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Full title: Application to employ Heller, Draper & Horn, L.L.C. as Counsel filed by Official Committee of Unsecured Creditors. Supporting affidavit or verified statement of professional person, Proof of service, Proposed order. (Draper, Douglas) (Entered: 01/22/2021)

Document posted on Jan 21, 2021 in the bankruptcy, 24 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

P. 2014 and 2016, and Local Rule 2014-1, authorizing the Committee to retain and employ the law firm of Heller, Draper & Horn, L.L.C. (“Heller Draper” or “Firm”) as its bankruptcy counsel in all matters pertaining to the above-referenced Chapter 11 case.I am a member of the law firm of Heller, Draper & Horn, L.L.C. (“Heller Draper” or “Firm”), with offices at 650 Poydras Street, Suite 2500, New Orleans, Louisiana 70130.I am authorized to make this declaration (the “Declaration”) on behalf of Heller Draper, and the Declaration is submitted pursuant to Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure in support of the Application to Employ Heller, Draper & Horn, L.L.C. as Legal Counsel for the Official Committee of Unsecured Creditors Effective as of January 19, 2021 (the “Application”) for an order pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. BASSFORD HELLER, DRAPER & HORN, L.L.C. AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS This matter came before the Court on the Application to Employ Heller, Draper & Horn, L.L.C. as Legal Counsel for the Official Committee of Unsecured Creditors Effective as of January 19, 2021, (the “Committee”), for the bankruptcy case of Tea Olive I, LLC d/b/a Stock+Field.Pursuant to 11 U.S.C. §§ 328(a) and 1103, the Committee is authorized to employ and to retain Heller, Draper & Horn, L.L.C., to serve as its counsel in the above-captioned case, effective retroactively as of January 19, 2021, nunc pro tunc, and pursuant to the terms set forth in the Application;

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock & Field Case No. 21-30037 (WJF) Debtor Chapter 11 APPLICATION TO EMPLOY HELLER, DRAPER & HORN, L.L.C. AS LEGAL COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS EFFECTIVE AS OF JANUARY 19, 2021 TO: UNITED STATES BANKRUPTCY JUDGE AND THE UNITED STATES TRUSTEE: The Official Committee of Unsecured Creditors (the “Committee”) of Tea Olive I, LLC d/b/a Stock & Field (the “Debtor”) respectfully submits this application (“Application”) seeking entry of an order, under 11 U.S.C. §§ 327, 328, and 1103, Fed R. Bankr. P. 2014 and 2016, and Local Rule 2014-1, authorizing the Committee to retain and employ the law firm of Heller, Draper & Horn, L.L.C. (“Heller Draper” or “Firm”) as its bankruptcy counsel in all matters pertaining to the above-referenced Chapter 11 case. In support of its Application, the Committee relies on the Declaration of Douglas S. Draper (the “Declaration”) attached hereto as Exhibit A. In addition, the Committee respectfully represents: JURISDICTION AND AUTHORITY 1. The Court has jurisdiction to consider this Application pursuant to 28 U.S.C. §§ 157 and 1334, and Bankruptcy Rule 5005 and Local Rule 1070-1. This is a core proceeding pursuant to 28 U.S.C. § 157(b), and venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory bases for the relief sought are §§ 327, 328, and 1103 of title 11 of the United States Code (as amended, the “Bankruptcy Code”), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Local Rule 2014-1.

