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Case 19-61688-wlhDoc 86Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 1 of 16Desc MainIN THE UNITED STATES BANKRUPTCYCOURT NORTHERN DISTRICT OF GEORGIAATLANTA DIVISIONIN RE:::Case No. 19-61688-wlh1EAT HERE BRANDS, LLC, et. al.,:::Chapter 11Debtors.::Judge Hagenau:APPLICATION OF S.A.R. & ASSOCIATES, INC. FOR ALLOWANCE AND PAYMENTOF AN ADMINISTRATIVE EXPENSE CLAIMPURSUANT TO BANKRUPTCY CODE SECTION 503(b)(9)S.A.R. & Associates, Inc. ("SAR"), by and through its undersigned counsel, hereby filesthis request and application for allowance for payment of an administrative expense claim (the"Application") pursuant to Section 503(b)(9) of the Bankruptcy Code, seeking the allowance andpayment of SAR's administrative expense priority claim in the amount of 65,514.00 for the valueof goods sold and delivered by SAR to Debtor Eat Here Brands, LLC (“Debtor Eat Here Brands”)in the ordinary course of Debtor Eat Here Brands’ business within twenty (20) days before the dateof the commencement of the above-captioned bankruptcy cases. In support of this Application,SAR states as follows:JURISDICTION1.This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334.This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Courtpursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicate for the relief requested herein isSection 503(b)(9) of the Bankruptcy Code.The Debtors in these chapter 11 cases are as follows: Eat Here Brands, LLC; Babalu Atlanta #1, LLC; BabaluAtlanta #2, LLC; Babalu Knoxville #1, LLC; Babalu Memphis #1, LLC; Babalu Memphis #2, LLC; Babalu, LLC;and Babalu Birmingham #1, LLC.11

Case 19-61688-wlhDoc 86Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 2 of 16Desc MainBACKGROUND2.On July 30, 2019 (the "Petition Date"), the Debtors filed voluntary petitions forrelief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for theNorthern District of Georgia. The Debtors' cases have been consolidated for procedural purposesonly and are being administrated jointly.3.Prior to the Petition Date, Debtor Eat Here Brands and SAR entered into a GeneralContractor Agreement dated February 14, 2019 (the “Agreement”) providing for the delivery ofmaterials and provision of labor associated with the construction of a Babalu’s restaurant on certainreal property leased by the Debtor and located at 944 Canton Street, Roswell, GA 30075 (the“Property”). SAR delivered equipment and materials to Debtor Eat Here Brands during the twenty(20) day period prior to the Petition Date with a value of 65,514.00. True and correct copies ofinvoices for the materials and equipment provided to Debtor Eat Here Brands during the 20-dayperiod prior to the Petition Date are attached hereto and incorporated herein as Exhibit “A” (the"20-Day Claim ").4.For goods delivered to Debtor Eat Here Brands at its request pursuant to theAgreement in the twenty (20) days prior to the Petition Date, SAR has been invoiced by its subcontractor suppliers in an amount not less than the 20-Day Claim ( 65,514.00).5.Debtor Eat Here Brands has failed to pay the 20-Day Claim. All of the goods wereprovided to Debtor Eat Here Brands in the ordinary course of the parties' respective businesses.RELIEF REQUESTED6.Pursuant to this Application, SAR respectfully requests entry of an order allowingand directing Debtor Eat Here Brands to pay SAR's 20-Day Claim due and owing pursuant toSection 503(b)(9) of the Bankruptcy Code.2

Case 19-61688-wlhDoc 86Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 3 of 16Desc MainBASIS FOR THE RELIEF7.Section 503(b)(9) of the Bankruptcy Code provides for administrative expensepriority in payment for "the value of any goods received by the debtor within 20 days before thedate of commencement of a case under this title in which the goods have been sold to the debtorin the ordinary course of such debtor's business." 11 U.S.C. § 503(b)(9).8.Section 507(a)(2) of the Bankruptcy Code affords payment priority toadministrative expenses allowed under Section 503(b) of the Bankruptcy Code.9.Prior to the Petition Date, Debtor Eat Here Brands requested goods and servicesfrom SAR under the terms of the Agreement, which goods were delivered and services provided,as directed by Debtor Eat Here Brands and for the benefit of Debtor Eat Here Brands in the ordinarycourse of Debtor Eat Here Brands’ business. Incredibly, Ned Lidvall, a principal of the Debtor EatHere Brands, sent an email to SAR’s president, Steve Rochlin, on the day before the PetitionDate, stating that “the “checks were cut and mailed out last week (to SAR and Lane) from Quattro(our accounting company) and I thought you would have received them by now.” (Exhibit “B”)10.As of the Petition Date, Debtor Eat Here Brands was indebted to SAR in the amountof the 20-Day Claim for goods delivered to Debtor Eat Here Brands pursuant to the Agreement atthe request of Debtor Eat Here Brands. Accordingly, the 20-Day Claim is properly characterizedas an administrative expense under Section 503(b)(9) of the Bankruptcy Code and SAR is entitledto allowance and payment thereof.NO PRIOR REQUEST11.No previous application for the relief sought herein has been made to this or to anyother Court.3

