STOCK PURCHASE AGREEMENT

Exhibit 10

EXECUTION COPY

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of December 11, 2006, is made by and among Gander Mountain Company, a Minnesota corporation (the “ Company ”), and the investors named on the signature pages hereto (the “ Investors ”).

RECITALS

A.                                    The Company and the Investors are executing and delivering this Agreement in reliance upon the exemptions from securities registration afforded by Section 4(2) of the Securities Act and Rule 506 under Regulation D.

B.                                      The Investors desire, upon the terms and conditions stated in this Agreement, to purchase the Company’s Common Stock, for an aggregate purchase price of $50,000,000.

C.                                      The capitalized terms used herein and not otherwise defined have the meanings given them in ARTICLE IX.

TERMS AND CONDITIONS

In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF COMMON STOCK

1.1                                  Purchase and Sale of Common Stock .  At the Closing, subject to the terms of this Agreement and the satisfaction or waiver of the conditions set forth in ARTICLES VI and VII, the Company will issue and sell to each Investor, and each Investor will (on a several and not a joint basis) purchase from the Company, that number of shares of Common Stock (collectively, the Shares ”) set forth beneath such Investor’s name on the signature pages hereof.

1.2                                  Payment .  Each Investor will pay $8.77 per share for each share of Common Stock, by either wire transfer of immediately available funds in accordance with the Company’s written wire instructions or cancellation of that certain amended and restated subordinated note due August 15, 2010 issued by the Company in the aggregate principal amount of $20,000,000 (the “ Note ”) (with cancellation of the Note to include the amount of all principal and accrued but unpaid interest on the Note), simultaneously with delivery by the Company to each Investor of the shares of Common Stock so purchased by such Investor, and the Company will deliver the Shares against delivery of the purchase price as described above.

1.3                                  Closing Date .  Subject to the satisfaction or waiver of the conditions set forth in ARTICLES VI and VII, the Closing will take place at 3:01 p.m., Central Time, on December 12, 2006, or at another date or time agreed upon by the parties to this Agreement (the “ Closing Date ”).  The Closing will be held at the offices of Faegre & Benson LLP in Minneapolis, Minnesota, or at such other place as the parties agree.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF INVESTORS

Each Investor represents and warrants to the Company, severally and solely with respect to itself and its purchase hereunder and not with respect to any other Investor, that:

2.1                                  Organization and Qualification .  To the extent the Investor is an entity, the Investor is duly incorporated or organized, validly existing and in good standing under the laws of the state of

1

organization, with full power and authority (corporate and other) to own, lease, use and operate its properties, if any, and to carry on its business as and where now owned, leased, used, operated and conducted.  To the extent the Investor is an entity, the Investor is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

2.2                                  Authorization; Enforcement .  To the extent the Investor is an entity, (a) the Investor has all requisite power and authority to enter into and to perform its obligations under this Agreement, to consummate the transactions contemplated hereby and thereby and to purchase the Common Stock in accordance with the terms hereof; (b) the execution, delivery and performance of this Agreement by the Investor and the consummation by it of the transactions contemplated hereby have been duly authorized by all required parties and no further consent or authorization of Investor, its board of directors, shareholders, trustees or members is required; (c) this Agreement has been duly executed and delivered by the Investor; and (d) assuming the valid and binding execution of this Agreement by the Company and compliance with the terms of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor enforceable against the Investor by the Company in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.  To the extent the Investor is a natural person, this Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor, enforceable in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

2.3                                  Investment Purpose .  The Investor is purchasing the Common Stock for its own account and not with a present view toward the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

2.4                                  Accredited Investor Status .  The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D. 

2.5                                  Reliance on Exemptions .  The Investor understands that the Common Stock is being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Common Stock.

2.6                                  Information and Sophistication .  The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Common Stock, that have been requested by the Investor or its advisors, if any.  The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company.  The Investor acknowledges and understands that its investment in the Common Stock involves a significant degree of risk, including the risks reflected in the SEC Documents.  The Investor is experienced and knowledgeable in financial and business matters, is capable of evaluating the merits and risks of investing in the Common Stock, and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks who the Investor intends to use in connection with a decision as to whether to purchase the Common Stock.

2.7                                  Governmental Review .  The Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Common Stock or an investment therein.

2

2.8                                  Transfer or Resale .  The Investor understands that:

(a)                                   except as provided in ARTICLE XII, the Shares have not been and are not being registered under the Securities Act or any applicable state securities laws and, consequently, the Investor may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act; (ii) the Investor has delivered to the Company an opinion of counsel satisfactory to the Company (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Shares are sold or transferred pursuant to Rule 144;

(b)                                  any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with another exemption under the Securities Act or the rules and regulations of the SEC thereunder; and

(c)                                   except as set forth in ARTICLE XII, neither the Company nor any other person is under any obligation to register the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

2.9                                  Legends .  The Investor understands that until (a) the Shares may be sold by the Investor under Rule 144(k) or (b) such time as the resale of the Shares has been registered under the Securities Act as contemplated by ARTICLE XII, the certificates representing the Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Shares):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ ACTS ”).  THE SECURITIES MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF THE FOLLOWING: (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACTS COVERING THE TRANSACTION, (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (3) THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS.

The legend set forth above will be removed and the Company will issue a certificate without the legend to the holder of any certificate upon which it is stamped, in accordance with the terms of ARTICLE V.

2.10                            Residency .  The Investor is a resident of the jurisdiction set forth immediately below such Investor’s name on the signature pages hereto.

2.11                            No Intent to Effect a Change of Control .  The Investor has no present intent to change or influence the control of the Company within the meaning of Rule 13d-1 of the Exchange Act.

2.12                            No Broker Fees .  The Investor has not engaged any brokers, finders, or agents, and the Investor has not incurred, and neither the Investor nor the Company will incur, directly or indirectly, as a

3

result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investors that:

3.1                                  Organization and Qualification . The Company is duly incorporated, validly existing and in good standing under the laws of the State of Minnesota, with full power and authority (corporate and other) to own, lease, use and operate its properties, if any, and to carry on its business as and where now owned, leased, used, operated and conducted.  The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

3.2                                  Authorization; Enforcement .  (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, to consummate the transactions contemplated hereby and to issue the Common Stock in accordance with the terms hereof; (b) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby (including without limitation the issuance of the Common Stock in accordance with the Company’s Articles of Incorporation and this Agreement) have been duly authorized by the Company’s board of directors and a committee thereof consisting of “disinterested” directors pursuant to Section 302A.673 of the Minnesota Statutes, and no further consent or authorization of the Company, its board of directors or its shareholders is required; (c) this Agreement has been duly executed and delivered by the Company; and (d) assuming the valid and binding execution of this Agreement by the Investor and compliance with the terms of this Agreement by such Investor, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company by such Investor in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

3.3                                  Issuance of Securities .  The Common Stock has been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free from all taxes, liens, claims, encumbrances and charges with respect to the issuance thereof (other than liens imposed by an Investor).

3.4                                  No Conflicts; No Violation .

(a)                                   The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Common Stock) do not and will not (i) conflict with or result in a violation of any provision of the Company’s Articles of Incorporation or Bylaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected (except, in the case of clauses (ii) and (iii), for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect).

4

(b)                                  The Company is not in violation of its Articles of Incorporation, Bylaws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect.

(c)                                   Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange, the Company is not required to obtain any consent, authorization or order of (other than those obtained on or prior to the date hereof), or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Common Stock in accordance with the terms hereof.

3.5                                  SEC Documents .  Since the closing date of the Company’s initial public offering, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof being referred to herein as the “ SEC Documents ”).  As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, other than SEC Documents that have been amended as of the date hereof.

3.6                                  No Broker Fees .  Except for the Mercanti Group, LLC, Company has not engaged any brokers, finders or agents, and the Company has not incurred, and neither the Company nor any Investor will incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement, except for fees and expenses payable to Mercanti Group, LLC, which shall be paid by the Company.

ARTICLE IV
COVENANTS

4.1                                  Best Efforts .  Each party will use its best efforts to satisfy in a timely fashion each of the conditions to be satisfied by it under ARTICLES VI and VII of this Agreement.

4.2                                  Form D; Blue Sky Laws .  The Company will file a Notice of Sale of Securities on Form D with respect to the Shares, as required under Regulation D.  The Company will take such action as it reasonably determines to be necessary to qualify the Shares for sale to the Investors under this Agreement under applicable securities (or “blue sky”) laws of the states of the United States (or to obtain an exemption from such qualification).  The Company will file with the SEC a Current Report on Form 8-K disclosing this Agreement and the transactions contemplated hereby within four business days after the Closing Date and will make any required notice filings with state securities law authorities on a timely basis.

4.3                                  Expenses .  Except as otherwise set forth in this SECTION 4.3, each party will pay its own fees and expenses, as well as the fees and expenses of its own advisors and consultants, in connection

5

with the transactions contemplated by this Agreement.  Upon the consummation of the sale of the Common Stock anticipated by this Agreement, the Company will pay the reasonable out-of-pocket expenses incurred by the Investors in connection with the transactions herein contemplated, including without limitation, the fees and out-of-pocket expenses of one special counsel to the Investors in connection with the transactions herein contemplated, up to an aggregate amount of $15,000.  The Company will also pay all fees and expenses incurred by the Investors with respect to any amendments or waivers requested by the Company (whether or not the same become effective) under or in respect of this Agreement and the fees and expenses set forth in SECTION 12.21.

4.4                                  Sales by Investors .  Each Investor will sell any Shares sold by it in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder.  No Investor will make any sale, transfer or other disposition of the Shares in violation of federal or state securities laws or the restrictive provisions set forth in this Agreement.

4.5                                  Use of Proceeds .  The Company will use the proceeds from the sale of the Shares for general corporate purposes, which may include the repayment of debt to institutional lenders.

ARTICLE V
TRANSFER AGENT INSTRUCTIONS; REMOVAL OF LEGENDS

5.1                                Issuance of Certificates .  The Company will instruct its transfer agent to issue certificates, registered in the name of each Investor as set forth on the signature pages to this Agreement, for Common Stock in such amounts as specified on the signature pages to this Agreement.  All such certificates will bear the restrictive legend described in SECTION 2.9.

5.2                                Unrestricted Securities .  If, unless otherwise required by applicable state securities laws, (a) the resale of the Shares represented by a certificate has been registered under an effective registration statement filed under the Securities Act, (b) a holder of Shares provides the Company and the Transfer Agent with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Shares may be made without registration under the Securities Act and such sale either may occur without restriction on the manner of such sale or transfer, (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Shares can be sold under Rule 144, or (d) the Shares represented by a certificate can be sold without restriction as to the number of securities sold under Rule 144(k), the Company will permit the transfer of the Shares, and the Transfer Agent will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder.

ARTICLE VI
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL

The obligation of the Company to issue and sell the Shares to each Investor at the Closing is subject to the satisfaction by such Investor, on or before the Closing Date, of each of the following conditions.  These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

6.1                                  The Investor will have executed this Agreement and will have delivered this Agreement to the Company.

6.2                                  The Investor will have delivered the purchase price for the Common Stock to the Company in accordance with this Agreement, including delivery of the Note and, if not previously delivered to the Company, that certain original floating rate convertible subordinated note due August 15, 2010 issued by the Company in the aggregate principal amount of $20,000,000 that was amended and restated by the Note.

6

6.3                                  The representations and warranties of the Investor must be true and correct in all material respects as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), and the Investor will have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Investor at or prior to the Closing.

6.4                                  No statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

ARTICLE VII
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE

The obligation of each Investor hereunder to purchase the Shares from the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions.  These conditions are for each Investor’s respective benefit and may be waived by any Investor at any time in its sole discretion:

7.1                                  The Company will have executed this Agreement and will have delivered this Agreement to the Investor.

7.2                                  The Company will have delivered to the Investor the Shares in the amounts specified in SECTION 1.1.

7.3                                  The representations and warranties of the Company must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing.

7.4                                  No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7.5                                  Trading and listing of the Common Stock on the Nasdaq must not have been suspended by the SEC or the Nasdaq, nor shall Nasdaq have notified the Company of any failure of the Company to meet any of the continued listing standards.

7.6                                  The Investors will have received an opinion from Faegre & Benson LLP, counsel to the Company, in the form attached hereto as Exhibit A .

7.7                                  The Company shall have received the consent of the Erickson Family to the granting of registration rights by this Agreement as required by that certain Registration Rights Agreement dated as of March 11, 2004 by and among the Company and members of the Erickson Family.

7.8                                  The Company shall have received any consent required under the definitive agreements or instruments governing the Senior Debt to be received prior to the execution of this Agreement or the consummation of the transactions contemplated hereby.

7

ARTICLE VIII
INDEMNIFICATION

8.1                                  Indemnification by Company .  In consideration of each Investor’s execution and delivery of this Agreement and its acquisition of the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company will defend, protect, indemnify and hold harmless each Investor and each other holder of the Shares and all of their shareholders, officers, directors, employees, advisors and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred or suffered by an Indemnitee as a result of, or arising out of, or relating to (a) any breach of any representation or warranty made by the Company herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained herein or in any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance, breach or enforcement of this Agreement by the Company or (d) the status of such Investor or holder of the Shares as an investor in the Company to the extent such status arises from actions or inaction by the Company in violation of law.  To the extent that the foregoing undertaking by the Company is unenforceable for any reason, the Company will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

8.2                                  Indemnification by Investors .  Each Investor, severally and not jointly, will defend, protect, indemnify and hold harmless the Company all of its shareholders, officers, directors, employees and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Company Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Company Liabilities ”) incurred by a Company Indemnitee solely as a result of, or arising solely out of, or relating solely to (a) any breach of any representation or warranty made by such Investor herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Investor contained herein or in any other certificate, instrument or document contemplated hereby or thereby, or (c) the failure of an Investor to comply with the requirements of the Securities Act or any state securities laws, which failure is not caused by the negligence or willful misconduct of the Company.

ARTICLE IX
DEFINITIONS

·                   “ Closing ” means the closing of the purchase and sale of the Shares under this Agreement.

·                   “ Closing Date ” has the meaning set forth in SECTION 1.3.

·                   “ Common Stock ” means the common stock, par value $.01 per share, of the Company.

·                   “ Company ” means Gander Mountain Company, a Minnesota corporation.

8

·                   “ Erickson Family ” means the descendants of Arthur T. and Elsie P. Erickson and Alfred W. and Rose E. Erickson, or trusts established primarily for the benefit of such descendants and/or their spouses or relatives.

·                   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar successor statute.

·                   “ Investors ” means the investors whose names are set forth on the signature pages of this Agreement, and their permitted transferees.

·                   “ Material Adverse Effect ” means a material adverse effect on (a) the assets, liabilities, business, properties, financial condition or results of operations of the Company or (b) the ability of the Company to perform its obligations under this Agreement.

·                   “ Nasdaq ” means the Nasdaq Global Market or the Nasdaq Capital Market.

·                   The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing a Registration Statement or statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement by the SEC.

·                   “ Registrable Securities ” means the Shares and any shares of capital stock issued or issuable from time to time (with any adjustments) in exchange for or otherwise with respect to the Shares.

·                   “ Registration Period ” means the period between the Required Effective Date (as defined in SECTION 12.2) and the earlier of (i) the date on which all of the Registrable Securities have been sold and no further Registrable Securities may be issued in the future, or (ii) the date on which all the Registrable Securities may be immediately sold without registration and without restriction (including without limitation as to volume by each holder thereof) as to the number of Registrable Securities to be sold, pursuant to Rule 144 or otherwise.

·                   “ Registration Statement ” means a registration statement of the Company filed under the