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BACKGROUND 3. The Chapter 11 Debtor in this case is Tea Olive I, LLC d/b/a Stock & Field. The petition commencing this case was filed on January 10, 2021 (the “Chapter 11 Case”). 4. On January 13, 2021, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditors [Dkt. #37]. On January 19, 2021, filed was an amended appointment, adding additional members to the Committee [Dkt. #59]. The Committee members include: (i) Cam2 International, (ii) MWI Veterinary Supply, (iii) Needleart World, LLC, (iv) Under Armour, Inc., (v) STORE Master Funding XV, LLC and STORE Master Funding XVI, LLC, (vi) Valassis Communications, Inc., and (vii) True Media, LLC. As of the date of this Application, Chantel Lambert is the Committee Chair. 5. On January 19, 2021, the Committee informed Heller Draper, that the Committee selected the Firm to serve as its bankruptcy counsel, subject to this Court’s approval. The Committee believes that Heller Draper possesses extensive knowledge and skill in the areas of law relevant to the Chapter 11 Case and that Heller Draper is well qualified to represent the Committee’s interests. RELIEF REQUESTED AND BASIS THEREFORE 6. By this Application, the Committee requests entry of an order approving and authorizing the employment and retention of Heller Draper to serve as general bankruptcy counsel for the Committee, nunc pro tunc, effective as of January 19, 202, as agreed to in the attached Engagement Agreement. See Exhibit B. The Committee maintains that retroactive approval is appropriate under the circumstances because of: (1) the short duration of time between the retention and the filing of this Application; and (2) the need for counsel’s services immediately

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upon its retention by the Committee. As such, retroactive relief is appropriate under the circumstances. 7. The Committee selected Heller Draper as its counsel because of the Firm’s experience in the field of bankruptcy and business reorganizations under Chapter 11 of the Bankruptcy Code. Heller Draper has represented debtors, various committees, and other parties-in-interest in cases of national significance across the country and is well qualified to act as attorneys for the Committee. 8. The Committee requires knowledgeable counsel to render these professional services. As noted above, Heller Draper has substantial expertise in all of these areas. Accordingly, Heller Draper is equipped to provide a range of services to the Committee, including, but not limited to, the following: a. Advise the Committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Local Rules; b. Assist and advise the Committee in its consultation with the Debtor relative to the administration of the Chapter 11 Case; c. Attend meetings and negotiate with the representatives of the Debtor and other parties-in-interest; d. Assist and advise the Committee in its examination and analysis of the conduct of the Debtor’s affairs; e. Assist and advise the Committee in connection with any sale and/or liquidation of the Debtor’s assets pursuant to section 363 of the Bankruptcy Code; f. Assist the Committee in the review, analysis, and negotiation of any chapter 11 plan(s) of reorganization or liquidation that may be filed and assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any such plan(s); g. Assist the Committee in analyzing the claims asserted against and interests asserted in the Debtor, in negotiating with the holders of such claims and interests, and in bringing, participating in, or advising the Committee with respect to contested matters and adversary proceedings, including

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objections or estimation proceedings, with respect to such claims or interests; h. Assist with the Committee’s review of the Debtor’s Schedules of Assets and Liabilities, Statement of Financial Affairs and other financing reports prepared by the Debtor, and the Committee’s investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and of the historic and ongoing operation of the Debtor’s business; i. Assist the Committee in its analysis of, and negotiations with, the Debtor or any third party related to, among other things, cash collateral issues, financings, compromises of controversies, assumption or rejection of executory contracts and unexpired leases, and matters affecting the automatic stay; j. Take all necessary action to protect and preserve the interests of the Committee, including (i) possible prosecution of actions on its behalf; and (ii) if appropriate, negotiations concerning all litigation in which the Debtor is involved; k. Generally prepare, on behalf of the Committee, all necessary motions, applications, answers, orders, reports, replies, responses and papers in support of positions taken by the Committee; l. Appear, as appropriate, before this Court, the appellate courts, and the United States Trustee, and protect the interests of the Committee before those courts and before the United States Trustee; and m. Perform all other necessary legal services in this Chapter 11 Case. 9. Heller Draper intends to work closely with the Debtor’s representatives and the other professionals retained by the Committee to ensure that there is no unnecessary duplication of services performed or charged to the Debtor’s estate. The Committee intends to monitor and direct the services to be provided to maximize efficiencies and promote economy of efforts for the benefit of the estate. TERMS OF RETENTION 10. The Committee has chosen Heller Draper as its counsel in this Chapter 11 Case. It is Heller Draper’s understanding and agreement that the Firm has been retained to represent only

