THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Gander Mountain Company (GMTN)

5/5/2006 Proxy Information

Relationship with the Erickson Family and Their Affiliates

As of April 13, 2006,

• Holiday Stationstores, Inc., owned approximately 41.0% of our outstanding common stock and

• to our knowledge, members of the Erickson family, the sole shareholders of Holiday Companies, which is the parent company of Holiday Stationstores, Inc., owned over 46% of our outstanding common stock, including the shares owned by Holiday Stationstores, Inc. Members of the Erickson family hold these interests both individually and through trusts primarily for the benefit of Erickson family members and their spouses.

All of our agreements and arrangements with Holiday Companies are described below. These agreements and arrangements were negotiated between Holiday Companies and us and, therefore, are not the result of arms-length negotiations between independent parties. However, we believe the terms of these agreements and arrangements are no less favorable to us than terms that we could have obtained from unaffiliated third parties.

Terms of the Shared Services Agreement

Holiday Companies historically provided certain services to us, including obtaining insurance and providing human resources services, cash management, financial analysis and other financial services, legal services, benefits administration services, various tax services, information technology services, credit card processing services and other administrative services, as well as allowing us to use Holiday Companies’ airplane. On February 2, 2004, we formalized these arrangements by entering into a shared services agreement with Holiday Companies. This agreement was amended on March 17, 2005 to substantially reduce the scope of the services provided to us and was then terminated on January 27, 2006 by mutual agreement of the parties. The methods of billing for all services provided under the shared services agreement were determined by the type of service being provided and, in the aggregate, reasonably approximated expenses we might have incurred on a stand-alone basis. These methods included Holiday Companies’ total cost of providing the service, actual third-party costs plus administrative expenses incurred by Holiday Companies and mutually agreed upon pre-determined fees. We believe these are commercially reasonable expense billing methods. In fiscal 2005, we paid $159,000 to Holiday Companies for services provided under the shared services agreement.

Guarantees by Holiday Companies and Holiday Stationstores, Inc.

Holiday Companies and Holiday Stationstores, Inc. provide us with certain guarantees, though we do not pay them a fee for any of these guarantees. Holiday Companies and Holiday Stationstores, Inc. guarantee our leases with third parties for 13 of our stores and our distribution center.

Terms of Real Estate Agreements with Holiday Companies

We lease space from Holiday Companies for our store located in Bemidji, Minnesota. Until May 1, 2006, we leased space from a Holiday Companies affiliate for our store located in Fridley, Minnesota. Until March 17, 2005, we leased our corporate headquarters and other limited warehousing and administrative offices. Total occupancy charges paid to Holiday Companies in fiscal 2005 were $739,000.

Corporate headquarters. Until March 17, 2005, we subleased 29,265 square feet (including an allocation for common area) for our corporate headquarters in Minneapolis, Minnesota, from Holiday Stationstores, Inc., for a gross annual rent of $20.00 per square foot. Holiday Stationstores, Inc. provided, at its sole cost and expense, heating and air conditioning, water, sewer, electricity, trash removal and janitorial services to us.

Additional distribution center. Until March 17, 2005, we subleased 3,533 square feet of office space in Minneapolis, Minnesota from World Wide, Inc., an affiliate of Holiday Companies, on a month-to-month basis. We also subleased certain limited warehouse space from World Wide, Inc., which amount varied from month to month. We used this space on a temporary basis as an additional distribution center for staging inventory for new stores. Our annual gross rent was $18.00 per square foot of office space and $3.00 per square foot of warehouse space. World Wide provided, at its sole cost and expense, heating and air conditioning, water, sewer, electricity, trash removal and janitorial services to us.

Bemidji, Minnesota. Our Bemidji, Minnesota store is leased from Holiday Stationstores, Inc. through April 7, 2013, with options to extend the lease for an additional 15 years. We currently pay net rent of $210,000 annually for this 36,331-square-foot store. The annual net rental will increase to $231,000 on February 1, 2009. We also pay common area maintenance charges pursuant to a common area maintenance agreement with respect to an adjacent shopping center. If we cease operating at the store for a period in excess of six months, Holiday Stationstores, Inc. may terminate this lease.

