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Full title: Amended application (re:5 Application to employ professional) filed by Tea Olive I, LLC. (Kinsella, Steven) (Entered: 01/19/2021)

Document posted on Jan 18, 2021 in the bankruptcy, 27 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. AMENDED APPLICATION BY DEBTOR TO EMPLOY CLAIMS, NOTICING, AND BALLOTING AGENT (DONLIN, RECANO & COMPANY, INC.) 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”) has filed a petition for reorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and requires the services of a claims, noticing, and balloting agent in the course of this case. 2. The Debtor wishes to employ Donlin, Recano & Company, Inc. (“Donlin Recano”), as its claims, noticing, and balloting agent. 3. This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334, Rule 2005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 1070-1. This is a core proceeding. The petition was filed on January 10, 2021 (the “Filing Date”). The case is now pending in this Court. 4. This Application arises under 11 U.S.C. §§ 327 and 328 and Bankruptcy Rule 2014. This Application is filed under Local Rules 2014-1 and 9013-4. The Debtor seeks an order authorizing the employment of Donlin Recano, effective as of the Filing Date, under the terms and conditions set forth in this Application, as more fully described in the Unsworn

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Declaration of Voorhies in Support of Application by Debtor to Employ Claims, Noticing, and Balloting Agent (the “Voorhies Declaration”), filed herewith. DONLIN’S QUALIFICATIONS 5. Donlin is one of the country’s leading chapter 11 administrators with extensive experience in noticing and claims processing. The Debtor has selected Donlin as the Noticing Agent in this case because of its abilities and experience serving in such capacity in chapter 11 cases of this size, as well as the reasonableness of its fees. Donlin has acted as the noticing agent in numerous recent chapter 11 cases of comparable or larger size, including In re Longview Power, LLC, et al., Case No. 20-10951 (BLS) (Bankr. D. Del. May 18, 2020) (approving retention of Donlin Recano as Administrative Agent); In re Alpha Entertainment LLC, Case No. 20-10940 (LSS) (Bankr. D. Del. April 15, 2020) (same); In re Borden Dairy Company, et al., Case No. 20-10010 (CSS) (Bankr. D. Del. Feb. 21, 2020) (same); In re Beauty Brands, LLC, et al., Case No. 19-10031 (CSS) (Bankr. D. Del. Feb. 22, 2019) (same); In re David’s Bridal, Inc., et al., Case No. 18-12635 (LSS) (Bankr. D. Del. Dec. 18, 2018) (same), In re Open Road Films, LLC, et al. (Case No. 18-12012 (LSS)); In re Velocity Holding Company, Inc., et al. (Case No. 17-12442) (KJC)); In re NSI Liquidation, Inc. (Case No. 19-11734 (BLS) (Bankr. D. Del. 2019); In addition, Donlin Recano has filled this role in other recent retail cases, such as In re TPS Oldco (The Paper Store) Case No. 20-40743 (CJP) (Bankr. D. Mass. 2020) In re BCBG Max Azria Global Holdings, LLC, et al., Case No. 17-10466 (SCC) (Bankr. S.D.N.Y. 2017); In re Limited Stores Company, LLC, et al., Case No. 17-10124 (KJC) (Bankr. D. Del. 2017); In re The Wet Seal, LLC, et al., Case No. 17 – 10229 (CSS) (Bankr. D. Del. 2017). Donlin is familiar with the procedures and protocol for the United States Bankruptcy Court for the District of Minnesota, as it currently serves as the claims, noticing, and balloting agent in cases in this jurisdiction. See In re Gander

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Mountain, No. 17-30673 (Bankr. D. Minn.), ECF No. 349; In re Minnesota School of Business and Globe University, No. 19-33623 (Bankr. D. Minn.), ECF No. 38. 6. The Debtor submits that Donlin Recano’s rates are competitive and reasonable given Donlin Recano’s quality of services and expertise. The terms of retention are further set forth in the Engagement Agreement included herewith as Exhibit A (the “Engagement Agreement”). SCOPE OF SERVICES 7. The services of Donlin Recano are appropriate and necessary to enable the Debtor to execute its duties as Debtor and Debtor in possession faithfully and to implement the successful execution of this case. Following the example of the Gander Mountain and Minnesota School of Business and Globe College cases, in which the debtors’ counsel consulted with the Clerk of Court and the U.S. Trustee regarding Donlin Recano’s role, the Debtor proposes that Donlin Recano be employed in this case to perform the following tasks (collectively, the “Claims, Noticing, and Balloting Services”), as well as quality control relating thereto: (a) For all notices, motions, and other pleadings or documents filed by the Debtor, (i) conduct service as appropriate and (ii) prepare and file or cause to be filed an affidavit or certificate of service within seven business days of service; (b) Prepare and maintain a creditor matrix and master service list; (c) Analyze claims and process claims-related data; (d) Monitor the Court’s docket for all notices of appearance, address changes, and claims-related pleadings and orders filed; (e) Maintain a case website and call center (and email inquiry service) for the benefit of all parties in interest; (f) Assist in the dissemination of information to the public and respond to requests for administrative information regarding the case;