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the Committee and not to represent any individual members of the Committee or any individual creditors in connection with any claims against the Debtor. 11. Subject to this Court’s approval and in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the Orders and Rules of this Court, the Committee requests that Heller Draper be compensated on an hourly basis, and be reimbursed for the actual, necessary expenses it incurs. 12. The lead counsel for this matter is Douglas S. Draper at the hourly rate of $500.00. Other persons who will assist in the representation and their rates are as follows: Leslie A. Collins $425.00 Greta M. Brouphy $400.00 Associates $350.00 Paralegals $125.00 13. In no event shall the blended rate for Heller Draper and local counsel exceed $400.00. To the extent the bill exceeds the blended rate of $400.00, reductions to Heller Draper’s bill shall be made. Heller Draper and the Committee understand that local counsel will need to be engaged pursuant to local rules of this jurisdiction. 14. Heller Draper submits that such rates are reasonable in light of the quality of the services being provided and the specialized nature of the services being provided. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. 15. It is Heller Draper’s standard policy, in all areas of practice, to charge clients for certain expenses incurred in connection with the client’s case. The Committee requests that all fees and related expenses incurred by Heller Draper on account of services rendered by Heller Draper in the Chapter 11 Case be paid as administrative expenses of the estate pursuant to Sections 328,

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330(a), 331, 503(b), and 507(a)(1) of the Bankruptcy Code. Heller Draper will seek to be reimbursed for all expenses, including administrative costs reasonably incurred in the performance of services (e.g., telephone conference call charges, faxes, overnight delivery charges, mileage, air fare, after- hours or weekend air conditioning charges imposed by the office building lessor, hotel expenses, meals, copying, clerical overtime, miscellaneous travel expenses, etc.) at the actual cost to Heller Draper for charges by third party vendors without markup or at rates charged to similarly-situated clients for internal costs such as copying, overtime, etc. 16. The Committee proposes that Heller Draper be authorized to file fee applications every 30 days to be heard on 30-day intervals from the filing date. The Committee and Heller Draper acknowledge that, if any fees or costs distributed to Heller Draper or other professionals are subsequently disallowed, the professionals must agree that such fees and costs are subject to disgorgement, and the professionals must assure their ability and willingness to disgorge the same. Heller Draper understands and agrees that, if aggregate interim payments made to Heller Draper exceed the amount that is ultimately allowed to Heller Draper, Heller Draper will be required to, and will, promptly repay the entire difference to the Debtor’s estate. 17. In accordance with Bankruptcy Rule 2016(b), Heller Draper has not shared, or agreed to share, any compensation received in connection with the Chapter 11 Case with any other entity. DISINTERESTEDNESS 18. Heller Draper does not hold or assert a pre-petition claim against the Debtor, and Heller Draper is not otherwise a creditor of the Debtor. To the best of the Committee’s and Heller Draper’s knowledge, information, and belief, and as set forth in the Declaration, Heller Draper does not represent any interest adverse to the Debtor’s estate or its creditors in connection with the Chapter 11 Case, and Heller Draper is disinterested within the meaning of sections 327(a), 328, and

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1103(b) of the Bankruptcy Code and Bankruptcy Rule 2014. Aside from any disclosures in the Declaration, counsel and associates of Heller Draper do not have any connection with the Debtor, its estate, or any other party in interest, its representative attorneys and accountants, the United States Trustee for Region 12, or any person employed in the Office of the United States Trustee for Region 12. Heller Draper does not hold or assert a pre-petition claim against the Debtor, and Heller Draper is not otherwise a creditor of the Debtor. 19. Heller Draper has assessed, and will continue to monitor and assess, all of its client relationships to ensure that Heller Draper is, and remains, disinterested. In addition, Heller Draper will disclose on an ongoing basis any relationship that may reflect upon its disinterestedness. 20. No previous request for the relief sought by the Application has been made to this or any other court. WHEREFORE, the Committee respectfully requests entry of an order in the form attached authorizing the Committee to retain Heller Draper as its counsel in this Chapter 11 Case, effective as of January 19, 2021, and granting such further relief as may be just and proper. PREPARED BY: /s/ Douglas S. Draper Douglas S. Draper, LA Bar # 5073 (admitted pro hac vice) Leslie A. Collins, LA Bar # 14891 (admitted pro hac vice) Greta M. Brouphy, LA Bar # 26216 (admitted pro hac vice) HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6103 Telephone: 504.299.3300/Fax: 504.299.3399 ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com Proposed Attorneys for the Official Committee of Unsecured Creditors

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Agreed to and Accepted by: Official Committee of Unsecured Creditors ______S_e_e_ A_t_ta_c_he_d____________________ By: Chantel Lambert, Committee Chair

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA IN re: Tea Olive I, LLC d/b/a Stock & Field, Case No. 21-30037 (WJF) Debtor Chapter 11 VERIFIED STATEMENT OF DOUGLAS S. DRAPER IN SUPPORT OF THE APPLICATION TO EMPLOY HELLER, DRAPER & HORN, L.L.C. AS LEGAL COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS EFFECTIVE AS OF JANUARY 19, 2021 I, DOUGLAS S. DRAPER, being duly sworn, declare the following under penalty of perjury: 1. I am a member of the law firm of Heller, Draper & Horn, L.L.C. (“Heller Draper” or “Firm”), with offices at 650 Poydras Street, Suite 2500, New Orleans, Louisiana 70130. I am currently admitted and in good standing as a member of the bar of the State of Louisiana and admitted and in good standing in the United States District Court and United States Bankruptcy Court for all districts in Louisiana. There are no disciplinary proceedings pending against me. 2. I am authorized to make this declaration (the “Declaration”) on behalf of Heller Draper, and the Declaration is submitted pursuant to Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure in support of the Application to Employ Heller, Draper & Horn, L.L.C. as Legal Counsel for the Official Committee of Unsecured Creditors Effective as of January 19, 2021 (the “Application”) for an order pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (as amended, the “Bankruptcy Code”) authorizing and approving the employment and retention of Heller Draper as counsel to the Official Committee of Unsecured Creditors (the “Committee”).

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3. Unless otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein, and if called as a witness, I would testify thereto. Capitalized terms and phrases not otherwise defined herein shall have the meanings ascribed to such terms in the Application. 4. To the extent that any information disclosed herein requires supplementation, amendment or modification upon Heller Draper’s completion of further analysis or as additional information becomes available to it, a supplement to this Declaration will be filed with the Court. SERVICES TO BE PROVIDED 5. The Committee requires knowledgeable counsel to render these professional services. Heller Draper has substantial expertise in the areas of law relevant to the Chapter 11 Case. Accordingly, Heller Draper is well qualified to provide a range of services to the Committee, including, but not limited to, the following: a. Advise the Committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Local Rules; b. Assist and advise the Committee in its consultation with the Debtor relative to the administration of the Chapter 11 Case; c. Attend meetings and negotiate with the representatives of the Debtor and other parties-in-interest; d. Assist and advise the Committee in its examination and analysis of the conduct of the Debtor’s affairs; e. Assist and advise the Committee in connection with any sale and/or liquidation of the Debtor’s assets pursuant to section 363 of the Bankruptcy Code; f. Assist the Committee in the review, analysis, and negotiation of any chapter 11 plan(s) of reorganization or liquidation that may be filed and assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any such plan(s); g. Assist the Committee in analyzing the claims asserted against and interests asserted in the Debtor, in negotiating with the holders of such claims and interests, and in bringing, participating in, or advising the Committee with respect to contested matters and adversary proceedings, including

