Overton’s/Gander Direct Vendor Drop-Ship Compliance Service Expectations As a Drop-Ship Vendor, we rely on you to represent all Overton’s/Gander Mountain products to our customers. This means we expect you to ship only top quality merchandise within the leadtime you quoted on the Product Setup Form and guarantee your products just as we guarantee them to our customers. All orders must ship complete. If a customer orders multiple items on an order, all items with correct quantities must ship together. There may be times when 1 item on a multiple product order is on backorder with the Vendor. If this occurs, the Vendor will be required to contact our Drop- Ship department for authorization to release the in- stock items and ship the backorder item when it is back in stock. We expect our Drop-Ship Vendors to communicate any shipping delays immediately so that we may contact our customers to advise them of extended delays, which may potentially lead to some cancellations from those customers. By having the most up- to- date fulfillment information, we can avoid unnecessary customer disappointments, notification costs, and cancellations. These are all factors that are considered by our merchandising team when determining product/Vendor performance at the end of a season. Furthermore, when we incur additional costs to maintain a customer order for delayed merchandise, we expect you to participate in any discounts that we offer to these customers. These discounts are usually a minimum of ten percent of the retail price of the merchandise. If you are unable to meet your quoted lead-time, you must contact the Drop-Ship Department immediately with your anticipated ship date. VendorNet/EDI users must update the estimated ship date on the VendorNet site or EDI. We prefer that you call and follow-up in writing. In order to provide our customers with the level of service they expect, we must respond to all customer inquiries within 24 hours. This is a commitment we expect our Drop-Ship Vendors to share with us. We expect you to respond to all status requests, order changes, or cancellation inquiries received from our Drop-Ship Department the same day they are received. Your company will be responsible for any freight charges incurred on orders shipped that have been cancelled and confirmed as cancelled.

VendorNet/ EDI Drop-Ship Orders All Drop-Ship purchase orders will be sent to you by Internet transmission via VendorNet/EDI. Any exception to this must be approved by the Drop-Ship Department. VendorNet is an Internet system for order transmission that allows Vendors to ship and invoice orders quickly. This system is great for Overton’s/Gander Direct and our Vendors in the management of the flow of information to and from each of us. Overton’s/Gander Direct has paid for the cost of VendorNet. This is a cost savings to our Vendors on any manual labor needed to key, ship and invoice orders. Someone from our Drop-Ship team will contact you to help you set up on VendorNet or EDI. It is a requirement that we receive confirmation of receipt of orders the same day you receive them. This can be accomplished simply by printing/downloading orders from VendorNet/EDI.

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Overton’s/Gander Direct Vendor Drop-Ship Compliance Packing & Shipping Instructions We require that you include a packing slip with every order. A packing slip will be produced by VendorNet/EDI. Do not include your company’s packing slip, our purchase order, or any

advertising/promotional material in our packages.

Small Package Carrier FedEx is the preferred carrier for all small package shipments. All packages must meet FedEx weight and size requirements. Orders should be shipped using FedEx Home Delivery for residential shipments or FedEx Ground for commercial deliveries, unless express shipping is indicated on the purchase order. If you cannot distinguish the residential/commercial status of an order, please use FedEx Home Delivery as our requested default ground shipping method. Please ship FedEx third party billing to ensure that all transportation costs are billed to us. Please call our Drop-Ship Department at 252-493-8355 to obtain our third party account numbers. When processing our shipments, either our 9 digit drop-ship purchase order number or our complete 12 digit order number that begins with a letter must be entered in reference field #1 or #2 in your shipping system. No other characters, numbers, or letters may be entered in that same field. Failure to include either number or including either number in an improper format will result in a chargeback to your Fed Ex account of transportation charges plus a $10 per package fee. We do occasionally request items be shipped via UPS. Should we decide we would like you to ship using this carrier, you will receive notification from the Drop-Ship Department.