Fridley, Minnesota. Until May 1, 2006, we subleased space for our Fridley, Minnesota store from Lyndale Terminal Co., an affiliate of Holiday Companies. We paid rent of $316,000 for this 45,246-square-foot store in fiscal 2005 and paid a pro rata share of the operating costs of the common area maintenance, taxes and insurance. We also paid a share of utility costs based on approximate actual usage.

Registration Rights Agreement

We entered into a registration rights agreement with Holiday Stationstores, Inc., Lyndale Terminal Co. and certain individual members of the Erickson family under which we have granted certain rights to these entities and individuals. Pursuant to the registration rights agreement, each of these entities and individuals has the right to demand that we file a registration statement covering the offer and sale of their shares of our common stock, so long as the aggregate offering price of common stock to be sold under the registration statement exceeds $5.0 million or represents an offering of at least 5.0% of our outstanding common stock. We are not obligated to register common stock pursuant to this demand right on more than one occasion during any one-year period. If we are eligible to file a registration statement on Form S-3, shareholders with registration rights have the right to demand that we file a registration statement on Form S-3 covering the offer and sale of their shares of our common stock, so long as the aggregate offering price of common stock to be sold under the registration statement exceeds $2.0 million. We are not obligated to register common stock on Form S-3 pursuant to this demand right on more than one occasion during any six-month period. In addition, shareholders with registration rights may also require us to include their shares in future registration statements we file, subject to cutback at the option of the underwriters of any such offering. Shares sold pursuant to any of these registrations will be freely tradable in the public market without restriction. The registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify the selling shareholders in the event of material misstatements or omissions in a registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them. The registration rights described above will terminate with respect to a particular shareholder’s securities as soon as the securities (1) have been transferred pursuant to an effective registration statement or under Rule 144 of the Securities Act of 1933, (2) can be freely sold under Rule 144(k) under the Securities Act of 1933, or (3) have been transferred and can be resold by the transferee without registration under the Securities Act of 1933.

Use of Holiday Credit Cards

We accept Holiday Companies branded credit cards at our stores. During fiscal 2005, we processed approximately $100,000 in transactions using these cards and paid Holiday Companies approximately $1,200 in fees relating to the processing of these transactions.

Assignment of Aircraft Purchase Rights

In November 2005, we assigned our rights in an aircraft purchase contract to Erickson Petroleum Corporation, an affiliate of Holiday Companies, in exchange for a payment of $1,450,000, including the refund of the $1,250,000 deposit previously paid by us to the aircraft manufacturer.

Visa Check/MasterMoney Antitrust Litigation Settlement

On January 26, 2006, we received $250,000 from Holiday Companies pursuant to an agreement whereby we agreed to accept this sum as full payment of any amounts owed to us by Holiday Companies with respect to its share of the settlement in the Visa Check/MasterMoney Antitrust Litigation.

Sublease of Airplane Hangar

We currently sublease hangar space for our corporate airplane from a company that is one-third owned by Mr. Baker at a monthly rent of $2,750 plus a $250 fuel surcharge for the winter months of November through March. We believe that the terms of this arrangement are no less favorable to our company than would be the terms of comparable arrangements conducted at arms-length between unrelated parties.

Sale of Stock to Dennis M. Lindahl

In December 1997, we sold 35,744 shares of our common stock to Mr. Lindahl at a purchase price of $8.39 per share. Mr. Lindahl borrowed $300,000 from us to finance the purchase of these shares. Mr. Lindahl issued to us a non-recourse promissory note for the amount borrowed. The promissory note bears simple interest at a rate of 3.9% per annum, payable monthly. Principal on the note is due and payable on December 29, 2007 and 35,744 shares of our common stock owned by Mr. Lindahl secure the note. As of January 28, 2006, the outstanding principal balance plus accrued interest due from Mr. Lindahl under his note was $300,898. The principal amount of this note may not be prepaid.

Placement of Subordinated Unsecured Convertible Notes

On August 16, 2005, we completed a private offering of $20 million of subordinated unsecured convertible notes. The notes are held by a trust, the current beneficiary of which is Mr. Pratt. Mr. Pratt was first elected to serve on the board of directors on the date of the closing of the transaction. The notes are convertible into our common stock at any time by the holder at an initial conversion price of $16.00 per share. The notes mature on August 16, 2010 and bear interest at 7.0% per annum for the first two years, payable semi-annually, after which the rate will float at a fixed spread of 3.50% on the federal funds rate from a minimum of 6.0% to a maximum of 8.5%. We may prepay the notes, without penalty, any time after August 16, 2007, and we have the option to require conversion of the notes under certain circumstances.

5/6/2005 Proxy Information

Relationship with the Erickson Family and Their Affiliates

As of April 13, 2005,

• Holiday Stationstores, Inc., owned 41.1% of our outstanding common stock and

• to our knowledge, members of the Erickson family, the sole shareholders of Holiday Companies, which is the parent company of Holiday Stationstores, Inc., owned approximately 51% of our outstanding common stock, including the shares owned by Holiday Stationstores, Inc. Members of the Erickson family hold these interests both individually and through trusts primarily for the benefit of Erickson family members and their spouses.

We are not, and have not been, consolidated with any entity for tax purposes.

For as long as these entities and the members of the Erickson family continue to beneficially own shares of common stock representing more than 50% of the voting power of our common stock, they will be able to direct the election of all of the members of our board of directors and could exercise a controlling influence over our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, the repurchase or redemption of common stock and the payment of dividends. Similarly, these entities and the members of the Erickson family collectively have the power to determine matters submitted to a vote of our shareholders without the consent of our other shareholders, have the power to prevent a change in our control and could take other actions that might be favorable to them.

Holiday Stationstores, Inc. and members of the Erickson family have advised us that their current intent is to continue to hold substantially all of the common stock beneficially owned by them. However, none of them is subject to any contractual obligations to retain their controlling interest and there can be no assurance as to the period of time during which Holiday Stationstores, Inc. and the Erickson family will maintain their beneficial ownership of our common stock owned by them. Holiday Stationstores, Inc. and certain individual members of the Erickson family have rights to cause us to register their shares as described under “Registration Rights Agreement” below.

We have been advised that members of the Erickson family have no existing agreement or arrangement to act in concert with respect to the voting or disposition of their respective ownership interests. Individual members of the Erickson family are able to exercise their own discretion with respect to the voting and disposition of their respective ownership interests. The information we have included in this proxy regarding the Erickson family’s collective ownership interests is intended only as a convenient description for the combined ownership interests of Holiday Stationstores, Inc. and the individual members of the Erickson family. Every member of the Erickson family is not necessarily part of a “group,” or our “affiliate,” for any purpose under applicable securities laws or otherwise.

On February 2, 2004, we entered into a shared services agreement with Holiday Companies governing the relationships between us and Holiday Companies. In fiscal 2004, we paid Holiday Companies approximately $0.2 million for obtaining and managing our workers’ compensation, property, auto and general liability insurance; $1.8 million for providing human resources services, cash management and other financial services, legal services, benefits administration services, various tax services, information technology services and other services; and $1.5 million for the rental of store properties, our corporate headquarters and warehousing and administrative space.

All of our agreements and arrangements with Holiday Companies are described below. These agreements and arrangements were negotiated between Holiday Companies and us and, therefore, are not the result of arms-length negotiations between independent parties. However, we believe the terms of these agreements and arrangements, including the terms for each of the services provided by Holiday Companies under the shared services agreement described below, were no less favorable to us than terms that we could have obtained from unaffiliated third parties.

Terms of the Shared Services Agreement

Holiday Companies historically provided certain services to us, including obtaining insurance and providing human resources services, cash management, financial analysis and other financial services, legal services, benefits administration services, various tax services, information technology services, credit card processing services and other administrative services, as well as allowing us to use Holiday Companies’ airplane. On February 2, 2004, we formalized these arrangements by entering into a shared services agreement with Holiday Companies, which was amended on March 17, 2005. The intention of the original agreement was to continue the relationship between Holiday Companies and us in a manner consistent with past practices. We amended the agreement to reduce the scope of those services in connection with the relocation of our corporate headquarters to Saint Paul, Minnesota. The shared services agreement had an initial term of one year with automatic one-year renewal terms subject to early termination by either party with 90 days’ written notice. The methods of billing for all services are determined by the type of service being provided and, in the aggregate, reasonably approximate expenses we might incur on a stand-alone basis. These methods include Holiday Companies’ total cost of providing the service, actual third-party costs plus administrative expenses incurred by Holiday Companies and mutually agreed upon pre-determined fees. We believe these expense billing methods are commercially reasonable. We currently estimate that we will pay approximately $200,000 to Holiday Companies under the shared services agreement in fiscal 2005.

Loans from Holiday Companies

In December 2001, we borrowed $55.0 million from Holiday Companies. In October 2002, we repaid $5.0 million plus accrued interest. Effective February 1, 2003, Holiday Companies converted the remaining $54.6 million of the principal and accrued interest on the note into 117,607 shares of our preferred stock which converted into 3,763,424 shares of our common stock in connection with our initial public offering. From March 2003 through May 2003, Holiday Companies advanced an additional $10.0 million to us, all which has been repaid.

Guarantees by Holiday Companies and Holiday Stationstores, Inc.

Holiday Companies and Holiday Stationstores, Inc, provide us with certain guarantees, though we do not pay them a fee for any of these guarantees. Holiday Companies and Holiday Stationstores, Inc. guarantee our leases with third parties for 18 of our stores and our distribution center. In addition, Holiday Companies guarantees amounts due to certain vendors. These guarantees are cancelable by Holiday Companies with 90 days notice to the vendors.

Terms of Real Estate Agreements with Holiday Companies

We lease space from Holiday Companies’ affiliates for our stores located in Bemidji, Minnesota and Fridley, Minnesota. Until March 17, 2005, we also leased our corporate headquarters and other limited warehousing and administrative offices.

Corporate headquarters. Until March 17, 2005, we subleased 29,265 square feet (including an allocation for common area) for our corporate headquarters in Minneapolis, Minnesota, from Holiday Stationstores, Inc., for a gross annual rent of $20.00 per square foot. Holiday Stationstores, Inc. provided, at its sole cost and expense, heating and air conditioning, water, sewer, electricity, trash removal and janitorial services to us.

Additional distribution center. Until March 17, 2005, we subleased 3,533 square feet of office space in Minneapolis, Minnesota from World Wide, Inc., a company controlled by Holiday Companies, on a month-to-month basis. We also subleased certain limited warehouse space from World Wide, Inc., which amount varied from month to month. We used this space on a temporary basis as an additional distribution center for staging inventory for new stores. Our annual gross rent was $18.00 per square foot of office space and $3.00 per square foot of warehouse space. World Wide provided, at its sole cost and expense, heating and air conditioning, water, sewer, electricity, trash removal and janitorial services to us.

Bemidji, Minnesota. Our Bemidji, Minnesota store is leased from Holiday Stationstores, Inc. through April 7, 2013, with options to extend the lease for an additional 15 years. We currently pay net rent of $210,000 annually for this 36,331-square-foot store. The annual net rental will increase to $231,000 on February 1, 2009. We also pay common area maintenance charges pursuant to a common area maintenance agreement with respect to an adjacent shopping center. If we cease operating at the store for a period in excess of six months, Holiday Stationstores, Inc. may terminate this lease.