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(g) Provide assistance with data processing and administrative functions, including (i) preparation and maintenance of the Debtor’ schedules of assets and liabilities and statement of financial affairs and (ii) the analysis and reconciliation of claims; (h) Provide such other claims analysis, noticing, and related administrative services as may be requested by the Debtor; (i) Provide balloting and solicitation services in connection with the solicitation process for any chapter 11 plan for which a disclosure statement has been approved by the Court; (j) Generate and provide claim reports and claim objection exhibits; (k) Manage the preparation, compilation, and mailing of documents to creditors and other parties in interest in connection with the solicitation of a chapter 11 plan; (l) Tabulate votes in connection with any plan filed by the Debtor and provide ballot reports to the Debtor and its professionals; (m) Generate a ballot certification and testify, if necessary, in support of the same; (n) Manage any distributions made pursuant to a confirmed plan; (o) Manage the publication of legal notices, if any, as requested by the Debtor; and (p) Provide such other balloting, solicitation, distribution and administrative services as may be requested by the Debtor. COMPENSATION 8. Prior to the Filing Date, the Debtor provided Donlin Recano a retainer in the amount of $50,000. The Debtor has agreed that Donlin Recano will hold the retainer in trust for application against its final allowed fees and the fees and expenses incurred in the several days prior to the Filing Date, which may not have been fully paid prior to filing. Because the petition in this case was filed on an emergency basis, the Debtor may have been unable to fully pay all fees and expenses incurred in the days immediately prior to the Filing Date in connection with the

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preparations for bankruptcy. In that event, in its first fee application, Donlin Recano will request approval of such fees and expenses and authorization to apply the retainer against such amounts. 9. Donlin Recano will keep reasonably detailed time records in 1/10th of an hour increments and will submit, with any interim or final fee application, together with the time records, a narrative summary of services rendered and will identify the category of services rendered and the amount of compensation requested. 10. The Engagement Agreement contains an indemnification provision. For the avoidance of doubt, Donlin Recano acknowledges and agrees that the Debtor shall not be required to indemnify Donlin Recano for any fees incurred in defending any fee application filed by Donlin Recano or filed on Donlin Recano’s behalf in this bankruptcy case, unless otherwise authorized by the Court. DONLIN’S DISINTERESTEDNESS 11. The Debtor has reviewed the Voorhies Declaration, and believes that, except as disclosed herein and in the Voorhies Declaration, Donlin Recano: (i) is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code; (ii) does not hold or represent an interest adverse to the Debtor’s estate in connection with any matter on which Donlin Recano will be employed, and (iii) neither Donlin Recano nor any of its employees has any connection with the Debtor, its creditors, the U.S. Trustee, or any party in interest in this chapter 11 case. In the event the United States Trustee, the Court, or other party asserts or is concerned that Donlin Recano is not disinterested, the Debtor requests that a hearing be scheduled. 12. Donlin Recano will conduct ongoing reviews of its files to ensure that no conflict or other disqualifying circumstances exist or arise. If any new facts or circumstances are

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discovered that would require disclosure, Donlin Recano will supplement its disclosure to the Court. 13. Prior to the Petition Date, Donlin Recano performed certain professional services for the Debtor in accordance with the Engagement Agreement. The Debtor was current or near current on amounts owed to Donlin Recano for services performed or expenses incurred prior to the Filing Date. As noted above, to the extent any amounts remain owed for services performed or expenses incurred in the days prior to the Filing Date, Donlin Recano will include and seek approval of such amounts in its first fee application. BASIS FOR RELIEF 14. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to court approval: [M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor’s] duties under this title. 11 U.S.C. § 327(a). 15. Bankruptcy Rule 2014(a) requires that an application for retention include: [S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. Fed. R. Bankr. 2014(a). 16. In light of the size and complexity of the Debtor’s chapter 11 case, the Debtor respectfully submit that Donlin Recano’s retention and employment pursuant to the terms of the Engagement Agreement, and effective as of the Filing Date, are both necessary and in the best

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interest of the Debtor’s estate and all parties in interest to these chapter 11 case. The Debtor also believes that the terms and conditions of the Engagement Agreement are reasonable in light of the hundreds of anticipated creditors and other parties in interest that will be involved in this chapter 11 case. 17. The Debtor proposes that Donlin Recano be authorized to file fee applications to be heard on 30-day intervals from the Filing Date. 18. No previous application has been made for employment of a claims agent. 19. This application has been served on the parties set out in Local Rule 2014-1(a). [Signature to Follow]