Motor Freight If shipping via freight, our purchase order will indicate which freight company should be used to ship the product. We utilize a freight management company, Transportation Insight, located in Hickory, NC, to assist us in selecting the preferred carrier in your region that will provide the best service at a reasonable price. If your company has any concerns using the preferred carrier requested, please contact our traffic department at 252-353-7558 for another carrier or email us at [email protected]. A bill of lading must be prepared for all freight shipments. It must include the following information:  Commodity as per National Motor Freight Classification (NMFC)  Description, weight, and quantity of items shipped  Customer's phone number and ship-to address  Overton’s/Gander Direct purchase order number  Billing should be indicated as third party prepaid. For Overton’s shipments, please bill as follows: Overton’s, c/o Transportation Insight, PO Box 23000, Hickory, NC 28603  Billing should be indicated as third party prepaid. For Gander Direct shipments, please bill as follows: Gander Direct, c/o Transportation Insight, PO Box 23000, Hickory, NC 28603

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Overton’s/Gander Direct Vendor Drop-Ship Compliance Motor Freight (continued) All freight shipments must include a copy of an inspection notice (Exhibit A) requesting that the customer inspect the goods prior to signing the delivery receipt. This notice should be posted on all four sides of each pallet. Our purpose for this is to reduce our concealed damage claims. Any carrier calls relating to our customer's order should be referred to our Drop-Ship Department at 252-493-8355.

Exhibit A

INSPECT FOR DAMAGE BEFORE ACCEPTING! REFUSE DELIVERY IF PRODUCT IS DAMAGED! Page | 3

Overton’s/Gander Direct Vendor Drop-Ship Compliance Invoice & Shipping Confirmation Shipping Confirmation: Shipping confirmations should be sent by Internet transmission via VendorNet/EDI within 24 hours. For prompt processing, the following information should appear on each tracking notification:      

Purchase order number Customers name Ship date Overton’s/Gander Direct item number as it appears on the purchase order Ship method and tracking number Carrier name and Pro number if motor freight

NOTE: For VendorNet users, ship confirmations will be done through the VendorNet system. Therefore, no ship confirmations will need to be emailed.

Invoicing: Invoices should be sent by Internet transmission via VendorNet/EDI within 24 hours. Please DO NOT email and then mail the same invoice to us. This will result in payment delays due to duplicate invoices received. For prompt processing, the following information should appear on each invoice:       

Purchase order number Customer name Ship date Overton’s/Gander Direct item number as it appears on the purchase order Itemization of all costs (i.e. shipping costs, Direct-Ship fee, cost of merchandise) Terms Tracking number or Pro number with carrier name

Invoices should be billed to the following address: Overton’s Customer Orders: Overton’s, Inc Attn: AP P O Box 8228 Greenville, NC 27835

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Gander Customer Orders: Gander Mountain Company Attn: AP P O Box 8639 Greenville, NC 27835