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objections or estimation proceedings, with respect to such claims or interests; h. Assist with the Committee’s review of the Debtor’s Schedules of Assets and Liabilities, Statement of Financial Affairs and other financing reports prepared by the Debtor, and the Committee’s investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and of the historic and ongoing operation of the Debtor’s business; i. Assist the Committee in its analysis of, and negotiations with, the Debtor or any third party related to, among other things, cash collateral issues, financings, compromises of controversies, assumption or rejection of executory contracts and unexpired leases, and matters affecting the automatic stay; j. Take all necessary action to protect and preserve the interests of the Committee, including (i) possible prosecution of actions on its behalf; and (ii) if appropriate, negotiations concerning all litigation in which the Debtor is involved; k. Generally prepare, on behalf of the Committee, all necessary motions, applications, answers, orders, reports, replies, responses and papers in support of positions taken by the Committee; l. Appear, as appropriate, before this Court, the appellate courts, and the United States Trustee, and protect the interests of the Committee before those courts and before the United States Trustee; and m. Perform all other necessary legal services in this Chapter 11 Case. 6. Heller Draper intends to work closely with the Debtor’s representatives and the other professionals retained by the Committee to ensure that there is no unnecessary duplication of services performed or charged to the Debtor’s estate. The Committee intends to monitor and direct the services to be provided to maximize efficiencies and promote economy of efforts for the benefit of the estate. TERMS OF RETENTION 7. The Committee has chosen Heller Draper as its counsel in this Chapter 11 Case. It is Heller Draper’s understanding and agreement that the Firm has been retained to represent only

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the Committee and not to represent any individual members of the Committee or any individual creditors in connection with any claims against the Debtor. 8. Subject to this Court’s approval and in accordance with §§330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the Orders and Rules of this Court, the Committee requests that Heller Draper be compensated on an hourly basis, and be reimbursed for the actual, necessary expenses it incurs. 9. The lead counsel for this matter is Douglas S. Draper at the hourly rate of $500.00. Other persons who will assist in the representation and their rates are as follows: Leslie A. Collins $425.00 Greta M. Brouphy $400.00 Associates $350.00 Paralegals $125.00 10. In no event shall the blended rate for Heller Draper and local counsel exceed $400.00. To the extent the bill exceeds the blended rate of $400.00, reductions to Heller Draper’s bill shall be made. Heller Draper and the Committee understand that local counsel will need to be engaged pursuant to local rules of this jurisdiction. 11. Heller Draper submits that such rates are reasonable in light of the quality of the services being provided and the specialized nature of the services being provided. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. 12. It is Heller Draper’s standard policy, in all areas of practice, to charge clients for certain expenses incurred in connection with the client’s case. The Committee requests that all fees and related expenses incurred by Heller Draper on account of services rendered by Heller Draper in the Chapter 11 Case be paid as administrative expenses of the estate pursuant to Sections 328,

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330(a), 331, 503(b), and 507(a)(1) of the Bankruptcy Code. Heller Draper will seek to be reimbursed for all expenses, including administrative costs reasonably incurred in the performance of services (e.g., telephone conference call charges, faxes, overnight delivery charges, mileage, air fare, after- hours or weekend air conditioning charges imposed by the office building lessor, hotel expenses, meals, copying, clerical overtime, miscellaneous travel expenses, etc.) at the actual cost to Heller Draper for charges by third party vendors without markup or at rates charged to similarly-situated clients for internal costs such as copying, overtime, etc. 13. Heller Draper acknowledges that all compensation is subject to Court approval after a hearing and upon notice to the United States Trustee and other interested parties. 14. Heller Draper will be billing only for the legal services it actually performs in connection with this matter. Heller Draper will maintain time and expense records which will be submitted to the Court for review and approval as permitted pursuant to Rule 2016(d). 15. Heller Draper requests that its fee applications in this case be heard on approximately 30-day periodic intervals with other professionals in this case and that the Debtor be authorized to pay Heller Draper’s invoices with available funds upon court approval of such applications. 16. In accordance with Bankruptcy Rule 2016(b), Heller Draper has not shared, or agreed to share, any compensation received in connection with the Chapter 11 Case with any other entity. DISINTERESTEDNESS 17. Heller Draper does not hold or assert a pre-petition claim against the Debtor, and Heller Draper is not otherwise a creditor of the Debtor. To the best of the Committee’s and Heller Draper’s knowledge, information, and belief, and as set forth in the Declaration, Heller Draper does not represent any interest adverse to the Debtor’s estate or its creditors in connection with the Chapter 11 Case, and Heller Draper is disinterested within the meaning of sections 327(a), 328, and