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WHEREFORE, the Debtor requests an order approving the employment of Donlin, Recano & Company, Inc. as claims, noticing, and balloting agent for the Debtor herein, effective as of the Filing Date. Dated: January 19, 2021 Matthew F. Whebbe Chief Manager of Tea Olive I, LLC d/b/a Stock+Field

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EXHIBIT A

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TERMS AND CONDITIONS Donlin, Recano & Company, Inc. (hereinafter called “DRC”) agrees to provide Tea Olive I, LLC d/b/a Stock+Field, including but not limited to any and all bankruptcy cases filed by any affiliate of Tea Olive I, LLC d/b/a Stock+Field (hereinafter called the “Client”) and Client agrees to purchase Services, (as defined below) upon the terms and conditions and other provisions stated herein. Client agrees and understands that none of the services constitute legal advice. 1. SERVICES: DRC agrees to provide the Client with consulting services regarding noticing and claims management and reconciliation, and any other services agreed upon by the parties or otherwise required by applicable law, government regulations, or court rules or orders. A more detailed description of the types of services offered by DRC, as well as the fees charged for such services, is annexed hereto as Schedule A. 2. CHARGES: All charges shall be based upon the time and materials incurred by DRC, billed at the DRC then prevailing standard rate unless another rate schedule is specifically and mutually agreed upon herein. DRC reserves its rights to adjust its standard rates in January of each year to reflect changes in the business and economic environment. In the event that rates are based other than on time and materials, and such other basis for rates is set forth herein, the Client agrees to pay, in addition to those rates, for all charges, incurred by DRC as a result of Client error or omission as determined by DRC. Such charges shall include but shall not be limited to re-runs and any additional clerical work, phone calls, travel expenses, or any other disbursements. When possible, DRC will notify Client in advance of any additional charges. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Client may be applied by DRC against any obligation owing by Client to DRC, and an acceptance by DRC of any partial payment shall not constitute a waiver of DRC's right to pursue the collection of any remaining balance. DRC requires advance deposits for all noticing, newspaper publishing or other significant expenditures as defined by DRC. In addition, Client shall reimburse DRC for all actual out-of-pocket expenses reasonably incurred by DRC. The out-of-pocket expenses may include, but are not limited to, postage, delivery services, travel, meals and other similar costs and expenses. In addition to all charges for services and materials hereunder, Client shall pay to DRC all taxes, however designated, levied or based that are applicable to this Agreement or are measured directly by payments made under this Agreement and are required to be collected by DRC or paid by DRC to taxing authorities. This provision, includes but is not limited to, sales, use and excise taxes, but does not include personal property taxes or taxes based on net income. In the event the Client files for protection pursuant to chapter 11 of title 11 of the United States Code, the parties intend that DRC shall be employed pursuant to 28 U.S.C §156(c), and that all fees and expenses due under this agreement shall be paid as administrative expenses of the Client’s chapter 11 estate(s). In the event the Client’s bankruptcy case(s) is converted to a chapter 7 case(s), any unpaid fees and costs with respect to this Agreement shall be treated as a chapter 11 administrative expense claim.

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transported at the Client's risk and expense to and from the DRC office. In the event the Client fails to deliver the input data to DRC at the time scheduled, the Client agrees that DRC may extend, as necessary, the time for the completion of processing of such data. Client further agrees that the time for the completion or processing of such data may be extended because of the following holidays in addition to any Bank holidays recognized in the city in which DRC is located: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. In any event, DRC does not warrant or represent that shipment or availability dates will be met, but will use its best efforts to do so. If DRC is required to stay open to perform required tasks on such days, an additional mutually agreed upon cost may be required by DRC. 4. EVERGREEN RETAINER & INVOICES: At the commencement of this engagement, the Client shall pay to DRC an advance payment retainer (the “Retainer”) in the amount of $50,000. The Retainer shall be an “evergreen” retainer and shall be applied to the payment of the final invoice from DRC for this engagement. DRC may apply the Retainer to any other invoice in its absolute discretion, and upon notice thereof from DRC, the Client shall replenish the Retainer. Invoices for pre-petition services shall be paid in full, and may be satisfied, in the absolute discretion of DRC, out of the Retainer, which shall be replenished upon notice thereof to the Client. DRC, in its absolute discretion, may suspend or discontinue services after filing of a petition if pre-petition invoices are not paid in full, or if the Retainer is not replenished when request therefore is made. DRC may require the Client to increase the Retainer if the average amount of monthly invoices for three consecutive months is 10% greater than the amount of the Retainer. Client shall pay the charges set forth in Schedule A, attached hereto. DRC shall invoice the Client monthly for all services rendered during the preceding month. Charges for a partial month's service shall be prorated based on a thirty (30) day month. Terms are net 20 days following the date of billing. Failure to pay any fees, costs or other amounts to DRC shall be a breach of this Agreement (a “Failure to Pay”). Notwithstanding anything else contained in this Agreement, in the event of a Failure to Pay, DRC reserves the right to withhold reports and materials of the Client, in addition to all other remedies available to DRC. Upon a Failure to Pay, DRC may assess a late charge at a rate of one and one-half percent (1-1/2%) per month or the highest rate permitted by law, whichever is less, on all unpaid amounts until paid in full. DRC shall also have the right, at its option, to terminate this agreement for non payment of invoices after 30 days from the date unpaid invoices are rendered (a “Non-Payment Breach”). If the invoice amount is disputed, notice shall be given to DRC within ten (10) days of receipt of the invoice by the Client. The undisputed portion of the invoice will remain due and payable. Late charges shall not accrue on any amounts in dispute. Notwithstanding anything contained in this agreement to the contrary, a Failure to Pay shall under no circumstances be construed as an agreement by DRC to reduce or waive DRC’s fees and expenses. The Client shall not agree or otherwise consent to a unilateral reduction or waiver of DRC fees and expenses without the explicit written consent of DRC and any such agreement or consent to such reduction or waiver by the Client without DRC’s explicit written consent shall be deemed null and void and constitute a breach of this Agreement (a “Material Breach”). Notwithstanding anything contained in this agreement to the contrary, upon the occurrence of a Material Breach, DRC shall have the right, at its option, to terminate this agreement upon five (5) business days notice to the Client. 5. STORAGE: Client shall assume the risks and DRC shall not be responsible for any damages, liability or expenses incurred in connection with any delay in delivery of or damage to cards, disks, magnetic