Overton’s/Gander Direct Vendor Drop-ship Compliance Returns Overton’s Returns Procedure: Overton’s may request a Vendor credit for the following reasons: 1. Issue a pickup to customer 2. Overton’s is returning product to you. 3. Product trashed by customer 4. Customer is returning product to you 5. Shipment refused by customer — please track 6. File lost shipment claim 7. Discount requested by customer 8. Shipment lost in transit 9. Violation charge back 10. Damaged/File claim  Act upon the request and e-mail us confirmation within 24 hours  Issue a credit memo to Overton’s upon receipt of returned merchandise. If credit is not received within 30 days of initial request, and there has been no follow up action by your company, we will deduct the amount due from our next payment. We expect you to initiate the pickup of all customer returns (unless prior agreements have been made) the same day of faxed notification from our company and issue a credit to us within 24 hours of return of merchandise. Failure to respond to the request for credit within 24 hours will indicate that you wish for the customer to dispose of the item. We expect our Drop-Ship Vendors to accept customer returns for defective or damaged merchandise. All pickups for defective or damaged products should be billed to your UPS/FedEx/Motor Freight Carrier account. Items returned due to customer remorse may be returned using our 3rd party account numbers, which may be obtained by calling our Drop-Ship Department at 252-493-8355. Claims: For any products shipped by FedEx that are damaged or lost in shipment, please contact our DropShip Department at 252-493-8355 for instructions and assistance with claims filing. We will work with you and FedEx to ensure that the claim is initiated and our mutual customer is taken care of. FedEx requires that all claims for damaged or lost merchandise be paid to the shipper of record. Therefore, the damaged item will be returned to your shipping address. You should decide based on your company’s policies whether or not to declare value on shipments that you ship and bill third party to our accounts. The cost of insurance for the values you declare on our shipments will be billed to your Fed Ex account. The costs of transportation only will be third party billed to our FedEx account. If a customer refuses a Motor Freight (LTL) delivery of merchandise due to visible damage, Overton’s and Gander Direct request that the damaged item be returned to the Vendor for credit. We expect our Drop-Ship Vendors to accept the return of damaged items and request that you give Overton’s salvage credit within 24 hours of the item being returned to you. The decision to file a claim on damaged, refused shipments will be at your discretion.

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When concealed damage or defects are discovered by customers after delivery and are not notated on delivery receipts, we will issue a pick-up with the Motor Freight (LTL) carrier and have this merchandise returned back to you. We will notate on the bill of lading “RA9999 concealed damage or defect-Overtons/Gander Direct.” We will notify you that this return is in transit back to you and will expect you to issue a credit to our account within 24 hours of your receipt of the merchandise being returned.

Gander Direct Returns Procedure: FedEx Returns: All Gander Direct returns are negotiated in the form of a percentage off of each invoice. Gander Direct returns do not go back to the Vendor. All Gander Direct products should be returned to: Gander Direct 5398 Martin Luther King Jr. Hwy Greenville, NC 27834-8616 Attention: Returns Department Gander Direct Truck Shipment Returns: All Vendor Inquiries regarding Gander Direct Vendor truck shipments should go through our Drop-Ship Department at (252) 493-8355. All items that are shipped via truck will be returned to the Vendor, not the Gander Direct Distribution Center. It is the Vendor’s responsibility to inspect the returned goods and notify the Gander Drop-Ship Department of the credit to be processed.

General Information All Overton’s/Gander Direct customer information must be kept confidential. Our customers' names and telephone numbers should be used to ship Overton’s/Gander Direct orders only. Any unauthorized use of Overton’s/Gander Direct customer names will be considered a direct violation of these operating procedures. All Drop-Ship Vendors must sign and return the OVERTON’S/GANDER DIRECT DROP, SHIP CUSTOMER INFORMATION CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT.

Manufacturer/Distributor By:

Overton’s/Gander Direct By:

Company Officer

Title:

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Date:

