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Full title: Application to employ SteepleChase Advisors, LLC as Investment Banker filed by Tea Olive I, LLC. Supporting affidavit or verified statement of professional person, Proposed order. (Brand, James) (Entered: 01/10/2021)

Document posted on Jan 9, 2021 in the bankruptcy, 22 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 TO EMPLOY INVESTMENT BANKER (STEEPLECHASE ADVISORS, LLC) TO: United States Bankruptcy Judge, the United States Trustee, and other parties in interest identified in Local Rule 2014-1. 1. Tea Olive I, LLC d/b/a Stock+Field (the “Debtor”) filed a petition for reorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and requires investment banking services in the course of its case. 2. The Debtor wishes to employ Steeplechase Advisors, LLC (“Steeplechase”) as its investment banker. 3. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334, Rule 5005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 1070-1. This is a core proceeding. The petition in this case was filed on January 9, 2021 (the “Filing Date”). The case is now pending in this Court. 4. The Debtor respectfully requests the Court to enter an order pursuant to sections 327(e) and 328(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a) authorizing the Debtor to employ and retain Steeplechase as its investment banker.

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QUALIFICATIONS 5. Steeplechase is well qualified to serve as the Debtor’s investment banker. As detailed in the Unsworn Declaration of James H. Cullen (the “Cullen Declaration”), Steeplechase is an investment banking and financial advisory service provider. Steeplechase’s professionals have extensive experience working with financially troubled companies in complex financial restructurings and representing companies in M&A transactions. 6. Since October 2020, Steeplechase was retained by the Debtor on a prepetition basis to advise on the Debtor’s restructuring efforts and potential options concerning a refinancing or a sale of all or substantially all of the Debtor’s assets. During this time, Steeplechase became intimately familiar with the Debtor’s businesses, affairs, assets, contractual arrangements, and sale prospects. Steeplechase has worked closely with the Debtor to analyze the Debtor’s financial positions and to assist with soliciting offers to refinance or purchase portions of the Debtor’s business. Steeplechase also actively pursued alternative transactions for the Debtor, including a sale of assets, recapitalization or refinancing. Those efforts led to the Debtor’s selection of the joint bid of between Tiger Capital Group, LLC and B. Riley Retail Solutions, LLC to conduct a liquidation of Debtor’s assets through a store closing or going out of business sale that was commenced in the week before this case was filed. Accordingly, Steeplechase has the necessary background to deal effectively and efficiently with many financial issues and problems that may arise in the context of this chapter 11 case. 7. As a direct result of Steeplechase’s prepetition work for the Debtor, Steeplechase has acquired significant knowledge of the Debtor’s financial affairs, debt structure, business operations, capital structure, key stakeholders, financing documents, potential strategic partners, and other related material information. Likewise, in providing prepetition services to the Debtor,

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Steeplechase’s professionals have worked closely with the Debtor’s chief manager, chief restructuring officer, management team, and other advisors. If this Application is approved, Steeplechase’s professionals, all with substantial experience in providing investment banking services, will continue to provide services to the Debtor. As a result of Steeplechase’s prior representation of the Debtor and Steeplechase’s extensive experience, Steeplechase is well qualified to provide investment banking services to the Debtor. SERVICES TO BE PROVIDED 8. The Debtor respectfully requests that the Court approve the employment and retention of Steeplechase to render the following investment banking services to the Debtor as necessary, appropriate, and feasible and as may be requested by the Debtor: a. Assisting Debtor in obtaining bankruptcy court approval of the consulting agreement with Tiger Capital Group, LLC and B. Riley Retail Solutions, LLC concerning the liquidation of Debtor’s assets through the store closing sales. b. Assisting in exploring any alternative sale process for the sale or disposition of Debtor’s remaining assets to potential buyers, including execution of any such sale process and negotiation of the sale terms. 9. The services that Steeplechase will provide to the Debtor are necessary to enable the Debtor to maximize the value of its estate. The Debtor believes that the services will not duplicate the services that other professionals will be providing to the Debtor in this chapter 11 case. Steeplechase will use reasonable efforts to coordinate with the Debtor’s other retained professionals to avoid unnecessary duplication of services.