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responsibility. Forms storage at DRC beyond a normal 90 day supply will be billed at standard warehousing rates established by DRC. 6. E-MAIL COMMUNICATIONS: DRC and the Client and its agents acknowledge that they may wish to communicate electronically with each other at a business e-mail address. However, the electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. Accordingly, each party agrees to use commercially reasonable procedures to check for the then most commonly known viruses and to check the integrity of data before sending information to the other electronically, but each party recognizes that such procedures cannot be a guarantee that transmissions will be virus-free. It remains the responsibility of the party receiving an electronic communication from the other to carry out a virus check on any attachments before launching any documents, whether received on disk or otherwise. 7. SUPPLIES: All supplies shall be furnished at Client's expense. 8. WARRANTY AND RELIANCE: Client acknowledges and agrees that DRC will take direction from the Client’s representatives, employees, agents and/or professionals (collectively, the “Client Parties”) with respect to services being provided under this Agreement. Client and DRC agree that DRC may rely upon, and the Client agrees to be bound by, any requests, advice or information provided by the Client Parties to the same extent as if such requests, advice or information were provided by the Client. DRC shall have the right to rely on the accuracy of all data provided by the Client and the Client Parties to DRC. Client is responsible for the accuracy of all programs, data and other information it submits to DRC. The DRC warranty under this agreement shall be limited to the re-running at its expense, of any inaccurate reports provided that such inaccuracies were caused solely as a result of performance hereunder and provided further that DRC shall receive written notice of such inaccuracies within thirty (30) days of delivery of such report. If said notice is not made to DRC within the prescribed time limit Client is due and liable for all charges. Client agrees that the foregoing constitutes the exclusive remedy available to it. 9. TERM: This agreement shall be effective from the date upon which it is accepted by DRC as set forth herein and shall remain in force until terminated by either party upon thirty days’ written notice to the other party or by DRC upon occurrence of a Non-Payment Breach or a Material Breach, as defined in paragraph 4 above. In the event that a chapter 7 trustee, chapter 11 trustee or chapter 11 liquidating trustee is appointed, this agreement will remain in effect until an order of the Bankruptcy Court is entered discharging DRC from service and responsibility under this Agreement. The payment obligation and the indemnity obligation set forth in sections 4 and 11 herein, respectively, shall survive termination of this Agreement. In the event this Agreement is terminated, DRC shall coordinate with the Client and, to the extent applicable, the Office of the Clerk of the Bankruptcy Court, for an orderly transfer of record keeping functions and shall provide all necessary staff, services and assistance required for such orderly transfer. Client agrees to pay for such services in accordance with DRC’s then existing fees for such services. If termination of this Agreement occurs following entry of an order by the Bankruptcy Court