Case 19-61688-wlhDoc 86Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 4 of 16Desc MainRESERVATION OF RIGHTS12.SAR hereby expressly reserves all of its rights, claims, counterclaims, defense andremedies under the Bankruptcy Code, the parties' contractual terms and other applicable law. SARadditionally reserves the right to assert additional claims against the Debtors of any nature for anyother amounts and to amend, modify and/or supplement this Application.WHEREFORE SAR respectfully requests the entry of an order: (a) allowing anadministrative expense claim in favor of SAR in the amount of the 20-Day Claim ( 65,514.00);(b) directing prompt payment of such claim upon Debtor Eat Here Brands’ good faithdetermination that Debtor Eat Here Brands’ estate has sufficient funds to pay allowedadministrative expense claims or at such time as any payments are made on account of any otherallowed administrative expenses in Debtor Eat Here Brands’ bankruptcy case; and (c) grantingsuch other and further relief as is just and proper.Respectfully submitted, this 30th day of September 2019.THEODORE N. STAPLETON, PC/s/ Theodore N. StapletonTheodore N. StapletonGeorgia Bar No. 675850Attorneys for S.A.R. &Associates, Inc.Suite 100-B2802 Paces Ferry RoadAtlanta, Georgia, 30339Telephone: (770) 436-3334tstaple@tstaple.com4

Case 19-61688-wlhDoc 86Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 5 of 16Desc MainCERTIFICATE OF SERVICEI hereby certify that I have this day served a copy of the foregoing pleading by electronicmail as follows:Sean C. KulkaArnall, Golden, Gregory LLP171 17th Street, N.W.Suite 2100Atlanta, GA 30363-1031(404) 873-8682Fax: 404-873-8683Email: sean.kulka@agg.comUnited States Trustee362 Richard Russell Building75 Spring Street, S.W.Atlanta, Georgia 30303lindsay.p.kolba@usdoj.govEwing, Scott - Omni Management GroupOmni Management GroupScott Ewing5955 DeSoto Avenue, #100Woodland Hills, CA 91367(818) 906-8300Fax: (818) 783-2737Email: sewing@omnimgt.comJ. Hayden Kepner, Jr.Scroggins & Williamson, P.C.One Riverside, Suite 4504401 Northside ParkwayAtlanta, GA 30068404-893-3880Fax : 404-893-3886Email: hkepner@swlawfirm.comDarryl S. LaddinArnall Golden Gregory LLPSuite 2100171 17th Street, NWAtlanta, GA 30363(404) 873-8120Fax : (404) 873-8121Email: bkrfilings@agg.comMichael F. HolbeinArnall Golden Gregory LLPSuite 2100171 17th Street, NWAtlanta, GA 30363-1031(404) 873-7012Fax: 404-873-7013Email: michael.holbein@agg.comThis 30th day of August 2019.THEODORE N. STAPLETON/s/ Theodore N. StapletonGeorgia Bar No. 6758505

Case 19-61688-wlhA89101112EXHIBIT "A"Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 6 of 16BCDesc MainDMoney Owed To S.A.R. & Associates Sub Contractors for1234567Doc 86MATERIALS Delivered within 20 days of Bankruptcy Filing1234SUBCONTRACTORNeese Jones HVACNeese Jones HVACSherwin WilliamsForm FusionWORK PERFORMED7/18 Duct work Equipment delivered7/22 Duct work Equipment deliveredPaint Outside of Bldg & duct work- labor onlyFront windows material only5 Adams & Sons Roofing Material for Roof around HVAC6 Crouse ElectricMaterial for roughing in electric 7/2Pan, Material & sealant for Bar & Kitchen floors7 Moncrief Tilematerial only8 Encompass Interactive low voltage ,350.005,160.001,905.001,000.00 65,514.00

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Case 19-61688-wlhFrom:To:Subject:Date:Doc 86EXHIBIT "B"Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 15 of 16Desc MainSteve RochlinTheodore Stapleton; Matt RochlinFwd: Invoices Submitted for PaymentFriday, August 2, 2019 3:16:18 PM---------- Forwarded message --------From: Steve Rochlin srochlin@sar-gc.com Date: Wed, Jul 31, 2019 at 2:27 PMSubject: Re: Invoices Submitted for PaymentTo: Ned Lidvall ned@eathere.com Ned Call me when you have 3 minsThanksOn Mon, Jul 29, 2019 at 5:19 PM Ned Lidvall ned@eathere.com wrote:Steve,These checks were cut and mailed last week (to SAR and Lane) from Quattro (ouraccounting company) and I thought you should have received them by now.We need to talk tomorrow. Thanks a bunch.Ned Lidvall303.589.7410From: Steve Rochlin srochlin@sar-gc.com Sent: Monday, July 29, 2019 12:44 PMTo: Ned Lidvall ned@eathere.com Subject: Re: Invoices Submitted for PaymentNed Checking to see if our checks are ready, Also need to talk as soon as possible.Let me know whats up and when we can chat.

Case 19-61688-wlhDoc 86Filed 08/30/19 Entered 08/30/19 16:58:46DocumentPage 16 of 16Desc MainThanksOn Wed, Jul 24, 2019 at 7:57 PM Ned Lidvall ned@eathere.com wrote:Steve .invoices were submitted and approved for payment. I would hope youreceive a check by this weekend or early next week. Thanks for working with us. Youhave engendered a lot of loyalty from me.Ned Lidvallnlidvall@gmail.com303.589.7410 (m)