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2018 FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT FILED DOCUMENT# M03000001001 Jan 11, 2018 Entity Name: TMBC, L.L.C. Secretary of State CC5697721940 Current Principal Place of Business: 200 GULF STREAM WAY ATTN: TAX & LICENSE DIV DANIA, FL 33004

Current Mailing Address: 2500 E KEARNEY ATTN: TAX & LICENSE DIV SPRINGFIELD, MO 65898 US

FEI Number: 01-0764915 Certificate of Status Desired: No Name and Address of Current Registered Agent:

C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 US

The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Date

Authorized Person(s) Detail : Title MGR Name HAGALE, JAMES A Address 2500 E. KEARNEY ST. City-State-Zip: SPRINGFIELD MO 65898

I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: JAMES A HAGALE PRESIDENT 01/11/2018

Electronic Signature of Signing Authorized Person(s) Detail Date Search Corporations, Limited Liability Companies, Limited Partnerships, and Trademarks by Officer or Registered Agent

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Officer/Registered Agent Name List Officer/RA Name Entity Name Entity Number HAGALE, JAMES A WORLD WIDE SPORTSMAN, INC. 821053 HAGALE, JAMES A WHITE OAK VENTURES CO. F13000000401 HAGALE, JAMES A AMERICAN SPORTSMAN HOLDINGS CO. F15000004173 HAGALE, JAMES A GRASSY KEY HOLDINGS, LLC L12000054039 HAGALE, JAMES A BASS PRO OUTDOOR WORLD, L.L.C. M00000000033 HAGALE, JAMES A TMBC, L.L.C. M03000001001 HAGALE, JAMES A FLORIDIAN HOLDINGS, LLC M06000002570 HAGALE, JAMES A WHITE OAK VENTURES, LLC M14000000431 HAGALE, JAMES A ISLAMORADA FISH COMPANY, L.L.C. M97000000737 HAGALE, JIM OUTDOOR TEAMWORKS, LLC M16000010191 HAGALE, JIM SPORTSMAN PARK DEVELOPMENT COMPANY P95000041586 HAGALE, JIM A AMERICAN SPORTSMAN HOLDINGS CO. F00000000556 HAGALE, JOHN E SOUTHLAND ROYALTY COMPANY 833999 HAGALE, JOHN E BURLINGTON RESOURCES OIL & GAS COMPANY 854020 HAGAL, ELAINE HAGAL DEVELOPMENT CORP. P98000007809 HAGALE, NANCY M & T CONSTRUCTION CO., INC. 420975 HAGAL, GEORGE HAMPTON COURT CONDOMINIUM, INC. 726631 HAGAL, GEORGE WINPAR HOSPITALITY LLLP A05000001412 HAGAL, GEORGE BIZZARRO'S PASTA & PIZZA, INC. P02000051588 HAGAL,,GEORGE MGM OF FLORIDA, INC. P13000071172

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Bass Pro Shops Corporate Office Address

BPS Direct, LLC 2500 East Kearney Springfield, Missouri 65898

Contact Bass Pro Shops

Phone Number: (417) 873-5000 Fax Number: (417) 873-5060 Website: http://www.basspro.com Email: Email Bass Pro Shops

Bass Pro Shops Facts

Founder: John Morris Date Founded: 1971 Founding Location: Springfield, Missouri Number of Employees: 22000

Bass Pro Shops Executives

CEO: Johnny L. Morris CFO: Dan Hoy COO: James Hagale

http://corporateofficehq.com/bass-pro-shops-corporate-office/[12/26/2018 1:31:25 PM] 2017 40 Under 40 Yearbook: Dan Hoy, 54 | SBJ Page 2 of 8

2017 40 Under 40 Yearbook: Dan Hoy, 54 STEVIE ROZEAN Posted online March 20, 2017 | 8:41 pm

Then: Director of facilities, Bass Pro Shops Now: Director of facilities, Bass Pro Shops