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an order (in form and substance reasonably acceptable to DRC) that discharges DRC from service and responsibility under this Agreement and 28 U.S.C. § 156 (c). 10. TERMS OF AGREEMENT: The terms of this Agreement prevail over any and all terms contained in Client's purchase order or authorization and no waiver, discharge, or modification of the terms of this Agreement shall bind DRC unless in writing and signed by an authorized representative of DRC. 11. INDEMNIFICATION: The Client shall indemnify and hold DRC and its affiliates, officers, directors, agents, employees, consultants, and subcontractors (collectively, the “Indemnified Parties”) harmless, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs, obligations, judgments, causes of action, charges (including, without limitation, costs of preparation and attorneys’ fees) and expenses as incurred (collectively, “Losses”), arising out of or relating to (a) this Agreement or DRC’s rendering of services pursuant hereto (including any erroneous instructions or information provided to DRC by the Client or the Client Parties for use in providing services under this Agreement), (b) any breach or alleged breach of this Agreement by Client, or (c) any negligence or willful or reckless actions or misconduct of Client or Client Parties with respect to this Agreement, other than Losses resulting solely from DRC’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, “Losses” includes any liabilities resulting from claims by third persons against any Indemnified Parties. The Client shall notify DRC in writing promptly of the institution, threat or assertion of any claim of which the Client is aware with respect to the services provided by DRC under this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of DRC and shall survive the termination of this Agreement until the expiration of all applicable statutes of limitation with respect to DRC’s liabilities. 12. CONFIDENTIALITY: Each of DRC and the Client, on behalf of themselves and their respective employees, agents, professionals and representatives, agrees to keep confidential all non-public records, systems, procedures, software and other information received from the other party in connection with the services provided under this Agreement; provided, however, that if either party reasonably believes that it is required to produce any such information by order of any governmental agency or other regulatory body, it may, upon not less than five (5) business days’ written notice to the other party, release the required information. 13. OWNERSHIP OF PROGRAMS: Unless otherwise agreed in writing, all programs developed by DRC in connection with any services to be performed under this Agreement shall remain the sole property of DRC. All programs and/or systems documentation in the possession of DRC which DRC has agreed in writing to return to the Client, prepared for the Client by DRC, shall be returned to the Client upon demand providing all charges for such programming and/or systems documentation have been paid in full. 14. SYSTEMS IMPROVEMENTS: DRC’s policy is to provide continuous improvements in the quality of service to its clients. DRC, therefore, reserves the right to make changes in operating

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accessibility, equipment, and the DRC data center serving the Client, so long as any such changes do not materially interfere with ongoing services provided to the Client in connection with the Client’s chapter 11 case. 15. UNUSUAL MEASURES: Where the Client requires measures that are unusual and beyond the normal business practice and hours of DRC such as, but not limited to, CPA Audit, Errors and Omissions Insurance, and/or Off-Premises Storage of Data, the cost of such measures, if provided by DRC, shall be charged to the Client. Said charges may be required in advance if DRC deems it appropriate. 16. JURISDICTION. In the event that Client commences a case under title 11 of the United States Code, this Agreement shall be subject to approval by the United States Bankruptcy Court for the district in which the Client commences its case (the "Bankruptcy Court") and such court shall retain jurisdiction over all matters regarding this Agreement. 17. FORCE MAJEURE. Whenever performance by DRC of any of its obligations hereunder is substantially prevented by reason of any act of God, strike, lock out or other industrial or transportational disturbance, fire, lack of materials, law, regulation or ordinance, war or war conditions, or by reasons of any other matter beyond DRC’s reasonable control, then such performance shall be excused and this Agreement shall be deemed suspended during the continuation of such prevention and for a reasonable time thereafter. 18. NOTICE. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, or sent by registered mail, postage prepaid, or overnight courier. Any such notice shall be deemed given when so delivered personally, or, if mailed, five days after the date of deposit in the United States mail, or, if sent by overnight courier, one business day after delivery to such courier, as follows: if to DRC, to: Donlin, Recano & Company, Inc., 6201 15th Avenue, Brooklyn, NY 11219, Attention: Nellwyn Voorhies, Esq.; if to the Client, to: Fredrikson & Byron, P.A., 200 South Sixth Street, Suite 4000, Minneapolis, MN 55402, Attention: Clinton E. Cutler, Esq. 19. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to its conflict of laws provisions). 20. SEVERABILITY. All clauses and covenants contained in this Agreement are severable and in the event any of them are held to be invalid by any court, such clause or covenant shall be valid and enforced to the maximum extent as to which it may be valid and enforceable, and this Agreement will be interpreted as if such invalid clauses or covenants were not contained herein.

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shall bind and inure to the benefit of any successors or assigns thereto. 22. GENERAL: The terms and conditions of this Agreement may be modified by DRC upon one (1)month's prior written notice to Client. Client will not employ any DRC employee within two (2) yearsfrom the termination of this Agreement. The term "this Agreement" as used herein includes any futurewritten amendments, modifications, supplements or schedules duly executed by Client and DRC. ThisAgreement contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one in the same instrument. A facsimile copy,photocopy or imaged copy of this Agreement shall be considered an original copy. The Client shallfile an application with the Bankruptcy Court seeking approval of this Agreement (the “Application”),the form and substance of which shall be reasonably acceptable to DRC. If an order is enteredapproving such Application (the “Order”), any discrepancies between this Agreement, the Applicationand the Order shall be controlled by the Application and Order. Accepted and Approved: Donlin, Recano & Company, Inc. 6201 15th Avenue Brooklyn, New York 11219 By: _____________________________________ Signature: _____________________________________ Title: _____________________________________ Date: _____________________________________ Accepted and Approved: Tea Olive I, LLC d/b/a Stock+Field By: __M__a_t_th_e_w_ _F_._ W__h_e_b_b_e___________________ Signature: _____________________________________ Title: __C_h_a_i_r_m_a_n_ _an_d_ _C_h_i_e_f _E_x_e_c_u_ti_v_e_ O__ff_i_c_er_____ January 9, 2021 Date: _____________________________________

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understanding it and agrees to be bound by its terms and conditions and further agrees that it is the complete and exclusive statement of the Agreement between the parties, which supersedes all proposals oral or written and other prior communications between the parties relating to the subject matter of this Agreement.