OVERTON’S/GANDER DIRECT DROP SHIP CUSTOMER INFORMATION CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Agreement is made by and between Overton’s, Inc./Gander Mountain Company (hereinafter, individually and collectively, “Overton’s/Gander Direct”) located at c/o Overton’s, Inc., 111 Red Banks Road, Greenville, North Carolina 27858 and _____________________________ located at ______________________________. The execution and delivery of this Agreement by Manufacturer/Distributor is an express condition precedent to Overton’s/Gander Direct providing any Contact Information (as defined below) to Manufacturer/Distributor. In consideration of the foregoing, and the mutual agreements herein, the parties intending to be legally bound, hereby covenant and agree as follows: 1. Both parties acknowledge that any and all customer names and contact information (collectively, “Contact Information”) that Overton’s/Gander Direct may furnish Manufacturer/Distributor in any form, manner or media, including but not limited to names and addresses provided for drop shipments to be made by Manufacturer/Distributor, constitutes confidential and proprietary information of Overton’s/Gander Direct. Additionally, Overton’s/Gander Direct relationship with their respective customers (including, without limitation, the existence of a relationship and the shipments to be made by Manufacturer/Distributor to such customers; collectively, “Non-Contact Information”) is also confidential and proprietary information of Overton’s/Gander Direct. All such Contact Information and Non-Contact Information (collectively, “Customer Information”) shall be held in strict confidence by Manufacturer/Distributor, its employees and agents, and (a) shall not be disclosed, sold, or otherwise provided by Manufacturer/Distributor, its employees or agents to any third party, (b) shall be used by Manufacturer/Distributor, its employees or agents solely for the limited purpose of facilitating drop shipments of merchandise to the customers identified to Manufacturer/Distributor by Overton’s/Gander Direct, and (c) shall not be reproduced or copied by Manufacturer/Distributor, its employees or agents. Manufacturer/Distributor agrees and understands that Customer Information also includes Customer Information of the respective affiliates of Overton’s/Gander Mountain Company. 2. Manufacturer/Distributor agrees and understands that any solicitations or other information or materials of any kind, including but not limited to catalogs, are prohibited from accompanying drop shipments that originate from Overton’s/Gander Direct provided Contact Information; however, Manufacturer/Distributor may insert applicable product and warranty registration materials for shipped merchandise in drop shipments that originate from Overton’s/Gander Direct provided Contact Information upon Manufacturer’s/Distributor’s request and Overton’s/Gander Direct prior written consent to such inserts. 3. Manufacturer/Distributor agrees and understands that Overton’s/Gander Direct retains exclusive ownership rights and control over Customer Information notwithstanding divulgence by Overton’s/Gander Direct of such Customer Information associated with drop shipments by Manufacturer/Distributor or any other use by Overton’s/Gander Direct or any of their respective designees in the conduct of their respective businesses. 4. Manufacturer/Distributor may retain Overton’s/Gander Direct provided Contact Information for drop shipments and other customer service purposes pre-approved in writing by Overton’s/Gander Direct for a “holding period” of 5 years following receipt by Manufacturer/Distributor of such Contact Information. After such time, all Customer Information will be immediately removed from the Manufacturer’s/Distributor’s records and systems and be destroyed, all of which shall be certified in writing by Manufacturer/Distributor. 5. Notwithstanding anything to the contrary contained herein, if Manufacturer/Distributor or any of its employees or agents breach or violate or attempt to breach or violate any of the terms or provisions of this Agreement (including,

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without limitation by using, disclosing, or attempting to use or disclose any Customer Information in any manner other than as expressly permitted by this Agreement), Overton’s/Gander Direct shall each have the right, in addition to such other remedies which may be available to any of them hereunder, at law or in equity, to immediate injunctive relief enjoining such breach or violation or attempted breach or violation, without the requirement of posting bond (or if one is required, a bond in the amount of $1,000 is deemed sufficient), or proving irreparable harm or actual monetary damages; it being acknowledged and agreed that due to the unique and special nature of the Customer Information, legal remedies are inadequate to protect Overton’s/Gander Direct under such circumstances and that the unavailability of immediate injunctive relief would subject any or all of them to immediate and irreparable harm. Manufacturer/Distributor shall bear all reasonable costs and expenses of Overton’s/Gander Direct, and each of them, associated with the enforcement of their respective rights hereunder. 6. The terms herein constitute the entire agreement and understanding of the parties hereto and shall supersede all communications, negotiations, arrangements, and agreements, either oral or written, with respect to the subject matter hereof. No amendments or modifications of this Agreement shall be effective unless reduced to writing and executed by both parties hereto. This Agreement shall be governed by North Carolina law, without regard to its conflict of law’s provisions. 7. This Agreement will be effective from the date Customer Information is first provided by Overton’s/Gander Direct to Manufacturer/Distributor. Manufacturer/Distributor By:

Overton’s/Gander Direct By:

Company Officer

Title:

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Date: