INDEMNIFICATION AGREEMENTIndemnification Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (“Agreement”), dated as of , 2010 is made by and between Tornier N.V., a public company with limited liability, organized and existing under the laws of the Netherlands (the “Company”) and (“Indemnitee”).
JOINDER AGREEMENTJoinder Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of this 27th day of October, 2008, is entered into by and among Tornier B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, with corporate seat in Amsterdam (the “Company”) and TMG Partners III LLC, a Delaware limited liability company (the “Stockholder”).
QUALITY ASSURANCE AGREEMENTQuality Assurance Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, CERAMTEC owns proprietary technology regarding the reliable connection between the ceramic Ball Head and the metal stem of an artificial hip joint prosthesis which was developed from various CERAMTEC-patents. In addition, CERAMTEC is the manufacturer of BIOLOX, BIOLOX forte and ZIOLOX forte ceramic Ball Heads and BIOLOX Wear Couples (hereinafter referred to as “CERAMIC PRODUCTS”).
AMENDMENT NO. 1 TO SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT NO. 1 TO THE SECURITYHOLDERS’ AGREEMENT (this “Amendment”), dated as of August 27, 2010, amends the Securityholders’ Agreement (the “Original Agreement”), dated as of July 18, 2006, by and among the institutional investors set forth on Schedule I thereto, KCH Stockholm AB, Mr. Alain Tornier (the “Founder”), TMG Holdings Coöperatief U.A. (“TMG”), TMG B.V. (the predecessor entity to Tornier B.V., the “Company”) and the other Persons that have executed joinder agreements to become party thereto.
JOINDER AGREEMENTJoinder Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of this 30 day of March, 2007, is entered into by and among Tornier B.V., a private company with limited liability organized under the laws of the Netherlands, with corporate seat in Amsterdam (the “Company”), and DVO — Extremity Solutions, LLC, an Indiana limited liability company (“Stockholder”).
JOINDER AGREEMENTJoinder Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of this 11th day of May, 2009, is entered into by and among Tornier B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, with corporate seat in Amsterdam (the “Company”) and Split Rock Partners, L.P. (the “Stockholder”).
TMG B.V. SECURITYHOLDERS’ AGREEMENT Dated as of July 18, 2006Securityholders’ Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
This SECURITYHOLDERS’ AGREEMENT (this “Agreement”) is dated as of July 18, 2006 and is entered into by and among the institutional investor(s) whose name(s) and address(es) are set forth from time to time on Schedule I hereto (the “Institutional Investors”), KCH Stockholm AB, a company organized under the laws of Sweden, having its registered office at Hamilton Advokatbyra, Kungsgatan 2 A, Box 606, SE-651 13 Karlstad (the “Co-Investor”), Mr. Alain Tornier, born on August 24, 1946 in Grenoble (38000) - France, of French citizenship, residing at 299, chemin de Buttit, 38330 Saint-Ismier, France (the “Founder”), Warburg Pincus (Bermuda) Private Equity IX, L.P. (“Warburg Pincus”) and TMG B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, with corporate seat in Amsterdam and having its registered office at Fred. Roeskestraat 123 1 HG, 1076EE Amsterdam, The Netherlands (the “Company”). Hereinafter
JOINDER AGREEMENTJoinder Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of this day of April, 2008, is entered into by and among Tornier B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, with corporate seat in Amsterdam (the “Company”) and Stichting Administratiekantoor Tornier (the “Stockholder”).
JOINDER AGREEMENTJoinder Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of this 25th day of May, 2010, is entered into by and among Tornier B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, with corporate seat in Amsterdam (the “Company”) and Medtronic Bakken Research Center B.V. (the “Stockholder”).