You’re lucky if you find a job you love, even luckier if you get to stay in it for over 34 years. Dan Hoy is that guy. Back in 2002, he was the director of facilities at Bass Pro Shops; come 2017, he’s still riding that wave. In his position, Hoy strives to eliminate waste and promote conservation, which he says are values that directly correlate to his faith. He’s been recruited by other companies over the years, but hasn’t found something that resonates as deeply or is as appealing as his current position. Hoy has a wife of 35 years and two grown daughters. In his free time, he loves to fish, hunt, ride his motorcycle and canoe – anything to keep him outside. The most crucial thing he’s learned over the years? “Don’t jump to conclusions,” he says.

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http://sbj.net/stories/2017-40-under-40-yearbook-dan-hoy-54,1691 12/26/2018 NO. 17-_____

In the Supreme Court of the United States ______

TMBC, LLC, PETITIONER, v.

ROBERT MCKEAGE, ET AL., RESPONDENTS. ______On Petition for a Writ of Certiorari to the United States Court of Appeals for the Eighth Circuit ______PETITION FOR WRIT OF CERTIORARI ______

JASON C. SMITH ASHLEY C. PARRISH SPENCER FANE BRITT Counsel of Record & BROWNE LLP JAMES P. SULLIVAN 2144 E. Republic Road JOSHUA N. MITCHELL Suite B300 CHRISTOPHER R. HEALY Springfield, MO 65804 KING & SPALDING LLP 1700 Pennsylvania Ave., NW Washington, DC 20006 (202) 737-0500 [email protected]

Counsel for Petitioner February 6, 2018 ii

PARTIES TO THE PROCEEDING AND RULE 29.6 STATEMENT Petitioner in this Court, defendant-appellant and cross-appellee below, is TMBC, LLC. Respondents in this Court, plaintiffs-appellees and cross-appellants below, are Robert McKeage and Janet McKeage, on behalf of themselves and all others similarly situated. TMBC, LLC’s parent company is Tracker Marine Retail, LLC, whose parent company is White River Marine Group, LLC, whose parent company is Bass Pro Group, LLC. No publicly held company owns 10% or more of TMBC, LLC’s membership interests.

Bass Pro Shops

BPS Direct, LLC (doing business as Bass Pro Shops) is an American privately held BPS Direct, LLC retailer of hunting, fishing, camping and related outdoor recreation merchandise. Bass Pro Shops supports and sells merchandise for theNational Audubon Society.

Contents

History House brands Tracker Marine Group Trading Bass Pro Shops Retail stores name Islamorada Fish Company Restaurant Type Private Uncle Buck's Fishbowl and Grill Industry Retail NRA National Sporting Arms Museum Founded 1971 Affiliation with NASCAR Founder John Morris See also Headquarters Springfield, References Missouri External links Number of 177 (including 82 locations Cabela's) Key people John Morris Founder History and CEO The majority owner, John Morris, began his career in sporting goods with a fishing James (Jim) Hagale section in the back of a Brown Derby liquor store owned by his father, located in President & COO Springfield MO on the road to Table Rock Lake and Branson, Missouri. That small Products Hunting, fishing, fishing department sold homemade bait and worms, proving popular enough that and outdoor merchandise Bass Pro Shops was incorporated in 1971. These homemade baits were so popular that many people wanted the opportunity to buy these when they had returned home. Revenue US$ 4.58 billion [1] Thus began the Bass Pro Shops catalog, first mailed in 1974. Soon, it became the (2016) world's largest mail order sporting goods store. Number of 22,000 (2016) employees In 1975, to meet the burgeoning demand for Bass Pro Shops exclusive products, Subsidiaries Cabela's American Rod and Gun was established. Acting as a separate wholesaling entity Website www.basspro.com ARG serves more than 7,000 independently owned retail stores worldwide. In 1977, Bass Pro Shops introduced the first fish-ready complete boat motor and trailer package with the Bass Tracker. In 1984, construction began on the Outdoor World Catalog Showroom in Springfield, Missouri. Big Cedar Lodge opened in 1988 on Table Rock Lake.

In 1995, Bass Pro Shops Sportsman's Warehouse opened in Atlanta, Georgia, its first store outside the state of Missouri. In November 2001, taking advantage of Outdoor World's popularity as a tourist destination, the Wonders of Wildlife museum was opened next door to the store in Springfield.[2][3] The Wonders of Wildlife Museum Bass Pro Shops at the Memphis & Aquarium closed for renovation in 2007. As of October 2016 it is still closed with Pyramid an expected reopening by the end of the year. Bass Pro Shops has announced that the grand reopening of the Wonders of Wildlife museum will take place on September 21, 2017.[4]

In 2015, Bass Pro Shops opened a store inside the Memphis Pyramid, a former sports arena and concert venue in Memphis, Tennessee. In addition to the retail store itself, the building houses two restaurants, a bowling alley, a 100-room hotel, an observation deck, and the tallest free-standing elevator in America. At 535,000 sq ft, The Pyramid is Bass Pro's largest store. Bass Pro Shops at Vaughan Mills In October 2016, Bass Pro Shops announced that they had reached a deal to acquire competitor Cabela's for $5.5 billion. The deal is being financed via preferred equity financing from Goldman Sachs and Pamplona. Goldman Sachs will contribute $1.8 billion towards financing and Pamplona will contribute the remainder for a total commitment of $2.4 billion.[13] The new entity is expected to be formed and in operation in Q1 or Q2 of 2017.[5] The new entity will keep Cabela's base in Sidney and Lincoln, Nebraska. Morris will continue as CEO of the new entity. He will also be the majority shareholder of the new privately held entity. Tommy Milner stressed that the company had reviewed a range of options that would maximize value, with the board choosing to go the route of Bass Pro Shops.

House brands

Bass Pro Shops carries a number of house brands. Among these are:

Archenemy Ascend API Bass Pro Shops Bio-everything Black Out Bob Timberlake Dark Star Johnny Morris Reels Natural Reflections Offshore Angler Occulus ProQualifier RangeMaxx Red Head Uncle Buck's White River Fly Shop Worldwide Sportsman XPSpistols XTS

Tracker Marine Group

For the article on the company, see Tracker Marine Group.

In 1978, Bass Pro Shops introduced the Bass Tracker boat, produced by the Tracker Marine Group. Its brands include Tracker Boats, Nitro, Sun Tracker, Tahoe, Fisher, ProCraft, Kenner, Mako Myacht and SeaCraft. These boats are sold in showrooms attached to every Bass Pro Shops store, in stand alone Tracker dealerships, and to independent marine dealers throughout the United States. All Tracker Marine Group boats are manufactured in multiple plants in southern Missouri. Over 400,000 people have purchased Tracker boats since 1978.[2] Retail stores

Bass Pro Shops has 94 existing stores in the United States and Canada. The store sizes range from 20,000 square feet (1,900 m2) up to 535,000 square feet (49,700 m2). The largest flagship stores are known as Outdoor World stores. The decor of the stores includes taxidermy mounts native to the local area. All stores have an indoor water feature that showcases fish species that are indigenous to the area. The fish in their tanks are game fish of great size. In some of these aquariums, professional anglers and store pro-staff hold demonstrations showing the use of an artificial bait. They catch the fish in these tanks to show how well the bait works. Bass Pro Shops is also known for its Outdoor Skills Workshops, teaching skills as varied as fly fishing, Dutch oven cooking, archery hunting with an archery range in the store, andGPS navigation. They hold many skills workshops with the top names in the outdoor world.[2]

The Rancho Cucamonga, California Outdoor World store is used for the exterior shots of the fictional "Outdoor Man" store in the ABC sitcom Last Man Standing, starring Tim Allen, that premiered in 2011. Camera crews have also visited the store several times to film interior shots.[6]

Islamorada Fish Company Restaurant

Many locations include an Islamorada Fish Company, a chain of restaurants owned by Bass Pro Shops.

Uncle Buck's Fishbowl and Grill

The new San Jose, CA, Bridgeport, CT, Tsawwassen, BC, Altoona, IA, East Logo of Islamorada Fish Company Peoria, IL, Harlingen, TX, Round Rock, TX, Bristol, TN, Memphis, TN, and Tacoma, WA Outdoor World locations feature a first for Bass Pro Shops: a 12- lane bowling alley. The project is in cooperation with Brunswick Bowling & Billiards. In addition to bowling, the facility offers a full-service restaurant and bar as well as world-class billiards in the Black Widow billiard room. The 15,000 sq ft (1,400 m2) underwater themed facility is connected to the Bass Pro Shops, but features a separate entrance to accommodate late night diners and bowlers.

NRA National Sporting Arms Museum

After nearly a decade of work by the NRA and Bass Pro Shops, the NRA National Sporting Arms Museum opened in the flagship store in Springfield, Missouri on August 2, 2013. It showcases almost 1,000 sporting artifacts from the 1600s to today, including some historically significant firearms from the NRA Museum Collection. The museum will host firearms and artwork from the Remington Arms Company factory collection, a multimillion-dollar collection of U.S. military sidearms, engraved Colt revolvers of the American frontier, the guns of Annie Oakley and firearms of U.S. Presidents likeT eddy Roosevelt and Dwight Eisenhower.[7]

Affiliation with NASCAR

Bass Pro Shops and its owner, John Morris, have had a longtime interest in NASCAR racing. The company has sponsored such racers as Dale Earnhardt, Kerry Earnhardt, and Martin Truex Jr. Truex won the 2004 and 2005 Busch Series championships in the No. 8 Bass Pro Shops-sponsored Chevy, and drove the No. 1 Chevy for Earnhardt Ganassi Racing in the Sprint Cup series from 2005 to 2009. He got his first win at Dover International Speedway and finished 11th in the Chase for the Nextel Cup in 2007. While Truex, Jr. renewed with Bass Pro Shops as his main sponsor for three years in 2007. In 2009, he announced he would be leaving Earnhardt Ganassi Racing for Michael Waltrip Racing in 2010. Jamie McMurray, former driver of the Roush Fenway Racing Crown Royal Ford Fusion and who is from Joplin, MO (approx. 60 miles away from the national headquarters in Springfield), replaced Truex, Jr. for the 2010 season.

McMurray won the 2010 Daytona 500 in his first race driving in the Bass Pro Shops-sponsored Chevrolet. He followed that up by winning the 2010 Brickyard 400 at Indianapolis, making him the 3rd driver to win both races in the same season. He also won the 2010 Bank of America 500 at Lowe's Motor Speedway. In the Xfinity Series, Bass Pro Shops was the main sponsor for the No. 3 car driven by Ty Dillon. Also in the Truck Series, Bass Pro Shops sponsors the No. 32 truck driven byR yan Truex.[8]

Beginning with the 2013 season, Bass Pro Shops signed a multi-year agreement to be the primary sponsor for the No. 14 Stewart- Haas Racing Chevrolet SS driven by three-time Sprint Cup ChampionT ony Stewart.

Bass Pro Shops reunited with Martin Truex Jr. in 2016 to be the primary sponsor of the No. 78 Furniture Row Sprint Cup car at the Daytona 500 and eight more races during the 2016 season. In 2017, Truex won his first Cup championship, with Bass Pro Shops as his sponsor.

Also in 2016, Bass Pro Shops became the primary sponsor of the August race at Bristol Motor Speedway, one of the most iconic events in NASCAR. The event is now known as theBass Pro Shops NRA Night Race.

In the 2005 Disney film Herbie: Fully Loaded, Bass Pro Shops is one of two main sponsors of Ray Peyton Jr. (the other being Tracker Boats which Bass Pro Shops owns) Herbie also later receives a Bass Pro Shops sticker on his left rear fender.