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1103(b) of the Bankruptcy Code and Bankruptcy Rule 2014. Aside from any disclosures in this Declaration, counsel and associates of Heller Draper do not have any connection with the Debtor, its estate, or any other party in interest, its representative attorneys and accountants, the United States Trustee for Region 12, or any person employed in the Office of the United States Trustee for Region 12. 18. Heller Draper and certain of its partners, counsel and associates may have in the past represented, currently represent an affiliate of a party in interest, and likely in the future will represent parties in interest of the Debtor in connection with matters unrelated to the Debtor and this Case. 19. Heller Draper has searched its electronic database for any connections to the parties related to the Debtor which were provided to Heller Draper by the filings made by the Debtor. The information listed may change without our knowledge during the pendency of this Case. Heller Draper will update this Declaration when necessary and when Heller Draper becomes aware of material information. 20. Heller Draper has assessed, and will continue to monitor and assess, all of its client relationships to ensure that Heller Draper is, and remains, disinterested. In addition, Heller Draper will disclose on an ongoing basis any relationship that may reflect upon its disinterestedness. 21. No previous request for the relief sought by the Application has been made to this or any other court. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct. /s/ Douglas S. Draper Douglas S. Draper

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EXHIBIT B

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock & Field Case No. 21-30037 (WJF) Debtor. Chapter 11 DECLARATION FOR PROOF OF SERVICE I, Douglas S. Draper, admitted pro hac vice in this Court, with an office address of 650 Poydras Street, Suite 2500, New Orleans, LA 70130, declare that on January 22, 2021, I caused the following documents: - Application to Employ Heller, Draper & Horn, L.L.C. as Counsel for the Committee of Unsecured Creditors; - Verified Statement of Douglas S. Draper in Support; - Declaration for Proof of Service; and - Proposed Order to be served and filed electronically with the Clerk of the Bankruptcy Court through ECF, and that ECF will send an e-notice of the electronic filing to all parties registered to receive electronic service, which includes all parties required to receive notice pursuant to Local Rule 2014-1. And I declare, under penalty of perjury, that the foregoing is true and correct. Dated: January 22, 2021 By: /s/ Douglas S. Draper Douglas S. Draper, LA Bar # 5073 (admitted pro hac vice) Leslie A. Collins, LA Bar # 14891 (admitted pro hac vice) Greta M. Brouphy, LA Bar # 26216 (admitted pro hac vice) HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6103 Telephone: 504.299.3300/Fax: 504.299.3399 ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com Proposed Attorneys for the Official Committee of Unsecured Creditors

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock & Field Case No. 21-30037 (WJF) Debtor. Chapter 11 [PROPOSED] ORDER APPROVING APPLICATION TO EMPLOY BASSFORD HELLER, DRAPER & HORN, L.L.C. AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS This matter came before the Court on the Application to Employ Heller, Draper & Horn, L.L.C. as Legal Counsel for the Official Committee of Unsecured Creditors Effective as of January 19, 2021, (the “Committee”), for the bankruptcy case of Tea Olive I, LLC d/b/a Stock+Field. Upon consideration of the Application; the Verified Statement of Douglas S. Draper submitted in support of the Application; and the record, IT IS HEREBY ORDERED: 1. The Application is APPROVED; 2. Pursuant to 11 U.S.C. §§ 328(a) and 1103, the Committee is authorized to employ and to retain Heller, Draper & Horn, L.L.C., to serve as its counsel in the above-captioned case, effective retroactively as of January 19, 2021, nunc pro tunc, and pursuant to the terms set forth in the Application; 3. Heller, Draper & Horn, L.L.C. shall be compensated in accordance with the procedures set forth in 11 U.S.C. §§ 328, 330, and 331 of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, the U.S. Trustee guidelines, and any Order entered by this Court with respect to compensation of professionals,

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including that fee applications by Heller, Draper & Horn, L.L.C. may be heard on intervals of no less than every 30 days. Dated: _______________ _______________________________ William J. Fisher United States Bankruptcy Court Judge