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COMPENSATION 10. As described in the Cullen Declaration and the Consulting Agreement attached to this Application as Exhibit A, subject to the Court’s approval, the Debtor and Steeplechase have agreed that Steeplechase shall be paid under the following fee structure1: a. Retainer. The Debtor has paid Steeplechase a retainer of $40,000. b. Consultant Hourly Rates & Expenses. Steeplechase seeks to be compensated on an hourly fee basis, plus reimbursement of actual and necessary expenses incurred by Steeplechase. The customary hourly rates, subject to periodic adjustments, charged by Steeplechase professionals anticipated to this case are as follows: James Cullen, Managing Partner $395 per hour Dan O Rourke, Consultant $395 per hour David Burke, Consultant $295 per hour Nate Anderson, Financial Consultant $295 per hour Eddie Doherty, Consultant $295 per hour Amy Rose, Consultant $295 per hour Additional consultants/Analysts $195 - $295 per hour c. Restructuring Transaction Fee. If the Debtor successfully completes and closes on a “Restructuring Transaction,” as defined in the Consulting Agreement, Steeplechase shall earn, and the Debtor’s shall pay from the gross proceeds from the Restructuring Transaction, a fee of 1.5% of the consideration of the sale of assets subject to approval of the Debtor’s Senior Lender, as defined in the Consulting Agreement (the “Restructuring Transaction Fee”). 1 This summary is not intended to modify or supersede the terms of the Consulting Agreement and, to the extent there is a discrepancy, the provisions of the Consulting Agreement control.

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11. In addition to the fees described above, the Debtor agrees to reimburse Steeplechase for its actual, reasonable, and documented out-of-pocket expenses incurred during Steeplechase’s representation of the Debtor, as further outlined in the Consulting Agreement. 12. The Debtor understands that the terms and conditions of Steeplechase’s employment are reasonable and comparable to compensation generally charged by financial advisors and investment bankers of similar stature for comparable engagements, both in and out of court. Based on the multiple issues Steeplechase may be required to address in this case, Steeplechase’s commitment to provide the time and effort necessary to address such issues, and the market prices of Steeplechase’s services for engagements of this nature, the Debtor agrees that the fee arrangements in the Consulting Agreement are reasonable. 13. To the best of the Debtor’s knowledge, information, and belief, and except as set forth in the Cullen Declaration, no promises have been received by Steeplechase as to compensation in connection with this chapter 11 case other than as outlined in the Consulting Agreement, and Steeplechase has no agreement with any other entity to share any compensation received with any person other than the principals, consultants, and employees of Steeplechase. 14. In addition and as more fully described in the Consulting Agreement, the Debtor has agreed to (i) indemnify Steeplechase or its directors, officers, partners, members, employees, agents, representatives, advisors, subcontractors, and controlling persons from and against any and all losses, claims, damages, or liabilities arising from or related to Steeplechase’s engagement or any matter referred to in the Consulting Agreement and (ii) reimburse Steeplechase for all expenses, including legal fees and expenses, incurred in connection with investigating, preparing, pursuing, defending, settling, compromising, or otherwise becoming

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involved in any action, suit, dispute, inquiry, investigation, or proceeding in connection with performance under the Consulting Agreement. 15. The Debtor submits that such an indemnification is standard in the specialized financial advisory industry and that the provision of such an indemnification by the Debtor is fair and reasonable considering Steeplechase’s qualifications and the expectations of other special financial advisors and investment bankers in connection with engagements of this scope and size. Moreover, the Debtor’s agreement to the indemnification is reasonable because the indemnity is a precondition to Steeplechase’s willingness to provide services to the Debtor. NO ADVERSE INTEREST 16. To the best of the Debtor’s knowledge, except as set forth in the Cullen Declaration, Steeplechase does not hold or represent any interest adverse to the Debtor or the Debtor’s estate with respect to the matter for which it will provide services and do not have any connection with the Debtor, its creditors, or any other party in interest. 17. In the 90 days prior to the Filing Date, the Debtor has paid Steeplechase a total of $151,496.18 (as well as the reimbursement of certain out of pocket expenses) which covers the monthly periods from September 30, 2020 to January 8, 2021. LEGAL BASIS FOR RETENTION 18. Pursuant to section 328 of the Bankruptcy Code, a debtor “with the court’s approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 11 U.S.C. § 328(a). Thus, section 328(a) permits the Court to approve the terms of Steeplechase’s engagement as set forth in the Consulting Agreement, including the fee structure and the indemnification provision.

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19. As recognized by numerous courts, Congress intended section 328(a) to enable Debtor to retain professionals pursuant to specific fee arrangements to be determined at the time of the court’s approval of the retention, subject to reversal only if the terms are found to be “improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions.” 11 U.S.C. § 328(a); In re Nat’l Gypsum Co., 123 F.3d 861, 862-63 (5th Cir. 1997) (“If the most competent professionals are to be available for complicated capital restructuring and the development of successful corporate reorganization, they must know what they will receive for their expertise and commitment.”); see also Riker, Danzig, Scherer, Hyland & Perretti LLP v. Official Comm. of Unsecured Creditors (In re Smart World Techs., LLC), 383 B.R. 869, 874 (S.D.N.Y. 2008). 20. The Debtor believes that the terms and provisions of the Consulting Agreement, including the fee structure and indemnification provision, are reasonable terms and conditions of employment and should be approved under section 328(a) of the Bankruptcy Code. 21. Steeplechase requests permission to file monthly fee applications. 22. In accordance with Bankruptcy Rule 2014(a), this Application and the Cullen Declaration set forth: (i) the facts establishing the necessity for Steeplechase’s employment; (ii) the reasons for the Debtor’s selection of Steeplechase as its investment banker and financial advisor; (iii) the professional services to be provided; (iv) the arrangements with respect to compensation and why such compensation is reasonable; and (v) to the best of the Debtor’s knowledge, the nature and the extent of Steeplechase’s relationship to certain parties in interest in this matter. 23. In the event the United States Trustee, the Court, or any other party objects to the employment of Steeplechase, the Debtor requests that a hearing be scheduled.

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24. No previous application has been made for employment of an investment bankerand financial advisor. 25. This Application has been served on the parties set out in Local Rule 2014-1(a). WHEREFORE, the above-named Debtor requests an order approving the employment of Steeplechase Advisors, LLC as investment banker. Dated: __________________________________________ Matthew F. Whebbe Chief Executive Officer 71758406 v3 Tea Olive I, LLC d/b/a Stock+Field

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EXHIBIT A

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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 JAMES H. CULLEN James H. Cullen makes the following declaration in support of the application of Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) to employ Steeplechase Advisors, LLC (“Steeplechase”) as investment banker (the “Application”) and in compliance with Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Local Rule 1007-1. 1. I am the managing partner of Steeplechase and I make this Unsworn Declaration in support of the Debtor’s Application to employ Steeplechase in this case. QUALIFICATIONS 2. Steeplechase provides a wide range of financial advisory and investment banking services with expertise in mergers and acquisitions, financial restructurings, valuations, capital markets, and strategic consulting. 3. Steeplechase’s professionals have extensive experience working with financially troubled entities in complex financial restructurings. Steeplechase’s Financial Restructuring Group has approximately eight professionals and, over the past decade, has advised on numerous restructuring transactions, in and out of court, with aggregate debt claims in excess of $1 billion. 4. As a result of Steeplechase’s prepetition engagement by the Debtor, Steeplechase has developed institutional knowledge and an understanding of the Debtor’s business operations,

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capital structure, key stakeholders, financing documents, potential strategic partners, and other material information. Steeplechase is uniquely qualified to advise the Debtor in the matters for which Steeplechase is proposed to be employed. COMPENSATION 5. The fee structure described in the Application and the Consulting Agreement is consistent with Steeplechase’s normal and customary billing practices for comparably sized and comparably complex cases and transactions, both in and out of court. Steeplechase believes that the proposed compensation arrangement is reasonable, consistent with standard industry practice, and based on the market for similar services. 6. If the Application is granted, Steeplechase requests authorizations to file monthly fee applications. 7. The Consulting Agreement contains an indemnification provision. Pursuant to the indemnification provision, as more fully described in the Consulting Agreement, the Debtor has agreed to indemnify Steeplechase and its directors, officers, partners, members, employees, agents, representatives, advisors, subcontractors, and controlling persons from and against any and all losses, claims, damages, or liabilities arising or related to Steeplechase’s engagement in connection with performance under the Consulting Agreement. The Debtor has also agreed to reimburse Steeplechase for all expenses, including legal fees and expenses, incurred in connection with investigating, preparing, pursuing, defending, settling, compromising, or otherwise becoming involved in any action, suit, dispute, inquiry, investigation, or proceeding in connection with performance under the Consulting Agreement.

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8. Similar indemnification provisions are standard in the investment banking and financial advisory services industries. Steeplechase believes that the indemnification provision is fair and reasonable. 9. In the 90 days prior to the Filing Date, the Debtor paid Steeplechase $151,496.18 plus the reimbursement of certain out of pocket expenses for the period covering September 30, 2020 to January 8, 2021. NO ADVERSE INTEREST 10. In connection with Steeplechase’s proposed retention by the Debtor in this case, Steeplechase ran a conflict search against its database of past and present clients. 11. Based on the above-referenced conflict search, Steeplechase does not hold or represent any material interest adverse to the Debtor’s estate, any party in interest, its respective attorneys or accountants, the United States Trustee, or any person employed in the Office of the United States Trustee, except as set out below. In addition, to its knowledge Steeplechase does not employ any person that is related to a judge of this Court or the United States Trustee for this region, within the meaning of Bankruptcy Rule 2014, except as stated below. a. Steeplechase has represented, and will represent in the future, many different clients with various business interests in numerous industries. These clients are often referred to Steeplechase by intermediaries, such as lawyers, financial advisors, other investment bankers, lenders, and accountants. b. Steeplechase is not currently and has not in the past represented any of the parties in interest in this chapter 11 case in connection with matters unrelated to the Debtor and this case. Steeplechase is not currently and has not in the past represented

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third parties who have an interest in this chapter 11 case in connection with matters unrelated to the Debtor and this case. c. Steeplechase appears in numerous cases, proceedings, and transactions involving many different professionals, including attorneys, accountants, investment bankers, and financial consultants, some of whom may represent creditors or other parties in interest in this chapter 11 case. Furthermore, Steeplechase or companies in which it has investments have in the past been, and may in the future be, represented by several attorneys and law firms in the legal community, some of whom may be involved in these proceedings. In addition, Steeplechase has worked, and will likely work in the future, with or against other professionals involved in this case in matters unrelated to this case. Steeplechase does not believe that any of the above relationships constitute actual conflicts, but may be “connections” within the meaning of Bankruptcy Rule 2014 and are therefore disclosed. The Debtor has been advised of the above “connections” and ha waived any conflicts. 12. The Debtor has numerous customers, creditors, and other parties with whom they may maintain business relationships, but that may not have been identified as creditors or other parties in interest in connection with the conflict check conducted by Steeplechase. Steeplechase will conduct an ongoing review of its electronic files to ensure that no disqualifying circumstances have arisen. 13. To the extent that Steeplechase discovers any additional parties, or enters into any new, material relationship with a party in interest, Steeplechase will supplement this disclosure to the court promptly. Other than as disclosed here, and to the best of my knowledge, Steeplechase has no other relationship with the Debtor.

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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 APPLICATION TO EMPLOY INVESETMENT BANK (STEEPLECHASE ADVISORS, LLC) This matter is before the court on the application by the above-captioned debtor (the “Debtor”) to employ Steeplechase Advisors, LLC (“Steeplechase”) in this chapter 11 case. It appears that it is necessary for the Debtor to employ an investment banker. It appears that the professionals selected by the Debtor does 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 Steeplechase as investment banker is approved. 2. Steeplechase is authorized, but not directed, to file monthly fee applications. Dated: William J. Fisher United States Bankruptcy Judge