its creditors furnished by the Debtor as of January 8, 2021. Fredrikson & Byron is aware that the Debtor has other regular vendors that may or may not have small claims for which they have not billed the Debtor and therefore do not show up on the list

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of current creditors. Fredrikson & Byron will promptly supplement this Declaration in the future when and if other creditors become known. 4. Based on the results of the above-referenced conflicts check, and to the best of myknowledge, neither I nor Fredrikson & Byron have represented or had any connection with the Debtor, its creditors, or any other party in interest, its attorneys or accountants, the United States Trustee, or any other person employed by the office of the United States Trustee within the meaning of Bankruptcy Rule 2014, except as stated below: a. Fredrikson & Byron currently represents the following entities who maybe creditors in this case, all in matters entirely unrelated to the Debtor. Each of these entities has waived or is expected to waive any potential conflict to Fredrikson & Byron’s representation of the Debtor in this case. In the event a dispute arises involving one of these clients, Fredrikson & Byron will not represent either party. • Mediacom • Verizon • Boatburner Inc. • Domain Outdoor • Devlan Ag Pumps • My Pillow • Radio Systems Corporation • Red River Commodities • United Gilsonite Laboratories • PlayMonster • Red Wing Shoes b. Fredrikson & Byron and certain of its attorneys have in the pastrepresented some of the creditors of the Debtor in connection with matters unrelated to the Debtor and this chapter 11 case. In each instance, except as described in this paragraph, Fredrikson & Byron’s representation has concluded such that the former representation of that creditor does not represent a current conflict.

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c. Fredrikson & Byron is frequently involved in chapter 11 cases,representing debtors and their creditors. As such, Fredrikson & Byron is often adverse to the Office of the United States Trustee and is often adverse to, or allied with, other law firms and the interests of their clients and other accountants and the interests of their clients. None of the above relationships constitute actual conflicts, but may be “connections” within the meaning of Rule 2014 or potential conflicts and are therefore disclosed. The Debtor has been advised of potential conflicts noted above and have waived any such conflicts. 5. There may be other persons within the scope of Bankruptcy Rule 2014 that,unknown to me, Fredrikson & Byron has represented in particular matters in the past. We agree not to represent such persons who are creditors or other parties in interest in this case while representing the Debtor, without further disclosure, and we agree to disclose any connections within the meaning of Bankruptcy Rule 2014 that we may discover subsequent to the execution of this Declaration. 6. Except as the Court may determine from the circumstances disclosed above,Fredrikson & Byron does not hold or represent any interest adverse to the estates, and Fredrikson & Byron is a “disinterested person,” within the meaning of 11 U.S.C. § 327(a). 7. Fredrikson & Byron has represented the Debtor in the past. Fredrikson & Byronwas first engaged in January 2020 to provide strategic advice on debtor creditor issues and to assist the Debtor in a refinancing transaction that closed in early March 2020. Fredrikson & Byron was then reengaged in September 2020, in connection with advice on terms of forbearance agreements being negotiated with Debtor’s primary secured creditor, alternative transactions for a sale or refinancing of the company, or possible need to seek relief under the

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Bankruptcy Code. Since September 2020, and in connection with this matter, the Debtor has paid to Fredrikson & Byron fees and expenses of $135,703, which includes fees and expenses paid in the 90 days prior to the Filing Date. Fredrikson & Byron has been paid in full through January 8, 2021. Any unpaid prepetition time will be reflected in Fredrikson & Byron’s first fee application. In addition, prior to the Filing Date, the Debtor paid to Fredrikson & Byron a retainer of $125,000 for bankruptcy preparation and for post-filing services. Portions of the retainer were applied to pre-filing fees and expenses of Fredrikson and Byron. The balance of the retainer on the Filing Date was about $113,166 and will be held and applied to the unpaid fees and expenses incurred pre-petition in preparation of the filing, with the remainder to be held for application against final allowed fees and expenses. Fredrikson & Byron will include and fully disclose any unpaid fees and costs in its first interim fee application. 8. The compensation agreed to be paid by the Debtor to Fredrikson & Byron for their representation in this bankruptcy case is the hourly rates customarily charged by Fredrikson & Byron. As of the Filing Date, the applicable rates for timekeepers on this matter were $445 to $650 per hour for partners, $370 to $405 per hour for associates, and $160 to $255 per hour for paralegals. Fredrikson & Byron adjusts its rates periodically, generally on January 1 of each year. 9. It is Fredrikson & Byron’s policy to charge its clients for certain expenses incurred in connection with providing client services, including without limitation, travel, lodging, photocopying, postage, vendor charges, delivery service, and other expenses and disbursements incurred in connection with the representation of the Debtor. Fredrikson & Byron intends to seek reimbursement for expenses and disbursements incurred in connection with the representation of the Debtor in accordance with Fredrikson & Byron’s policies and in accordance

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with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable order of this Court. 10. The filing fees paid by Fredrikson & Byron on account of the Debtor in this casetotals $1,738, paid from the chapter 11 retainer or other reimbursement by the Debtor. 11. The services rendered or to be rendered by Fredrikson & Byron as chapter 11counsel include the following: a. Analyzing the Debtor’s financial situation and rendering advice andassistance in determining how to proceed, which has included advice, negotiation, and preparation of documents for a Chapter 11 filing; b. Assisting with preparation of filing of the petition, exhibits, attachments,schedules, statements, and lists for stay motions and other documents required by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or the Court in the course of this bankruptcy case; c. Representing the Debtor at the meeting of creditors; d. Negotiating with creditors and other parties in interest;e. Making and responding to motions, applications, and other requests forrelief on behalf of the Debtor; f. Working with the Debtor and other parties to obtain approval of a saleprocess and representing the estate in any sale; and g. Performing other services requested by the Debtor or services reasonablynecessary to represent the Debtor in this case. 12. The source of all payments to Fredrikson & Byron will be from earnings or othercurrent income of the Debtor and the chapter 11 retainer. In the bankruptcy case, Fredrikson &

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Byron has not received and will not receive a transfer of property other than such payments made to Fredrikson & Byron by the Debtor. 13. Fredrikson & Byron has not shared or agreed to share with any other person, other than with members of the firm, any compensation paid or to be paid. 14. Fredrikson & Byron requests that it be allowed to schedule fee applications every 30 days from the Filing Date. ATTORNEY STATEMENT PURSUANT TO REVISED UST GUIDELINES 15. The following is provided in response to the request for additional information set forth in Section D.1 of the Revised UST Guidelines: a. Fredrikson & Byron did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. None of Fredrikson & Byron’s professionals included in this engagement vary their rate based on the geographic region of the bankruptcy case. c. During the past 12 months before the Filing Date, Fredrikson & Byron’s rates for timekeepers for its prepetition engagement on this matter were $430 to $650 per hour for partners, $335 to $405 per hour for associates, and $160 to $255 per hour for paralegals. On January 1, 2021, Fredrikson & Byron’s rates customarily increased, but have otherwise not changed postpetition. d. Fredrikson & Byron has or will deliver a prospective budget and staffing plan for the period from the Filing Date through May 2021, to the Debtor and will continue to work with the Debtor on the budget and staffing plan.

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16. I declare under penalty of perjury that the foregoing is true and correct according to the best of my knowledge, information, and belief. Dated: January 10, 2021 /e/ Clinton E. Cutler Clinton E. Cutler 71709316 v3

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. UNSWORN DECLARATION OF MATTHEW F. WHEBBE Matthew F. Whebbe makes the following declaration in support of the application of the Debtor to employ Fredrikson & Byron P.A. (“Fredrikson & Byron”) as chapter 11 counsel (the “Application”). 1. I am one of the owners and Chief Executive Officer of Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”) THE DEBTOR’ SELECTION OF FREDRIKSON & BYRON 2. I, along with several of the Debtor’s employees working under my supervision, am responsible for retaining and supervising outside counsel for the Debtor. I am familiar with the markets for professional services. 3. When the Debtor determined that it required financial and restructuring advice, I began a process to select restructuring advisors with the goal of maximizing the likelihood of a successful restructuring, but at the same time focusing on costs to ensure that the Debtor’s limited resources are being appropriately utilized. The Debtor’s review process assessed potential counsel based on their expertise, past successes and skill in representing chapter 11 Debtor and companies that restructure out of court.

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4. Based on my experience and recommendations of our regular outside counsel, Ibecame aware of Fredrikson & Byron’s restructuring practice and its work as lead counsel for numerous chapter 11 debtors and distressed companies that successfully restructured in and out of court. I decided that the Debtor should retain Fredrikson & Byron as restructuring counsel and potential chapter 11 counsel. 5. Over approximately the past four months, Fredrikson & Byron has advised theDebtor on various restructuring issues, including forbearance issues with Debtor’s primary secured lender, and in-court and out-of-court strategies and strategic options. During that time, Fredrikson & Byron has become intimately familiar with the Debtor’s business and many of the potential legal issues that may arise in the context of this chapter 11 case. I believe, for this reason, as well as because of Fredrikson & Byron’s extensive experience in corporate reorganizations, that Fredrikson & Byron is both well qualified and able to represent the Debtor in this chapter 11 case in an efficient and timely manner. RATE STRUCTURE AND COST SUPERVISION 6. Fredrikson & Byron informed the Debtor of its billing rates and material terms forengagement. Fredrikson & Byron also informed the Debtor that its billing rates and engagement terms are comparable to (i) the rates that Fredrikson & Byron charges for non-bankruptcy representations and the material terms for non-bankruptcy engagements and (ii) the billing rates and terms of other comparably skilled counsel. Fredrikson has further informed the Debtor that its rates may change from time to time in accordance with its established billing practices and procedures, and the Debtor has agreed to pay the rates as adjusted with such established practices and procedures.

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7. The Debtor understands that it is its responsibility to track its professionals’billing practices to be sure that the fees and expenses the bankruptcy estate pays are fair and reasonable. The Debtor will review the invoices from Fredrikson & Byron and all of the Debtor’s other professionals to ensure that continues to be the case. 8. Fredrikson & Byron shared with me and the company CRO prospective costs andexpenses for their work in the chapter 11 case, as reflected in the cash flow budget developed by the Debtor. I continue to review and work with Fredrikson & Byron on the budget and staffing plan, which will be updated during the course of the case. I also understand that, in the course of a large chapter 11 case such as this one, it is likely that there will be unforeseen issues that the Debtor and Fredrikson & Byron will need to address which will affect the ability to accurately predict fees and expenses for professional services in the case. 9. As it did prepetition, the Debtor will continue to bring discipline, predictability,client involvement, and accountability to the fees and expense reimbursement process. In addition, Fredrikson & Byron’s fees and expenses will be subject to review, comment, and objection (if warranted) and I understand are ultimately subject to court approval before they will be paid by the Debtor. 10. I declare under penalty of perjury that the foregoing is true and correct accordingto the best of my knowledge, information, and belief. Dated: January 10, 2021 __________________________________________ Matthew F. Whebbe Chief Executive Officer of Tea Olive I, LLC d/b/a Stock+Field 71709170 v3

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock+Field, Case No.: 21-30037 Chapter 11 Case Debtor. ORDER APPROVING EMPLOYMENT OF CHAPTER 11 COUNSEL (FREDRIKSON & BYRON, P.A.) This matter is before the court on the application by Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”) to employ the law firm of Fredrikson & Byron P.A. as chapter 11 counsel in the above-captioned case. It appears necessary for the Debtor to employ chapter 11 counsel. It appears that the attorneys selected by the Debtor do not hold or represent an interest adverse to the estate and that they are disinterested within the meaning of 11 U.S.C. § 327(a). IT IS ORDERED: 1. The Debtor’s employment of Fredrikson & Byron P.A. to represent the Debtor incarrying out its duties under title 11 of the United States Code is approved. 2. Fredrikson & Byron P.A. is authorized, but not directed, to file monthly feeapplications. Dated: William J. Fisher United States Bankruptcy Judge