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Tea Olive I, LLC d/b/a Stock+Field Fee Schedule Professional Service Hourly Rates Executive Management No charge Senior Bankruptcy Consultant $175 - $205 Case Manager $160 - $175 Consultant/Analyst $130- $155 Technology/Programming Consultant $95 - $120 Clerical $35 - $45 Noticing Service Laser Printing/ Photocopies $.10 per Image Personalization/ Labels WAIVED Fax (Incoming) WAIVED Fax Noticing $.08 per Page Postage and Overnight Delivery At Cost Electronic Noticing WAIVED Publication Services At Cost Solicitation, Balloting, Schedule/SOFA Print and Mail Ballots/Plan Disbursements Print/hourly fees above – Plan/DS media varieSet-up Tabulation & Vote Verification $90 - $195 as needed Public Securities Solicitation $90 - $225 per Hour Schedule/SOFA preparation $90 - $225 per Hour Claims Docketing and Management Website Development WAIVED Web Hosting WAIVED Creditor Data Storage/ Electronic Document Storage $.08 per record monthly Document Imaging $.08 per Image Electronic Claims filing No Set-up charge or per claim charge Data Room Services DRC DocuLinks™ Virtual Data Room Services Hosting WAIVED Data Room Development $90 per Hour Miscellaneous Escrow Agent Services Competitive Interest Rates Out-of-Pocket Expenses (including any required travel) At Cost Call Center Operators $65 per hour

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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 NELLWYN VOORHIES IN SUPPORT OF JOINT APPLICATION BY DEBTOR TO EMPLOY CLAIMS, NOTICING, AND BALLOTING AGENT (DONLIN, RECANO & COMPANY, INC.) Nellwyn Voorhies makes the following declaration in support of the Application by Debtor to Employ Claims, Noticing, and Balloting Agent (Donlin, Recano & Company, Inc.) (the “Application”)1 and in compliance with 11 U.S.C. § 329(a), Rule 2016(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rule 1007-1. 1. I am the President of Donlin, Recano & Company, Inc. (“Donlin Recano”), a chapter 11 administrative services firm, whose offices are located at 6201 15th Avenue, Brooklyn, New York 11219. 2. I submit this Declaration in support of the Application. Except as otherwise noted, I have personal knowledge of the facts contained in this Declaration. 3. Donlin Recano has acted as claims, noticing, and balloting agent in numerous recent chapter 11 cases of comparable size, including In re Longview Power, LLC, et al., Case No. 20-10951 (BLS) (Bankr. D. Del. May 18, 2020) (approving retention of Donlin Recano as Administrative Agent); In re Alpha Entertainment LLC, Case No. 20-10940 (LSS) (Bankr. D. 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.

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Del. April 15, 2020) (same); In re Borden Dairy Company, et al., Case No. 20-10010 (CSS) (Bankr. D. Del. Feb. 21, 2020) (same); In re Beauty Brands, LLC, et al., Case No. 19-10031 (CSS) (Bankr. D. Del. Feb. 22, 2019) (same); In re David’s Bridal, Inc., et al., Case No. 18-12635 (LSS) (Bankr. D. Del. Dec. 18, 2018) (same), In addition, Donlin Recano has filled this role in other recent retail cases, such as In re TPS Oldco (The Paper Store) Case No. 20-40743 (CJP) (Bankr. D. Mass. 2020) In re BCBG Max Azria Global Holdings, LLC, et al., Case No. 17-10466 (SCC) (Bankr. S.D.N.Y. 2017); In re Limited Stores Company, LLC, et al., Case No. 17-10124 (KJC) (Bankr. D. Del. 2017); In re The Wet Seal, LLC, et al., Case No. 17 – 10229 (CSS) (Bankr. D. Del. 2017). Donlin is familiar with the procedures and protocols for the United States Bankruptcy Court for the District of Minnesota, as it previously served as the claims, noticing, and balloting agent in the following cases in this jurisdiction. See In re Gander Mountain, No. 17-30673 (Bankr. D. Minn.), ECF No. 349; In re Minnesota School of Business and Globe University, Inc., No. 19-33623 (Bankr. D. Minn.), ECF No. 38. 4. The Debtor retained Donlin Recano to perform various claims, noticing, and balloting services, as more specifically identified in the Application. In performing such services, Donlin Recano will charge the rates set forth in Schedule A to the Engagement Agreement attached to the Application as Exhibit A. The rates set forth therein are as favorable and reasonable as the prices Donlin Recano currently charges in cases in which it has been retained to perform similar bankruptcy-related services. 5. To the best of my knowledge and belief, and based solely on upon information provided to me by the Debtor, and except as provided herein, neither Donlin Recano, nor any employee of Donlin Recano, holds or represents any interest materially adverse to the Debtor, its estate, or its creditors with respect to this matter.