Fridley, Minnesota. Our Fridley, Minnesota store is subleased from Lyndale Terminal Co., a company controlled by the Erickson family, through December 31, 2013, with options to extend the lease for an additional ten years upon at least 270 days’ notice to Lyndale Terminal Co. We currently pay $7.00 per square foot annually for this 45,246-square-foot store and pay a pro rata share of the operating costs of the common area maintenance, taxes and insurance. We pay a share of utility costs based on approximate actual usage. We may terminate this sublease at any time on or before December 31, 2008, by giving Lyndale Terminal Co. at least one year’s prior written notice. If we cease operating at this store for a period in excess of six months, Lyndale Terminal Co. may terminate the sublease.

Registration Rights Agreement

We entered into a registration rights agreement with Holiday Stationstores, Inc., Lyndale Terminal Co. and certain individual members of the Erickson family under which we have granted certain rights to these entities and individuals. Pursuant to the registration rights agreement, each of these entities and individuals has the right to demand that we file a registration statement covering the offer and sale of their shares of our common stock, so long as the aggregate offering price of common stock to be sold under the registration statement exceeds $5.0 million or represents an offering of at least 5.0% of our outstanding common stock. We are not obligated to register common stock pursuant to this demand right on more than one occasion during any one-year period. If we are eligible to file a registration statement on Form S-3, shareholders with registration rights have the right to demand that we file a registration statement on Form S-3 covering the offer and sale of their shares of our common stock, so long as the aggregate offering price of common stock to be sold under the registration statement exceeds $2.0 million. We are not obligated to register common stock on Form S-3 pursuant to this demand right on more than one occasion during any six-month period. In addition, shareholders with registration rights may also require us to include their shares in future registration statements we file, subject to cutback at the option of the underwriters of any such offering. Shares sold pursuant to any of these registrations will be freely tradable in the public market without restriction. The registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify the selling shareholders in the event of material misstatements or omissions in a registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them. The registration rights described above will terminate with respect to a particular shareholder’s securities as soon as the securities (1) have been transferred pursuant to an effective registration statement or under Rule 144 of the Securities Act of 1933, (2) can be freely sold under Rule 144(k) under the Securities Act of 1933, or (3) have been transferred and can be resold by the transferee without registration under the Securities Act of 1933.

Use of Holiday Credit Cards

We accept Holiday Companies branded credit cards at our stores. During fiscal 2004, we processed approximately $250,000 in transactions using these cards and paid Holiday Companies approximately $3,000 in fees relating to the processing of these transactions.

Sublease of Airplane Hangar

We currently sublease hangar space for our corporate airplane from a company that is one-third owned by Mr. Baker at a monthly rent of $2,500. We believe that the terms of this arrangement are no less favorable to our company than would be the terms of comparable arrangements conducted at arms-length between unrelated parties.

Sale of Stock to Dennis Lindahl

In December 1997, we sold 35,744 shares of our Class B Nonvoting Common Stock to Mr. Lindahl at a purchase price of $8.39 per share. Mr. Lindahl borrowed $300,000 from us to finance the purchase of these shares. Mr. Lindahl issued to us a non-recourse promissory note for the amount borrowed. The promissory note bears simple interest at a rate of 3.9% per annum, payable monthly. Principal on the note is due and payable on December 29, 2007 and shares of our common stock owned by Mr. Lindahl secure the note. As of January 29, 2005, the outstanding principal balance plus accrued interest due from Mr. Lindahl under his note was $300,912. The principal amount of this note may not be prepaid.

Dennis Lindahl’s Consulting Arrangement with Holiday Companies

Under the terms of his employment agreement with our company, Mr. Lindahl was permitted to provide consulting services to Holiday Companies for approximately two days per month. Effective January 29, 2005, Mr. Lindahl no longer provides consulting services to Holiday Companies.