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Full title: Interim Order Authorizing Use of Cash Collateral (Related Doc # 9)Preliminary (Whitney MNB) (Entered: 01/14/2021)

Document posted on Jan 13, 2021 in the bankruptcy, 34 pages and 0 tables.

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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. INTERIM ORDER (I) AUTHORIZING USE OF CASH COLLATERAL AND AFFORDING ADEQUATE PROTECTION; (II) MODIFYING AUTOMATIC STAY; AND (III) SCHEDULING A FINAL HEARING 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 at an interim hearing on January 13, 2021 (the “Interim Hearing”), the Court has reviewed the Motion and the Declaration of Matthew F. Whebbe In Support of Debtor’s Chapter 11 Petition and First Day Motions and Applications (the “First Day Declaration”). The Motion requests the entry of this interim order (the “Interim Order”) and a final order, inter alia: (a) authorizing the Debtor’s use of Cash Collateral (as defined below) and granting adequate protection to the Prepetition Secured Parties (as defined below) in respect of their rights under the Prepetition Loan Documents (as defined below) and their interests in the Prepetition Collateral (as defined below), pursuant to sections 105, 361, 362 and 363 of the Bankruptcy Code, limited to the extent of any diminution in value of such rights and interests on and after the Petition Date; (b) modifying the automatic stay arising under section 362 of the Bankruptcy Code in accordance with the provisions hereof to the extent necessary to implement and effectuate the terms and provisions of this Interim Order; 1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

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(c) scheduling a final hearing (the “Final Hearing”) pursuant to Bankruptcy Rule 4001(b)(2) to be held before this Court to consider entry of an order authorizing and granting the relief requested in the Motion on a final basis (the “Final Order”); and (d) granting certain related relief. The Court having considered the Motion, the First Day Declaration, the other filings and pleadings in the above-captioned chapter 11 case (the “Chapter 11 Case”), and the evidence submitted or adduced and the arguments of counsel made at the Interim Hearing; and notice of the Interim Hearing having been given in accordance with Bankruptcy Rules 2002, 4001(b)(c), and (d), and 9014; and the Interim Hearing to consider the interim relief requested in the Motion having been held and concluded; and all objections, if any, to the interim relief requested in the Motion having been withdrawn, resolved, or overruled by the Court; and it appearing to the Court that granting the relief set forth herein is necessary to avoid immediate and irreparable harm to the Debtor and its estate pending the Final Hearing, and otherwise is fair and reasonable, in the best interests of the Debtor, its estate, and its creditors and equity holders, and essential for the continued operation of the Debtor’s remaining business; 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. 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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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, and under the exigent circumstances set forth therein, notice of the Motion and the relief requested thereby and this Interim Order appears to have been provided in accordance with Bankruptcy Rules 4001(b) and 4001(c)(1) to (a) the United States Trustee for the District of Minnesota (the “U.S. Trustee”); (b) the entities listed on the List of Creditors Holding the 20 Largest Unsecured Claims filed pursuant to Bankruptcy Rule 1007(d); (c) the Internal Revenue Service; (d) Second Avenue Capital Partners LLC, in its capacity as Administrative Agent under the Prepetition Loan Documents; (e) all parties known to the Debtor who hold any liens or security interests in the Debtor’s assets who have filed UCC-1 financing statements against the Debtor; (f) the United States Attorney for the District of Minnesota; (g) the Internal Revenue Service; (h) the state attorneys general for all states in which the Debtor conducts business; and (i) all parties who have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”), which notice was appropriate under the circumstances and sufficient for the Motion, and the entry of this Interim Order; and no further notice of, or hearing on, the entry of this Interim Order is necessary or required. D. Creditors’ Committee. As of the date hereof, 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:

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(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. 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, 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 Interim 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 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 Agent and Prepetition Lenders 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

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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 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

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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 Interim 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 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 Interim 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

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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 Interim Order, and nothing in this Interim 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. Sections 506(c) and 552(b). In consideration for the Prepetition Secured Parties’ agreement to subordinate the Adequate Protection Superpriority Claim, the Replacement Lien, and the Prepetition Liens, as applicable, on the Prepetition Collateral to fund the Budget (as defined below) and the Carve-Out (as defined below), in each case solely to the extent set forth in this Interim Order, the Prepetition Secured Parties assert that they are entitled to the benefits of waivers of the provisions of section 506(c) of the Bankruptcy Code and any “equities of the case” claims under section 552(b) of the Bankruptcy Code, and shall request each such waiver effective upon entry of a final order granting such relief. I. Good Cause. Good cause has been shown for immediate entry of this Interim Order, and the entry of this Interim 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 Interim 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, 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.”

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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 an interim basis to the extent provided herein. Any objection to relief requested in the Motion on an interim basis, to the extent not withdrawn, waived or resolved, is hereby overruled. The rights of all parties in interest to object to the entry of a final order are reserved. 2. Authorization to Use Cash Collateral. The Debtor is authorized on an interim basis to use Cash Collateral solely in accordance with and to the extent set forth in the Budget and this Interim Order during the period commencing on the date of this Interim Order 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 interim 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, 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 Distributors, STIHL, Inc., and counsel for any Committee (once hired) 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 Budget: (i) “Cash Receipts”; (ii) “Total Cash Disbursements”; (iii) “Net Availability”; and (iv) “Professional Fees”.

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(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 Interim Order (such period, a “Subsequent Budget Period”). If such written consent is given, the Debtor shall be authorized pursuant to this Interim 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 Interim 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, any Committee, Worldwide Distributors, and STIHL, Inc. 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”):

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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 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. 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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(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 Interim 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 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-

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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 Interim Order, or a 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 Interim 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 Interim 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 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.

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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 Proceeding (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 $25,000.00 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 Interim 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 Interim 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 any Committee, the Debtor’s authorization, and the Prepetition Agent’s consent for the Debtor to use Cash Collateral pursuant to this Interim Order shall terminate on the earliest to occur of the following (the earliest such date, herein defined as the “Termination Date”):

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(i) the failure of the Court to enter a final order (a “Final Order”) in form satisfactory to the Prepetition Agent on or before 5:00 p.m. (prevailing Central time) on the day that is thirty (30) days after the Petition Date; (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 Interim Order; (vi) this Interim 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 Interim 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 Debtor challenges or objects to the extent, validity, enforceability, priority, perfection and/or non-avoidability of the Prepetition Obligations or the Prepetition Agent’s security interests in and liens upon the Prepetition Collateral; (viii) an order of this Court shall be entered reversing, staying, vacating or otherwise modifying this Interim 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) the Debtor fails to pay in full the Prepetition Obligations in accordance with the terms set forth in this Interim Order, without the prior written consent of the Prepetition Agent; (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 Interim Order; (xii) without the 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;

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(xiv) the Debtor’s failure to satisfy any Milestone (defined below) set forth in Paragraph 26; (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) the return by the Debtor of more than $50,000 of the Debtor’s inventory pursuant to section 546(h) of the Bankruptcy Code without the prior written consent of the Prepetition Agent; (xviii) the Debtor’s failure to perform, in any respect, any of its material obligations under this Interim 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”), (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

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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, 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

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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 Interim 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. (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 (defined below) rights of any party (other than the Debtor) in accordance with and solely to the extent set forth in Paragraph 17(b) hereof. The Prepetition Agent shall maintain the Cash Reserve and shall not apply said funds to payment of the Prepetition Obligations, and

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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) on each Wednesday the Debtor shall deliver a report to the Prepetition Agent 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 Interim 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, 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

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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, all Cash Collateral actually received by Prepetition Agent, and shall remit such Cash Collateral so received to the Debtor on a weekly basis in accordance with the Budget and this Interim Order; provided, that on and after the Termination Date, 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 interim period, in consideration for the Prepetition Agent’s consent to the use of its Cash Collateral in accordance with the terms of this Interim 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 interim period. The Administration Fee shall be part of the Prepetition Obligations owing to Prepetition Agent. Notwithstanding Paragraph 6(d) of this Interim Order, Prepetition Agent is

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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 Interim 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 and conditions of this Interim 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. During the interim period, 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 any official committee appointed herein, if any, a detailed statement of account with respect to the Prepetition Obligations as of the Petition Date on or before the date that is thirty (30) days before the expiration of the Challenge Period. 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 Interim Order, and (ii) the Debtor to create, and the Prepetition Agent to perfect, the Replacement Lien and other Liens granted

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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 Interim Order or to take any other actions to perfect such Lien, which shall be deemed automatically perfected by the docketing of this Interim 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 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 any 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 Interim 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 any Committee that is required pursuant to Paragraph 4 of this Interim 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

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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 Interim Order (other than in accordance with a Final Order) shall not affect the 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 the Final Order), (a) this Interim 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 Agent shall be entitled to all the benefits and protections granted by this Interim 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 Agent to seek relief or otherwise exercise any of their rights and remedies under this Interim 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 Agent. 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 Agent 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

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Prepetition Agent, that the adequate protection granted herein does in fact adequately protect the Prepetition Agent against any diminution in value of its respective interests in the Collateral. 13. Marshalling; Section 552(b). Subject to and effective upon the entry of a Final Order granting such relief, in no event shall the Prepetition Agent be subject to the equitable doctrine of “marshalling” or any similar doctrine with respect to the Collateral. Subject to and effective upon the entry of a Final Order granting such relief, the Prepetition Agent shall be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code, and the “equities of the case” exception under section 552(b) of the Bankruptcy Code shall not apply to the Prepetition Agent with respect to proceeds, products, offspring or profits of any of the Collateral, as applicable. 14. Inspection Rights. Without limiting the rights of the Prepetition Agent contained in this Interim 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 (iii) preventing, hindering or otherwise delaying the exercise by the Prepetition Agent or Prepetition Lenders of any rights under this Interim Order;

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(b) objecting to or challenging in any way the claims, liens, or interests held by or on behalf of the Prepetition Agent; (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 Agent, 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 Agent and/or Prepetition Lenders; provided, that up to an aggregate amount of $25,000.00 of (x) the proceeds of the Collateral and (y) the Carveout may be used by a Committee during the Challenge Period (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 Interim 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 Interim 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 Interim 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 Interim Order shall prejudice the rights of any 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

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in relation to (i) the validity, extent, priority, or perfection of the security interests, and liens of the 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, any 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 any Committee, the date that is sixty (60) days after the Committee’s formation, (ii) with respect to other parties in interest, no later than the date that is seventy-five (75) days after the entry of this Interim Order, 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, or such other time as determined by the Court after motion and hearing, after the appointment of such trustee or (B) the expiration of the time periods set forth in the foregoing subsections (i) and (ii) above (collectively, the “Challenge Period”). (c) The Challenge Period 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 Period, 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 end of the Challenge Period (a “Standing Motion”), which attaches a proposed Challenge action, shall extend the Challenge Period 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. (d) Only those parties in interest who commence a Challenge within the Challenge Period may prosecute such Challenge. As to (x) any parties in interest, including any Committee, who fail to file a Challenge within the Challenge Period, or if any such Challenge is filed and overruled or

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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, any 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. (e) Nothing in this Interim Order vests or confers on any person (as defined in the Bankruptcy Code), including any 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 all financial and other information required under the Prepetition Loan Documents, and this Interim Order, and such other information as the Prepetition Agent may from time to time reasonably request. 19. Effectiveness. The terms and conditions of this Interim 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.

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20. Section 506(c) Claims. Subject to and effective upon entry of a Final Order granting such relief, no costs or expenses of administration which have or may be incurred in the Chapter 11 Case shall be charged against the Prepetition Secured Parties, their claims or the Collateral pursuant to section 506(c) of the Bankruptcy Code without the prior written consent of the Prepetition Agent, and no such consent shall be implied from any other action, inaction or acquiescence by the Prepetition Agent. 21. Survival. The provisions of this Interim 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 Interim Order notwithstanding such conversion or dismissal. The terms and provisions of this Interim Order, as well as the Adequate Protection Superpriority Claim, the Replacement Lien, and all other claims and Liens granted by this Interim 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, any Committee, chapter 11 trustee, examiner or chapter 7 trustee, and (c) continue, notwithstanding any 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 Interim 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.

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23. Rights Preserved. Notwithstanding anything herein to the contrary, the entry of this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly: (a) the Prepetition Agent’s right to seek any other relief in respect of the Debtor (including the right to seek additional adequate protection); (b) the Prepetition Agent’s right 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 Agent 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 Agent). Other than as expressly set forth in this Interim Order, any other rights claims or privileges (whether legal, equitable or otherwise) of the Prepetition Agent are preserved. 24. Milestones. The Debtor shall satisfy or cause to be satisfied, as applicable, each of the following conditions: (a) On or prior to the date that is five (5) business days following the Petition Date, the Court shall have entered one or more interim orders authorizing and approving, inter alia, (i) the Debtor’s continued conduct of store closing or similar themed sales, and (ii) Debtor’s assumption under the Consulting Agreement; (b) On or prior to the date that is thirty (30) days following the Petition Date, the Court shall have entered a Final Order, in form and substance acceptable to Prepetition Agent approving the Debtor’s use of Cash Collateral;

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(c) On or prior to the date that is thirty (30) days following the Petition Date, the Court shall have entered one or more final orders, each in form and substance acceptable to Prepetition Agent, approving the Store Closing Sales and assumption of the Consulting Agreement; (d) On or prior to May 31, 2021, Debtor shall have made Payment in Full of all Prepetition Obligations pursuant to the Prepetition Loan Documents, this Interim Order and/or any Final Order; (e) On or prior to January 18, 2021, Juniper I, LLC, Juniper II, LLC, Juniper, LLC, Pink Dogwood I, LLC, and Pink Dogwood, as guarantors under the Prepetition Loan Documents, shall have engaged a qualified real estate broker reasonably satisfactory to the Prepetition Secured Parties to market and sell their interests in the real estate collateral made a part of the Prepetition Collateral. 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 any 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

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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-day objection period to the payment of the Lenders’ Expenses, then the Debtor shall pay only 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 Variances, as defined in this Interim Order and/or any Final Order approving the Debtor’s motion seeking authority to use Cash Collateral and/or Cash Collateral authorization requirements imposed on the Debtor under the terms of such orders. 28. Final Hearing. A hearing on the Debtor’s request for a Final Order approving the Motion is scheduled before this Court for February 4, 2021, at 1:30 p.m. (prevailing Central time). Within three (3) business days after entry of this Interim Order, the Debtor shall serve, or cause to be served, by first class mail or other appropriate method of service, a copy of the Motion (to the extent the Motion was not previously served on a party) and this Interim Order on (i) the Notice Parties, (ii) counsel to any Committee; (iii) all parties known to the Debtor to be asserting liens against, or security interest in, any of the Debtor’s assets; (iv) all state taxing authorities in the states in which the Debtor has any tax labilities; and (v) the Minnesota Attorney General. Any responses or objections to the Motion shall conform to the applicable Bankruptcy Rules and Local Rules. 29. STIHL, Inc. The Debtor shall keep a record of the proceeds of the sale of inventory in which STIHL Inc. asserts a purchase money security interest, which shall attach to such proceeds with the same dignity, priority and effect as STIHL Inc.’s asserted prepetition lien. The rights of all parties who assert an interest in such proceeds, including, but not limited to, those in relation to (i) the validity, extent,

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priority, or perfection of any asserted security interests and liens therein, and (ii) the validity, allowance, priority, or amount of any claims thereto, are hereby expressly preserved. 30. 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”) the aggregate sum of $1,000,000 (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 during the interim period the maximum dollar amount deposited into the Worldwide Account shall not exceed $1,000,000. 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. (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 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. (c) To the extent that during the interim 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 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. 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 Interim Order to

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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 the Prepetition Secured Parties, any such Challenge shall be subject to and limited as set forth in Paragraph 17 hereof. 31. Expedited Hearing. As additional adequate protection, during the interim period, STIHL,Inc. and Worldwide are entitled to seek relief from the Court on an expedited basis in the event they assert that their interests in the Debtor’s cash collateral are not adequately protected. 32. Retention of Jurisdiction. The Court has and will retain jurisdiction to enforce thisInterim 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. Dated: January 14, 2021 /e/ William J. Fisher ____________________________________ William J. Fisher United States Bankruptcy Judge

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EXHIBIT 1 BUDGET

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Forecast Forecast Forecast Forecast Forecast Period 1 2 3 4 5 Start Date 1/10/2021 1/17/2021 1/24/2021 1/31/2021 2/7/2021 End Date 1/16/2021 1/23/2021 1/30/2021 2/6/2021 2/13/2021 1/10/2021 1/17/2021 1/24/2021 1/31/2021 2/7/2021 January Cash Receipts $ 2 ,547,829 $ 3,954,449 $ 3,786,139 $ 4,088,247 $ 3,826,486Cash Disbursements Payroll & Benefits $ (21,251) $ ( 805,180) $ - $ ( 1,095,964) $ ( 1,500,000)Rent $ - $ - $ - $ ( 899,441) $ - Taxes $ - $ - $ - $ - $ ( 1,186,214) Utilities $ - $ - $ - $ ( 125,000) $ (25) Insurance $ (141,399) $ (29,033) $ - $ - $ (50,000)Freight/Logistics $ (20,000) $ (20,000) $ (20,000) $ (20,000) $ (10,000)BK Pro Fees $ (205,000) $ ( 180,000) $ ( 180,000) $ ( 165,000) $ ( 155,000)Other Operating Costs $ (75,000) $ (75,000) $ (75,000) $ (75,000) $ (75,000)Liquidator Expenses/Fees $ (304,938) $ ( 153,427) $ ( 150,491) $ ( 151,410) $ ( 181,563)Merch Payments $ (240,000) $ ( 240,000) $ ( 240,000) $ ( 240,000) $ -Total Cash Disbursements $ (1,007,588) $ ( 1,502,640) $ ( 665,491) $ ( 2,771,816) $ ( 3,157,802)Net Cash Flow $ 1 ,540,241 $ 2,451,810 $ 3,120,648 $ 1,316,432 $ 6 68,684Cash Balance $ 1,540,241 $ 3,150,000 $ 3,150,000 $ 3,150,000 $ 3,150,000Adequate Protection Worldwide $ - $ ( 500,000) $ ( 500,000) $ - $ - Total Adequate Protection $ - $ ( 500,000) $ ( 500,000) $ - $ -Secured Lender Availability Accounts Receivable Availability $ 7 83,903 $ 1,249,319 $ 1,395,328 $ 1,523,562 $ 1,627,708Inventory Availability $ 3 0,689,863 $ 29,029,460 $ 27,016,243 $ 24,843,805 $ 22,646,278Real Estate Availability $ 6 ,518,448 $ 6,518,448 $ 6,518,448 $ 6,518,448 $ 6,409,548Reserves $ (679,893) $ ( 623,139) $ ( 572,564) $ ( 534,555) $ (99,476)Net Availability $ 3 7,312,321 $ 36,174,087 $ 34,357,455 $ 32,351,259 $ 30,584,059Loan Beginning Principal Balance $ 2 9,724,104 $ 29,762,854 $ 29,459,553 $ 26,877,655 $ 25,895,118Add: Advances $ - $ - $ - $ - $ - Add: Interest/Fees $ 1 3,750 $ 1 3,750 $ 1 3,750 $ 3 08,894 $ 1 3,750Lender Legal Fees $ 2 5,000 $ 2 5,000 $ 2 5,000 $ 2 5,000 $ 3 5,000Less: Payments $ - $ ( 342,051) $ ( 2,620,648) $ ( 1,316,432) $ ( 668,684)Total Outstanding Loan Balance $ 2 9,762,854 $ 29,459,553 $ 26,877,655 $ 25,895,118 $ 25,275,184Excess Borrowing Availability $ 7 ,549,467 $ 6,714,533 $ 7,479,800 $ 6,456,141 $ 5,308,874The accompanying financial information is based on information provided by Tea Olive I, LLC (dba Stock + Field). Clear Thinking Group has not audited or otherwise verified the information provided to us, nor will we provide any assurances concerning the reliability, accuracy, or completeness of any materials provided by or on behalf of Tea Olive I, LLC. Any party reviewing the Company’s information and considering either a lending and or investment relationship should only do so after they have performed their own detailed independent due diligence.