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6. To the best of my knowledge and belief, and based solely on upon information provided to me by the Debtor, and except as provided herein, neither Donlin Recano, nor any employee of Donlin Recano, has any connections to the Debtor, its creditors or equity holders, or other relevant parties, its respective attorneys and accountants, any United States Bankruptcy Judge for the District of Minnesota, the U.S. Trustee for the District of Minnesota, or any person employed by that office of the U.S. Trustee, that would conflict with the scope of Donlin Recano’s retention or would create any interest adverse to the Debtor’s estate or any other party in interest. 7. The Debtor’s chapter 11 counsel has provided me with a list of the Debtor’s creditors and other parties in interest (the “Conflicts List”) that it received from the Debtor. I have caused an examination of these records to be made to determine which, if any, of the parties on the Conflicts List Donlin Recano may have represented in the past or may be representing at the present time in totally unrelated matters and Donlin Recano has not worked with any creditors or other parties in interest on the Conflicts List. 8. To the extent I become aware of Donlin Recano having worked with any vendors or other creditors of the Debtor, I will file a supplemental declaration advising the Court of the same. To the extent that Donlin Recano discovers any other material facts bearing on the matters described herein, Donlin Recano will supplement the information contained herein. 9. Notwithstanding anything contained herein, as part of its diverse business, Donlin Recano is the noticing, claims, and balloting agent for debtors in numerous cases involving many different creditors (including taxing authorities), professionals, including attorneys, accountants, investment bankers, and financial consultants, some of which may be creditors or represent creditors and parties in interest in this chapter 11 case. In addition, Donlin Recano has in the

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past and likely will in the future continue working with or against other professionals involved in this chapter 11 case in matters unrelated to this chapter 11 case. Based upon my current knowledge of the parties involved, and to the best of my knowledge, none of these business relations constitute interests adverse to that of the creditors, or the Debtor’ estate, with respect to this matter. Additionally, Donlin Recano employees may, in the ordinary course of their personal affairs, have relationships with certain creditors of the Debtor. However, to the best of my knowledge, such relationships, to the extent they exist, are of a personal nature and completely unrelated to this chapter 11 case. 10. Certain of Donlin Recano’s professionals were formerly employed by firms that may provide professional services to parties in interest in this case. Such firms include Paul, Weiss, Rifkind, Wharton & Garrison, LLP, Skadden, Arps, Slate, Meagher & Flom LLP, Sheppard, Mullin, Richter & Hampton LLP, Baker & McKenzie LLP, Clifford Chance, Hughes Hubbard & Reed LLP, Davis Polk & Wardwell LLP, Leven Neale, Bender, Yoo & Brill LLP, Law Offices of David Carlebach, Blank Rome LLP, Anderson Kill, Willkie Farr & Gallagher LLP, Dechert LLP, Pryor Cashman LLP, Kurtzman Carson Consultants LLC, Epiq Bankruptcy Solutions, LLC, Rust Omni, Klehr Harrison Harvey Branzburg LLP, Whiteford Taylor Preston, Buchanan Ingersoll & Rooney, PC and Wells Fargo Bank. These professionals did not work on any matters involving the Debtor while employed by their previous firms. Moreover, these professionals were not employed by their previous firms when this chapter 11 case was filed. 11. Donlin Recano is an affiliate of American Stock Transfer & Trust Company, LLC (“AST”). AST is a global financial communications and stakeholder management company. Within the AST corporate structure, Donlin Recano operates as a separate and independent legal entity. Given the legal and operational separateness of Donlin Recano from AST, Donlin

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Recano does not believe that any relationships that AST and its affiliates maintain would create an interest of Donlin Recano that would be materially adverse to the Debtor’s estate or any class of creditors or equity security holders. 12. In sum, based upon the information available to me, I believe that Donlin Recano is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code. 13. Donlin Recano was engaged by the Debtor before the filing of this case. Prior to that engagement, Donlin Recano did not provide any services to the Debtor. Prior to Filing Date, the Debtor provided Donlin Recano a retainer in the amount of $50,000. The Debtor agreed that Donlin Recano will hold its retainer in trust for application against its final allowed fees and expenses and any fees and expenses incurred immediately prior to the Filing Date, which may not have been fully paid prior to filing. To the extent such fees and expenses went unpaid, Donlin Recano will request, in its first fee application, approval of these fees and expenses and authorization to apply the retainer against such amounts. 14. No promises have been received by Donlin Recano or, to the best of my knowledge after due inquiry, any employee thereof, as to payment or compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. Donlin Recano has no agreement with any other entity to share with such entity any compensation received by Donlin Recano or by such entity. 15. Donlin Recano requests that it be authorized to file fee applications monthly, as the Debtor requested in the Application. 16. The Engagement Agreement contains an indemnification provision. Donlin Recano acknowledges and agrees that the Debtor shall not be required to indemnify Donlin

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Recano for any fees incurred in defending any fee application filed by Donlin Recano or filed on Donlin Recano’s behalf in this bankruptcy case, unless otherwise authorized by the Court. 17. Donlin Recano is aware of the conflict and disgorgement rules regardingrepresentation of Debtor in chapter 11 cases and has the financial ability to return fees if the Court so orders at any point in this case. 18. I declare under penalty perjury that the foregoing is true and correct to the best ofmy knowledge, information, and belief. Dated: Nellwyn Voorhies President Donlin, Recano & Company, Inc.

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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 JOINT APPLICATION BY DEBTOR TO EMPLOY CLAIMS, NOTICING, AND BALLOTING AGENT (DONLIN, RECANO & COMPANY, INC.) This matter is before the court on the Application to Employ Claims, Noticing, and Balloting Agent (Donlin, Recano & Company, Inc.) (the “Application”) filed by the above-captioned debtor (the “Debtor”). It appears necessary for the Debtor to employ a claims, noticing, and balloting agent. It appears that the professional selected by the Debtor to fill this role does not hold or represent an interest adverse to the estate, and that it is disinterested within the meaning of 11 U.S.C. § 327(a). IT IS ORDERED: 1. The Application is granted. 2. The Debtor is hereby authorized to employ and retain Donlin, Recano & Company, Inc. (“Donlin Recano”) as is claims, noticing, and balloting agent, all as contemplated by the Application and on the terms provided in the Engagement Agreement attached as Exhibit A to the Application. 3. As provided in Local Rule 2014-1, this order approving Donlin Recano’s employment and retention is effective as of the Debtor’s bankruptcy filing date of January 10, 2021, which is the date the Application was filed. 4. Donlin Recano is authorized to render the following claims, noticing, and

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balloting services: (a) For all notices, motions, and other pleadings or documents filed by the debtor, (i) conduct service as appropriate and (ii) prepare and file or cause to be filed an affidavit or certificate of service within seven business days of service; (b) Prepare and maintain a creditor matrix and master service list; (c) Analyze claims and process claims-related data; (d) Monitor the Court’s docket for all notices of appearance, address changes, and claims-related pleadings and orders filed; (e) Maintain a case website and call center (and email inquiry service) for the benefit of all parties in interest; (f) Assist in the dissemination of information to the public and respond to requests for administrative information regarding the case; (g) Provide assistance with data processing and administrative functions, including (i) preparation and maintenance of the debtor’ schedules of assets and liabilities and statement of financial affairs and (ii) the analysis and reconciliation of claims; (h) Provide such other claims analysis, noticing, and related administrative services as may be requested by the debtor; (i) Provide balloting and solicitation services in connection with the solicitation process for any chapter 11 plan for which a disclosure statement has been approved by the Court; (j) Generate and provide claim reports and claim objection exhibits; (k) Manage the preparation, compilation, and mailing of documents to creditors and other parties in interest in connection with the solicitation of a chapter 11 plan; (l) Tabulate votes in connection with any plan filed by the debtor and provide ballot reports to the debtor and its professionals; (m) Generate a ballot certification and testify, if necessary, in support of the same; (n) Manage any distributions made pursuant to a confirmed plan; (o) Manage the publication of legal notices, if any, as requested by the debtor; and

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(p) Provide such other balloting, solicitation, distribution and administrative services as may be requested by the debtor. 5. Donlin Recano shall make all reasonable efforts to avoid any inappropriate duplication of services provided by any of the Debtor’s other retained professionals in this chapter 11 case. 6. Donlin Recano shall be compensated for its services and reimbursed for any reasonable and necessary expenses and disbursements in accordance with the rates (as adjusted from time to time) and disbursement policies as set forth in the Application and Engagement Agreement, and in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable order of this Court. 7. Donlin Recano is authorized to hold its prepetition retainer during this chapter 11 case as security for the payment of fees and expenses under the Engagement Agreement. 8. Donlin Recano is authorized to file fee applications to be heard on 30-day intervals from the bankruptcy filing date. 9. The Debtor and Donlin Recano are authorized and empowered to take all actions necessary to implement the relief granted in this order. 10. This Court retains exclusive jurisdiction to hear and determine all matters arising from or related to the implementation and/or interpretation of this Order. Dated: William J. Fisher United States Bankruptcy Judge