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Full title: Stipulation (re:1025 Motion for administrative expenses, 1029 Motion for administrative expenses) filed by Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, Great American Group, LLC, Tiger Capital Group, LLC and Gander Mountain Liquidating Trustee. Proposed order. Nature of stipulation: Resolution of Administrative Expense Claims and Related Motions (Lallier, Cameron) (Entered: 06/04/2021)

Document posted on Jun 3, 2021 in the bankruptcy, 12 pages and 0 tables.

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The Gander Mountain Liquidating Trustee (“Liquidating Trustee”) and Tiger Capital Group, LLC, B. Riley Retail Solutions, LLC (formerly known as Great American Group, LLC), Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC (collectively, “Claimants”), by and through their respective undersigned counsel, agree and stipulate as follows: RECITALS A. Claimants Tiger Capital Group, LLC and B. Riley Retail Solutions, LLC (formerly known as Great American Group, LLC) (collectively, the “Consultants”) and the Debtors are parties to a Consulting Agreement, dated as of March 15, 2017 (the “Original Consulting Agreement”), which was amended by the Amended Consulting Agreement, dated as of May 17, 2017 (the “Amended Consulting Agreement” and, together with the Original Consulting Agreement, the “Consulting Agreements”), pursuant to which the Consultants were appointed as the Debtors’ exclusive independent consultant for purposes of conducting certain store closing sales. Also on July 17, 2017, as a precautionary measure, the Agents filed a Notice of Hearing and Motion of a Contractual Joint Venture of Tiger Capital Group, LLC, Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC for Allowance and Payment of Administrative Expense Claims Pursuant to 11 U.S.C. §§ 364(c), 503(a), 503(b)(1)(A) and 507(a)(2)The Stipulation between the Liquidating Trustee, Tiger Capital Group, LLC, B. Riley Retail Solutions, LLC (formerly known as Great American Group, LLC), Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC (“Claimants”) is approved.The Notice of Hearing and Motion of a Contractual Joint Venture of Tiger Capital Group, LLC, Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC for Allowance and Payment of Administrative Expense Claims Pursuant to 11 U.S.C. §§ 364(c), 503(a), 503(b)(1)(A) AND 507(a)(2)

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under In re: Case No. 17-30673 (MER) Gander Mountain Company, Case No. 17-30673 Overton’s, Inc., Case No. 17-30675 Debtors. C hapter 11 Cases ______________________________________________________________________________________________ STIPULATION BETWEEN THE LIQUIDATING TRUSTEE, TIGER CAPITAL GROUP, LLC, B. RILEY RETAIL SOLUTIONS, LLC (FORMERLY KNOWN AS GREAT AMERICAN GROUP, LLC), GREAT AMERICAN GROUP WF, LLC, GORDON BROTHERS RETAIL PARTNERS, LLC AND HILCO MERCHANT RESOURCES, LLC, TO RESOLVE ADMINISTRATIVE EXPENSE CLAIMS FILED BY TIGER CAPITAL GROUP, LLC, B. RILEY RETAIL SOLUTIONS, LLC (FORMERLY KNOWN AS GREAT AMERICAN GROUP, LLC), GREAT AMERICAN GROUP WF, LLC, GORDON BROTHERS RETAIL PARTNERS, LLC, AND HILCO MERCHANT RESOURCES, LLC ______________________________________________________________________________________________ The Gander Mountain Liquidating Trustee (“Liquidating Trustee”) and Tiger Capital Group, LLC, B. Riley Retail Solutions, LLC (formerly known as Great American Group, LLC), Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC (collectively, “Claimants”), by and through their respective undersigned counsel, agree and stipulate as follows: RECITALS A. On March 10, 2017 (“Petition Date”), Gander Mountain Company and Overton’s, Inc. (collectively, “Debtors”), each filed a voluntary petition under Chapter 11 of title 11 of the United States Code, initiating their Chapter 11 proceedings in the United States Bankruptcy Court for the District of Minnesota (“Bankruptcy Court”).

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B. On January 26, 2018, the Bankruptcy Court entered an order (“Confirmation Order”) confirming the Debtors’ and Official Committee of Unsecured Creditors’ Joint Plan of Liquidation dated October 31, 2017 (“Plan”). The effective date of the Plan occurred on February 8, 2018. C. Pursuant to the Plan and the Confirmation Order, the estates of the Debtors were substantively consolidated for the purposes of confirming and consummating the Plan, including, but not limited to, making distributions in accordance with the terms of the Plan. The Plan established the Liquidating Trust for the purpose of, among other things, collecting and administering all of the Debtors’ assets. The Plan appointed META Advisors LLC as the Liquidating Trustee to administer the Liquidating Trust and to act as the representative of the estate within the meaning of 11 U.S.C. § 1123(b)(3)(B). The Plan grants the Liquidating Trust the authority to address and resolve issues involving objections, reconciliation, and allowance of claims and equity interests in accordance with the Plan. D. Claimants Tiger Capital Group, LLC and B. Riley Retail Solutions, LLC (formerly known as Great American Group, LLC) (collectively, the “Consultants”) and the Debtors are parties to a Consulting Agreement, dated as of March 15, 2017 (the “Original Consulting Agreement”), which was amended by the Amended Consulting Agreement, dated as of May 17, 2017 (the “Amended Consulting Agreement” and, together with the Original Consulting Agreement, the “Consulting Agreements”), pursuant to which the Consultants were appointed as the Debtors’ exclusive independent consultant for purposes of conducting certain store closing sales. The Consulting Agreements and the Debtors’ performance thereunder (including payment by the Debtors of all amounts due to the Consultants thereunder) were approved by the Bankruptcy Court by orders entered on April 14, 2017 and May 19, 2017, respectively [Dkts. 444 and 776.].

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E. Claimants Tiger Capital Group, LLC, Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC (collectively, the “Agents”) and the Debtors are parties to an Agency Agreement, dated as of May 5, 2017 (the “Agency Agreement”), pursuant to which the Agents were appointed as the Debtors’ exclusive agent for purposes of conducting sales of certain of the Debtors’ inventory and fixtures, furniture and equipment. The Agency Agreement and the Debtors’ performance thereunder (including payment by the Debtors of all amounts due to the Agents thereunder) were approved by the Bankruptcy Court by order entered on May 5, 2017 [Dkt. 700]. F. On July 17, 2017, as a precautionary measure, the Consultants filed a Notice of Hearing and Motion of a Contractual Joint Venture of Tiger Capital Group, LLC and Great American Group, LLC, for Allowance and Payment of Administrative Expense Claims Pursuant to 11 U.S.C. §§ 364(c), 503(a), 503(b)(1)(A) AND 507(a)(2) [Dkt. 1025] (“1025 Motion”), seeking payment as administrative expenses of the Debtors’ ongoing obligations under the Consulting Agreements (including certain indemnification obligations). Because the store closing sales contemplated by the Consulting Agreements were still ongoing at the time the 1025 Motion was filed, the amount listed as due from the Debtors to the Consultants under the Consulting Agreements was undetermined. G. Also on July 17, 2017, as a precautionary measure, the Agents filed a Notice of Hearing and Motion of a Contractual Joint Venture of Tiger Capital Group, LLC, Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC for Allowance and Payment of Administrative Expense Claims Pursuant to 11 U.S.C. §§ 364(c), 503(a), 503(b)(1)(A) and 507(a)(2) [Dkt. 1029] (“1029 Motion” and, together with the 1025 Motion, the “Motions”), seeking payment as administrative expenses of the Debtors’ ongoing

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obligations under the Agency Agreement (including certain indemnification obligations). Because the sales contemplated by the Agency Agreement were still ongoing when the 1029 Motion was filed, the amount listed as due from the Debtors to the Agents under the Agency Agreement was undetermined. H. On July 17, 2017, the Consultants filed a supplement to the 1025 Motion, which consisted of the Amended Consulting Agreement [Dkt. 1033] (“1025 Motion Supplement”), and the Agents also filed a supplement to the 1029 Motion, which consisted of the Agency Agreement [Dkt. 1030] (“1029 Motion Supplement”). I. As the Debtors have historically paid to the Claimants all amounts owing to the Claimants under the Consulting Agreements and the Agency Agreement pursuant to the orders of the Bankruptcy Court approving such agreements and outstanding claims asserted in the Motions have become entirely contingent, the Debtors and the Claimants have collectively continued the Motions numerous times, and to date, the motions have not been heard by the Court. J. On July 17, 2017, as a further precautionary matter, the Agents filed a proof of claim, identified by claim number 17815-1 (“Claim 17815-1”). Claim 17815-1 asserted a secured priority claim of $1,000,000,000.00 in respect of obligations under the Agency Agreement, although the filing comments reflected that the claim amount was unknown but a numerical amount was required to electronically submit a secured and/or priority claim. K. Also on July 17, 2017, as a further precautionary matter, the Consultants filed a proof of claim, identified by claim number 17823-1 (“Claim 17823-1”). Claim 17823-1 asserted a secured priority claim of $1,000,000,000.00 in respect of obligations under the Consulting Agreement, and the filing comments again reflected that the claim amount was unknown but a numerical amount was required to electronically submit a secured and/or priority claim.

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L. The Consultants also filed an amended proof of claim on July 17, 2017, identified by claim number 17823-2 (“Claim 17823-2” and, together with Claim 17823-1 and Claim 17815-1, the “Claims”). Claim 17823-2 was filed as a supplement to Claim 17823-1, and included the Amended Consulting Agreement. M. In order to facilitate the Liquidating Trustee making distributions from the Liquidating Trust, the Claimants agreed, pursuant to a Settlement Agreement, dated as of August 22, 2018, to modify the amount asserted in each of the Claims from $1,000,000,000.00 to “contingent”, until such time that the amounts to be allowed under each of the Claims, if any, was determined by consent of the Liquidating Trustee and the Claimants or the Bankruptcy Court. N. The Liquidating Trustee and the claimants have exchanged information regarding the Motions and the Claims, and after discussing and considering such information, the parties have agreed to settle the Motions and aforementioned Claims in accordance with the terms and conditions of this Stipulation. AGREEMENT NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and other valuable consideration, the receipt of which is hereby acknowledged, it is stipulated and agreed by and between the Parties, as follows: 1. All amounts owing by the Debtors to the Claimants (and by the Claimants to the Debtors) pursuant to the Consulting Agreements and/or the Agency Agreement have been paid and no obligations of any of the Debtors or the Claimants remain outstanding under the Consulting Agreements and/or the Agency Agreement. 2. The Liquidating Trustee and Claimants agree that each of the Motions shall be withdrawn in its entirety.

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3. The Liquidating Trustee and Claimants agree that each of the Claims shall be expunged in its entirety. 4. For the avoidance of doubt, the Liquidating Trustee agrees that all amounts previously paid by the Debtors to any of the Claimants pursuant to the Consulting Agreements and/or the Agency Agreement were properly paid to such Claimants pursuant to the Consulting Agreements, the Agency Agreement and the orders of the Bankruptcy Court approving such agreements. Nothing in this Stipulation, including, without limitation, the withdrawal of the Motions and the expunging of the Claims, shall constitute grounds for any claim against any Claimant for return of any such amounts. 5. The Liquidating Trustee and Claimants intend that this Stipulation will apply to any future claims, or amendments to existing claims, arising out of obligations owed pursuant to the Agency Agreement and the Consulting Agreements. 6. The Liquidating Trustee and Claimants consent to the entry of the order in the form attached as Exhibit A, which the parties agree will resolve the Motions and Claims filed by Claimants. 7. Pursuant to Local Rule 9011-4(f), either party is authorized to electronically file this Stipulation. Dated: June 4, 2021 FOLEY & MANSFIELD PLLP By: /s/ Cameron A. Lallier Cameron A. Lallier, #393213 250 Marquette Avenue, Suite 1200 Minneapolis, MN 55401 Telephone: (612) 338-8788 Email: clallier@foleymansfield.com; -and-

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WACHTELL, LIPTON, ROSEN & KATZ Neil M. Snyder 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 Email: nmsnyder@wlrk.com RIEMER & BRAUNSTEIN LLP Steven Fox Seven Times Square, Suite 2506 New York, New York 10036 Telephone: (212) 789-3100 Facsimile: (212) 719-0140 Email: sfox@riemerlaw.com Attorneys for Claimants Tiger Capital Group, LLC, B. Riley Retail Solutions, LLC, Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC Dated: June 4, 2021 BARNES & THORNBURG LLP By: /s/ Molly N. Sigler Molly N. Sigler, (#0399122) 2800 Capella Tower 225 South Sixth Street Minneapolis, MN 55402-4662 Telephone: (612) 333-2111 Facsimile: (612) 333-6798 Molly.Sigler@btlaw.com --and— LOWENSTEIN SANDLER LLP Jeffrey Cohen Scott Cargill 1251 Avenue of the Americas New York, NY 10020

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Telephone: (212) 262-6700 Facsimile: (212) 262-7402 jcohen@lowenstein.com scargill@lowenstein.com Counsel for the Gander Mountain Liquidating Trustee

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EXHIBIT A PROPOSED ORDER

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under In re: Case No. 17-30673 (MER) Gander Mountain Company, Case No. 17-30673 Overton’s, Inc., Case No. 17-30675 Debtors. C hapter 11 Cases ______________________________________________________________________________________________ ORDER APPROVING STIPULATION BETWEEN THE LIQUIDATING TRUSTEE, TIGER CAPITAL GROUP, LLC, B. RILEY RETAIL SOLUTIONS, LLC (FORMERLY KNOWN AS GREAT AMERICAN GROUP, LLC), GREAT AMERICAN GROUP WF, LLC, GORDON BROTHERS RETAIL PARTNERS, LLC AND HILCO MERCHANT RESOURCES, LLC, TO RESOLVE ADMINISTRATIVE EXPENSE CLAIMS FILED BY TIGER CAPITAL GROUP, LLC, B. RILEY RETAIL SOLUTIONS, LLC (FORMERLY KNOWN AS GREAT AMERICAN GROUP, LLC), GREAT AMERICAN GROUP WF, LLC, GORDON BROTHERS RETAIL PARTNERS, LLC, AND HILCO MERCHANT RESOURCES, LLC ______________________________________________________________________________________________ This matter is before the court on Stipulation filed. Based on the Stipulation between the parties, and the documents of record herein, IT IS ORDERED, 1. The Stipulation between the Liquidating Trustee, Tiger Capital Group, LLC, B. Riley Retail Solutions, LLC (formerly known as Great American Group, LLC), Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC (“Claimants”) is approved. 2. All amounts owing by the Debtors to the Claimants (and by the Claimants to the Debtors) pursuant to the Consulting Agreements and/or the Agency Agreement (each as defined in the Stipulation) have been paid and no obligations of any of the Debtors or the Claimants remain outstanding under the Consulting Agreements and/or the Agency Agreement.

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3. The Notice of Hearing and Motion of a Contractual Joint Venture of Tiger Capital Group, LLC and Great American Group, LLC, for Allowance and Payment of Administrative Expense Claims Pursuant to 11 U.S.C. §§ 364(c), 503(a), 503(b)(1)(A) AND 507(a)(2) [Dkt. 1025] (the “1025 Motion”) is hereby withdrawn in its entirety. 4. The Notice of Hearing and Motion of a Contractual Joint Venture of Tiger Capital Group, LLC, Great American Group WF, LLC, Gordon Brothers Retail Partners, LLC, and Hilco Merchant Resources, LLC for Allowance and Payment of Administrative Expense Claims Pursuant to 11 U.S.C. §§ 364(c), 503(a), 503(b)(1)(A) AND 507(a)(2) [Dkt. 1029] (together with the 1025 Motion, the “Motions”) is hereby withdrawn in its entirety. 5. Claimants’ claims, identified as claim numbers 17815-1, 17823-1 and 17823-2 (collectively, the “Claims”), are hereby expunged in their entirety. 6. All amounts previously paid by the Debtors to any of the Claimants pursuant to the Consulting Agreements and/or the Agency Agreement were properly paid to such Claimants pursuant to the Consulting Agreements, the Agency Agreement and the orders of this Court approving such agreements. Nothing in this Order, including, without limitation, the withdrawal of the Motions and the expunging of the Claims, shall constitute grounds for any claim against any Claimant for return of any such amounts. 7. This Order applies to any future claims, or amendments to existing claims, arising out of obligations owed pursuant to the Agency Agreement and the Consulting Agreements. 8. The Liquidating Trust and the Liquidating Trustee are authorized to take any and all actions that are necessary and appropriate to give effect to this Order.

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9. This Court shall retain jurisdiction over all matters arising from or related to the interpretation and implementation of this Order. Dated: _______________ _________________________________________ Judge Michael E. Ridgway United States Bankruptcy Judge

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