Exhibit
10.11


 


CONTRIBUTION
AGREEMENT


 


BY
AND BETWEEN


 


TORNIER
B.V.,


 


VERTICAL
FUND I, L.P., 

VERTICAL FUND II, L.P.,

TMG HOLDINGS COÖPERATIEF U.A.,

STICHTING ADMINISTRATIEKANTOOR TORNIER,

FRED B. DINGER III 

AND 

DOUGLAS W. KOHRS


 


DATED
AS OF MARCH 26, 2010


 


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Table
of Contents


 


	
  Section 1.

  	
   

  	
  Definitions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
  Contribution

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Representations and
  Warranties

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Contributors’
  Representations and Warranties Concerning the Company

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
   

  	
  Pre-Closing Covenants

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
   

  	
  Post-Closing Covenants

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
   

  	
  Conditions to Obligation
  to Close and Deliveries at Closing

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
   

  	
  Remedies for Breaches of
  This Agreement

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
   

  	
  Tax Matters

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
   

  	
  Termination

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
   

  	
  Miscellaneous

  	
   

  	
  24

  



 


Schedules


 


Schedule 2(a)                        Contributors Information, C2M
Shares Owned by Contributors and Tornier Shares to Be Acquired by Contributors


Schedule 3(a)                        Disclosures Regarding Contributors’
Representations and Warranties


Schedule 3(b)                       Disclosures Regarding Tornier’s
Representations and Warranties


Schedule 4                                      Disclosures Regarding Contributors’
Representations and Warranties Concerning the Company


 


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CONTRIBUTION
AGREEMENT


 


This
Contribution Agreement (this “Agreement”) is
entered into this 26th day of March, 2010 (the “Effective
Date”), by and between Tornier B.V., (“Tornier”),
Stichting Administratiekantoor Tornier (“STAK”),
Vertical Fund I, L.P. (“Vertical I”),
Vertical Fund II, L.P. (“Vertical II”),
TMG Holdings Coöperatief U.A. (“TMG”), Fred B.
Dinger, III (“Dinger”) and
Douglas W. Kohrs (“Kohrs”; and
Vertical I, Vertical II, TMG, Dinger and Kohrs are each referred to as a “Contributor” and collectively as “Contributors”).


 


RECITALS:


 


A.            Each of
Vertical I, Vertical II, TMG and Kohrs currently own certain ordinary shares
with a par value of EUR 0.01 each, in Tornier.


 


B.            Tornier and
Contributors have agreed that each of Vertical I, Vertical II, TMG and Kohrs
will acquire the number of additional ordinary shares, and Dinger will acquire
the number of depositary receipts of ordinary shares, with a par value of EUR
0.01 each, in Tornier, as more specifically set forth below.


 


C.            Contributors
own all the issued and outstanding shares of Series A Convertible
Preferred Stock, par value $0.0001 in C2M Medical, Inc., a Delaware
corporation (the “Company”), and
desire to use such shares to pay up the additional ordinary shares in Tornier.


 


D.            Tornier desires
to accept the shares of Series A Convertible Preferred Stock, par value
$0.0001 in C2M as contribution for its shares according to the terms and
conditions set forth below.


 


AGREEMENTS:


 


NOW, THEREFORE,
in consideration of the premises and the mutual promises herein made, Tornier
and Contributors agree as follows:


 


Section 1.               Definitions.


 


“Adverse Consequences” means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, penalties, fines, costs, amounts
paid in settlements, Liabilities, obligations, Taxes, liens, losses, expenses
and fees, including court costs and reasonable attorneys’ fees and expenses.


 


“Affiliate” means a person that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, the person specified.


 


“C2M Shares” means all of the issued and outstanding shares
of the Company’s Series A Convertible Preferred Stock, par value $0.0001
per share, which shares are listed in the attached Schedule 2(a).


 


“Claiming Party” has the meaning set forth in Section 8(d) below.


 


3

















 


“Closing” has the meaning set forth in Section 2(b) below.


 


“Closing Date” has the meaning set forth in Section 2(b) below


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Company” has the meaning set forth in the recitals above.


 


“Confidential Information” means any information concerning
the businesses and affairs of the Company that is not already generally
available to the public.


 


“Contributor Material Adverse Change” means any change that
would be materially adverse to the business, assets, financial condition,
operating results or operations of Company, or that would affect the ability of
Contributors to timely consummate the transactions contemplated hereby.


 


“Contributors” has the meaning set forth in the preface
above.


 


“Deadline” means June 15, 2010.


 


“Dinger” has the meaning set forth in the preface above.


 


“Effective Date” has the meaning set forth in the preface
above.


 


“Environmental, Health and Safety Requirements” shall mean,
as amended and as now and hereafter in effect, all federal, state, local, and
non-U.S. statutes, regulations, ordinances, and other provisions having the
force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations, and all common law concerning
public health and safety, worker health and safety, pollution, or protection of
the environment, including all those relating to the presence, use, production,
generation, handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control, or cleanup of any hazardous materials, substances, or wastes,
chemical substances or mixtures, pesticides, pollutants, contaminants, toxic
chemicals, petroleum products or byproducts, asbestos, polychlorinated
biphenyls, noise, or radiation.


 


“Expense Payment”
has the meaning set forth in Section 11(k) below.


 


“Financial Statements” has the meaning set forth in Section 4(g) below.


 


“Indemnification Threshold” has the meaning set forth in Section 8(f)(ii).


 


“Indemnifying Party” has the meaning set forth in Section 8(d) below.


 


“Intellectual Property” means all of the following in any
jurisdiction throughout the world: (a) all ideas, concepts, inventions
(whether patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all patents, patent applications, and patent
disclosures, together with all reissuances, continuations,
continuations-in-part, divisional, revisions, extensions, counterparts, and
reexaminations thereof, (b) all trademarks, service 


 


4

















 


marks, trade
dress, logos, slogans, trade names, corporate names, Internet domain names, and
rights in telephone numbers, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all
applications, registrations, and renewals in connection therewith, (d) all
mask works and all applications, registrations, and renewals in connection
therewith, (e) all trade secrets and confidential business information
(including ideas, research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data, designs,
drawings, specifications, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), (f) all
computer software (including source code, executable code, data, databases, and
related documentation) and computer/engineering models, (g) all
advertising and promotional materials, (h) all other proprietary rights,
and (i) all copies and tangible embodiments thereof (in whatever form or
medium).


 


“Kohrs” has the meaning set forth in the preface above.


 


“Liability” means any liability or obligation of whatever
kind or nature (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated, and whether due or to become due), including any
liability for Taxes.


 


“Lien” means any mortgage, pledge, lien, encumbrance, charge,
or other security interest.


 


“Most Recent Balance Sheet” means the balance sheet contained
within the Most Recent Financial Statements.


 


“Most Recent Financial Statements” has the meaning set forth
in Section 4(g) below.


 


“Most Recent Fiscal Month End” means February 28, 2010.


 


“Most Recent Fiscal Year End” has the meaning set forth in Section 4(g) below.


 


“Ordinary Course of Business” means the ordinary course of
business consistent with past custom and practice (including with respect to
quantity and frequency).


 


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, any other business entity, or a
governmental entity (or any department, agency, or political subdivision
thereof).


 


“STAK” has the meaning set forth in the preface above.


 


“Tax” or “Taxes” means
any federal, state, local, or non-U.S. income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall
profits, environmental, customs duties, shares, franchise, profits,
withholding, social security (or similar), unemployment, disability, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind 


 


5

















 


whatsoever,
including any interest, penalty, or addition thereto, whether disputed or not
and including any obligations to indemnify, defend or hold harmless, or
otherwise assume or succeed to the Tax liability of any other Person.


 


“Tax Return” means any return, declaration, report, claim for
refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof.


 


“Third-Party Claim” has the meaning set forth in Section 8(d) below.


 


“TMG” has the meaning set forth in the preface above.


 


“Tornier” has the meaning set forth in the preface above.


 


“Tornier, Inc.” means Tornier, Inc., a Delaware
corporation.  Tornier, Inc. is a
wholly owned indirect subsidiary of Tornier.


 


“Tornier IP License” means that certain Intellectual Property
License Agreement dated June 17, 2008, between the Company and Tornier, Inc.


 


“Tornier Material Adverse Change” means any change that would
be materially adverse to the business, assets, financial condition, operating
results or operations of Tornier, or to the ability of Tornier to consummate
timely the transactions contemplated hereby.


 


“Tornier Shares” has the meaning set forth in Section 2(a).


 


“Vertical I” has the meaning set forth in the preface above.


 


“Vertical II” has the meaning set forth in the preface above.


 


Section 2.               Contribution.


 


(a)               Basic Transaction.  Subject
to the terms and conditions of this Agreement:


 


(i)        Tornier agrees to issue to each
Contributor at Closing, the number of ordinary shares with a par value of EUR
0.01 each, as indicated in the attached Schedule 2(a) (collectively,
the “Tornier Shares”), provided however,
that Dinger directs Tornier to issue the number of shares issuable to him, as
indicated next to his name in Schedule 2(a) to STAK in exchange for
allotment of depositary receipts of those shares to Dinger.  In order to meet their respective obligations
to pay-up the Tornier Shares, Contributors will transfer to Tornier at Closing,
the C2M Shares having a value of no less than the nominal value of Tornier
Shares (the “Contribution”), as more
specifically set forth in Tornier’s Management Board’s description of the
Contribution.  Tornier will have no
obligation to pay back any part of the Contribution; and


 


(ii)       STAK agrees to allot depositary receipts
of the Tornier Shares it acquires pursuant to this Agreement to Dinger upon
receipt of such shares, which depositary receipts have the same nomination and
nominal value as the Tornier Shares it acquires and which 


 


6

















 


allotment
(i) is governed by STAK’s prevailing trust conditions and (ii) occurs
without Tornier’s cooperation.


 


(b)              Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on March 26, 2010, or at
such other date as Tornier and Contributor may mutually agree (the “Closing Date”), at a time and place as Tornier and
Contributor may mutually agree.


 


Section 3.               Representations and Warranties.


 


(a)               Contributors’ Representations and Warranties. 
Each Contributor, severally and not jointly, represents and warrants to
Tornier for the benefit of Tornier, Inc. that, except as specifically set
forth in Schedule 3(a) attached hereto, the statements contained in
this Section 3(a) are true, correct and complete as of the Effective
Date and shall continue to be true, correct and complete as of the Closing
Date.


 


(i)            Authorization of Transaction. 
Each Contributor has full power and authority to execute and deliver
this Agreement and to perform all of its/his obligations hereunder.  This Agreement constitutes the valid and
legally binding obligation of Contributors, enforceable in accordance with its
terms and conditions.  Contributors need
not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.


 


(ii)           Non-contravention. Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (A) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which Contributors individually or
collectively, are subject, (B) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any person
the right to accelerate, terminate, modify, or cancel, or require any notice
under any agreement, contract, lease, license, instrument, or other arrangement
to which Contributors individually or collectively are a party or by which
Contributors individually or collectively are bound or to which any of
Contributors’ assets are subject, or (C) result in the imposition or
creation of a Lien upon or with respect to the C2M Shares.


 


(iii)          Brokers’ Fees. 
Contributors have no Liability to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement.


 


(iv)          C2M Shares. 
Contributors hold of record and own beneficially the number of C2M
Shares set forth in Schedule 2(a) attached hereto, which represent
such percentage of the issued and outstanding C2M Shares as stated on Schedule
2(a), and all of which collectively represent all the issued and
outstanding shares of the Company, free and clear of any restrictions on
transfer, Taxes, Liens, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. 
Contributors individually or collectively are not a party to any option,
warrant, purchase right, or other contract or commitment (other than this
Agreement) that could require Contributors to sell, transfer, or otherwise
dispose of any shares of 


 


7

















 


Company.  Contributors individually or collectively are
not a party to any voting trust, proxy, or other agreement or understanding
with respect to the voting of any shares of Company.


 


(v)           Litigation.  There
is no action, suit, proceeding, claim, arbitration or litigation pending or
threatened in writing against Contributors which (a) challenges or seeks
to enjoin, alter, or materially delay the consummation of the transactions
contemplated by this Agreement, or (b) would constitute a Contributor
Material Adverse Change.


 


(b)           Tornier’s
Representations and Warranties.  Tornier represents and warrants to
Contributors that except as set forth in Schedule 3(b) attached
hereto, the statements contained in this Section 3(b) are
correct and complete as of the Effective Date and shall continue to be true,
correct and complete as of the Closing Date.


 


(i)            Organization of Tornier. 
Tornier is duly organized, validly existing, and in good standing under
the laws of the Netherlands.


 


(ii)           Authorization of Transaction. 
Tornier has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.  This Agreement constitutes the valid and
legally binding obligation of Tornier, enforceable in accordance with its terms
and conditions.  Tornier needs not give
any notice to, make any filing with, or obtain any authorization, consent, or
approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement. 
The execution, delivery, and performance of this Agreement and all other
agreements contemplated hereby have been duly authorized by Tornier.


 


(iii)          Tornier Capitalization. 
As of the Effective Date, Tornier’s current issued and outstanding share
capital consists of 74,210,912 ordinary shares with a par value of EUR 0.01
each, and its authorized share capital consists of 300,000,000 ordinary shares
with a par value of EUR 0.01 each.


 


(iv)          Tornier Financial Statements. 
Tornier has delivered to Contributors unaudited balance sheets, and cash
flow as of and for the fiscal year that ended December 31, 2009, which are
subject to normal year-end adjustments.


 


(v)           Non-contravention.  Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate
any constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which Tornier is subject or any provision of its charter,
bylaws, or other governing documents, (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Tornier is a party or by which it is bound or to which any
of its assets are subject, or (C) result in the imposition or creation of
a Lien upon or with respect to Tornier Shares.


 


(vi)          Brokers’
Fees.  Tornier has no Liability to
pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which any Contributor could
become liable or obligated.


 


8














 


(vii)                           Litigation.  There
is no action, suit, proceeding, claim, arbitration or litigation pending or
threatened in writing against Tornier which (a) challenges or seeks to
enjoin, alter or materially delay the consummation of the transactions
contemplated by this Agreement or (b) would constitute a Tornier Material
Adverse Change.


 


Section
4.                                            Contributors’ Representations and
Warranties Concerning the Company.  Each of
the Contributors, severally and not jointly, represent and warrant to Tornier
for the benefit of Tornier, Inc. that, except as set forth in Schedule 4
attached hereto, each statement contained in this Section 4 is true,
correct and complete as of the Effective Date and shall continue to be true,
correct and complete as of the Closing Date.


 


(a)                                  Organization, Qualification and Corporate
Power.  Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Delaware.  Company is duly authorized to
conduct business and is in good standing under the laws of each jurisdiction
where qualification is required, except where the failure to be so qualified
would not result in a Contributor Material Adverse Change.  Company has full corporate power and
authority all licenses, permits, and authorizations necessary to carry on the
businesses in which it is engaged and to own and use the properties owned and
used by it, except where the failure to obtain such license, permit or
authorization would not result in a Contributor Material Adverse Change.  Company is not in default under or in
violation of any provision of its certificate of incorporation, bylaws, or any
other corporate document to which it is a party, except where such default
would not result in a Contributor Material Adverse Change.


 


(b)                                 Capitalization.  The entire authorized capital stock of
Company consists of 50,000,000 shares of common stock, US $0.00001 par value
per share of which no shares have been issued, and 40,000,000 shares of Series A
Convertible Preferred Stock, par value US $0.0001, of which 23,200,000 are
issued and outstanding.  No shares of
capital stock of the Company are held in the Company’s treasury.  All of the C2M Shares have been duly
authorized, are validly issued, fully paid, and non-assessable.  No equity interest in the Company was issued
in violation of the certificate of incorporation or bylaws of the Company or
any pre-emptive (or other similar right) of any Person.  There are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion rights,
exchange rights or other contracts or 
commitments that could require the Company to issue, sell or otherwise
cause to become outstanding any of its capital stock. There are no outstanding
or authorized stock appreciation, phantom stock, profit participation or
similar rights with respect to the Company. There are no voting trusts, proxies
or other agreements or understandings with respect to the voting of the capital
stock of the Company.


 


(c)                                  Non-contravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which Company is subject or any
provision of its charter or bylaws or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Company is a party or by which it is bound or to which any
of its assets is subject (or result in the imposition of any Lien upon any of
its assets).  Company does not need 


 


9

















 


to give any
notice to, make any filing with, or obtain any authorization, consent, or
approval of any government or governmental agency in order for the transactions
contemplated by this Agreement to be consummated.


 


(d)                                 Brokers’ Fees.  Company has no Liability to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement.


 


(e)                                  Title to Assets.  Company has good and marketable title to, or
a valid leasehold interest in, the properties and assets used by it, located on
its premises, shown on the Most Recent Balance Sheet or acquired after the date
thereof, free and clear of all Liens.


 


(f)                                    No Subsidiaries.  Company has no subsidiaries and does not own
or have any right to acquire, directly or indirectly, any outstanding shares
of, or other equity interests in, any Person.


 


(g)                                 Statements.  Attached as Section (g) of Schedule
4 are the following financial statements (collectively, the “Financial Statements”): 
(i) unaudited balance sheets, and cash flow as of and for the
fiscal year that ended December 31, 2009 (the “Most Recent
Fiscal Year End”)  for the
Company; and (ii) unaudited balance sheets, and cash flow as of and for
the months that ended February 28, 2010 (collectively, the “Most Recent Financial Statements”) for the Company.  Subject to normal year-end adjustments and
the absence of notes, the Financial Statements present fairly in all material
respects the financial condition of Company as of the date thereof.


 


(h)                                 Events
Subsequent to Most Recent Fiscal Month End.  Since the Most Recent Fiscal Month End, there
has not been any Contributor Material Adverse Change.


 


(i)                                     No Actions. Except for
the bonus payments described in Section (i) of Schedule 4
attached hereto, since the Most Recent Fiscal Month End:


 


(i)                                     Company has not sold, leased,
transferred, or assigned any of its assets, tangible or intangible, other than
for a fair consideration in the Ordinary Course of Business;


 


(ii)                                  Company has not entered into any
agreement, contract, lease, or license (or series of related agreements,
contracts, leases, and licenses) involving more than $10,000;


 


(iii)                               no party (including Company) has
accelerated, terminated, modified, or cancelled any agreement, contract, lease,
or license (or series of related agreements, contracts, leases, and licenses)
involving more than $10,000 to which Company is a party or by which it is
bound;


 


(iv)                              no Liens have been imposed on any of
Company’s tangible or intangible assets;


 


(v)                                 Company has not made any capital
expenditure (or series of related capital expenditures) either involving more
than $10,000;


 


10

















 


(vi)                              Company has not made any capital
investment in, any loan to, or any acquisition of the securities or assets of,
any other Person (or series of related capital investments, loans, and
acquisitions);


 


(vii)                           Company has not issued any note, bond, or
other debt security or created, incurred, assumed, or guaranteed any
indebtedness for borrowed money or capitalized lease obligation;


 


(viii)                        Company has not delayed or postponed the
payment of accounts payable and other Liabilities outside the Ordinary Course
of Business;


 


(ix)                                Company has not cancelled, compromised,
waived, or released any right or claim (or series of related rights and claims)
either involving more than $10,000 or outside the Ordinary Course of Business;


 


(x)                                   Company has not transferred, assigned, or
granted any license or sublicense of any rights under or with respect to any
Intellectual Property;


 


(xi)                                there has been no change made or
authorized in the certificate of incorporation or bylaws of Company;


 


(xii)                             Company has not issued, sold, or
otherwise disposed of any of its shares, or granted any options, warrants, or
other rights to purchase or obtain (including upon conversion, exchange, or
exercise) any of its shares;


 


(xiii)                          Company has not declared, set aside, or
paid any dividend or made any distribution with respect to its shares (whether
in cash or in kind) or redeemed, purchased, or otherwise acquired any of its
shares;


 


(xiv)                         Company has not experienced any damage,
destruction, or loss (whether or not covered by insurance) to its property;


 


(xv)                            Company has not entered into any
transaction with any of its directors or officers outside the Ordinary Course
of Business;


 


(xvi)                         Company has not entered into or
terminated any employment contract or collective bargaining agreement, written
or oral;


 


(xvii)                      Company has not granted any increase in
the base compensation of any of its directors or officers;


 


(xviii)                   Company has not adopted, amended, modified, or
terminated any bonus, profit sharing, incentive, severance, or other plan,
contract, or commitment for the benefit of any of its directors or officers;


 


(xix)                           Company has not made or pledged to make
any charitable or other capital contribution;


 


11

















 


(xx)                              there has not been any other occurrence,
event, incident, action, failure to act, or transaction outside the Ordinary
Course of Business involving Company;


 


(xxi)                           Company has not discharged a material
Liability or Lien;


 


(xxii)                        Company has not made any loans or
advances of money;


 


(xxiii)                     Company has not, except as required or necessary
in the Ordinary Course of Business, disclosed any Confidential Information; and


 


(xxiv)                    Company has not committed to do any of the
foregoing.


 


(j)                                     Undisclosed Liabilities. 
Except as disclosed in the Most Recent Financial Statements, Company has
no Liabilities, and Contributors have no knowledge of any basis for any present
or future action, suit, proceeding, hearing, investigation, charge, complaint,
claim, or demand against it giving rise to any Liability.


 


(k)                                  Legal Compliance and Licenses. 
Company has complied with all applicable laws (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings,
and charges thereunder) of federal, state, local, and non-U.S. governments (and
all agencies thereof).  No action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand, or notice
has been filed or commenced against the Company alleging any failure to so
comply. Section (k) of Schedule 4 contains a complete list of
all governmental licenses possessed by the Company, permits, franchises, rights
and privileges, if any, necessary for or material to the present conduct of the
Company (collectively, the “Licenses”).  All Licenses are in full force and
effect.  There are no pending or, to the
actual knowledge of Contributors, threatened claims or proceedings challenging
the validity of or seeking to revoke or discontinue, any of the Licenses.


 


(l)                                     Tax Matters.


 


(i)                                     Company has timely filed (or obtained an
extension for filing) all Tax Returns that it was required to file under
applicable laws and regulations.  All Tax
Returns were correct and complete in all respects and were prepared and filed
in substantial compliance with all applicable laws and regulations.  All Taxes due and owing by Company (whether
or not shown on any Tax Return) have been paid. 
Company is not currently the beneficiary of, or has an application
pending for, any extension of time within which to file any Tax Return.  No claim has ever been made by an authority
in a jurisdiction where Company does not file Tax Returns that Company is or
may be subject to taxation by that jurisdiction.  There are no Liens for Taxes upon any of the
assets of Company.


 


(ii)                                  Company has withheld and paid all Taxes
required to have been withheld and paid in connection with any amounts paid or
owing to any employee, independent contractor, creditor, shareholder, or other
third party.


 


(iii)                               No federal, state, local or non-U.S. tax
audits or administrative or judicial Tax proceedings are pending or being
conducted with respect to Company. 
Company has not received from any federal, state, local or non-U.S.
taxing authority any (A) notice indicating an intent to open an audit or
other review, (B) request for information related to Tax 


 


12

















 


matters, or (C) notice
of deficiency or proposed adjustment for any amount of Tax proposed, asserted,
or assessed by any taxing authority against Company.


 


(iv)                              Company has not waived any statute of
limitations in respect of Taxes or agreed to any extension of time with respect
to a Tax assessment or deficiency.


 


(v)                                 The C2M Shares do not constitute “United
States real property interests” within the meaning of section 897(c)(1) of
the Code.


 


(m)                               Real Property. 
Company does not own or lease any real property.


 


(n)                                 Intellectual Property.


 


(i)                                     Company owns and possesses or has the
right to use pursuant to a transferable, valid and enforceable written license,
sublicense, agreement or permission all know-how and trade secrets used in the
operation of its business.  Each item of
know-how and trade secret owned or used by Company will be owned or available
for use by Tornier on identical terms and conditions immediately subsequent to
the Closing.


 


(ii)                                  Section (n) of Schedule 4
identifies each patent and trademark registration that has been, or before the
Closing will have been, assigned to Company with respect to any of its
Intellectual Property, identifies each pending patent application and trademark
application that has been, or before the Closing will have been, assigned to
Company, and identifies each material license, sublicense, agreement, or other
permission that Company has granted to any third party with respect to any of
its Intellectual Property (together with any exceptions).  Section (n) of Schedule 4
also identifies each material unregistered trademark, service mark, trade name,
corporate name or Internet domain name, computer software item (other than
commercially available off-the-shelf software purchased or licensed for less
than a total cost of $1,000 in the aggregate) and material unregistered
copyright used by Company in connection with its business.  With respect to each item of Intellectual
Property owned by the Company required to be identified in Section (n) of
Schedule 4:


 


(A)                              as of the Closing Date, Company owns and
possesses all right, title, and interest in and to the item, free and clear of
any Lien, license (other than the Tornier IP License), or other restriction or
limitation regarding use or disclosure;


 


(B)                                the item is not subject to any
outstanding injunction, judgment, order, decree, ruling, or charge;


 


(C)                                other than proceedings in respect to the
prosecution of patent applications, no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand is pending or threatened
that challenges the legality, validity, enforceability, use, or ownership of
the item; and


 


(D)                               Company has not agreed to indemnify,
defend or hold harmless any Person for or against any interference, infringement,
misappropriation, or other conflict with respect to the item.


 


13

















 


(iii)                               Company has received no notice alleging
that, and Contributors have no knowledge that, any of the items of Intellectual
Property set forth on Section (n) of Schedule 4 or any
products or methods of making them disclosed in such Intellectual Property
interferes with, infringes upon or misappropriates, or otherwise is in conflict
with any Intellectual Property rights of third parties or that any third party
has interfered with, infringed upon, misappropriated or otherwise come into
conflict with any of the items of Intellectual Property set forth on Section (n) of
Schedule 4 or any of Company’s products or methods of making them.


 


(o)                                 Tangible Assets. 
Company does not have any tangible assets.


 


(p)                                 Contracts.  Section (p) of
Schedule 4 lists all material contracts and other agreements and
arrangements to which Company is a party, and each of such contract,
agreement  or arrangement:  (A) is legal, valid, binding,
enforceable, and in full force and effect; (B) will continue to be legal,
valid, binding, enforceable, and in full force and effect on identical terms
following the consummation of the transactions contemplated hereby; (C) the
Company and, to the knowledge of Contributors, the other parties thereto are
not in breach or default, and no event has occurred that with notice or lapse
of time would constitute a breach or default, or permit termination,
modification, or acceleration, under the agreement, except where any such
breach or default would not result in a Contributor Material Adverse Change;
and (D) no party has repudiated any provision of the agreement.


 


(q)                                 Notes and Accounts Receivable. 
All notes and accounts receivable of Company are reflected properly on
its books and records.


 


(r)                                    Powers of Attorney. 
There are no outstanding powers of attorney executed on behalf of
Company.


 


(s)                                  Insurance.  Section (s) of
Schedule 4 sets forth a complete list of all policies of insurance
of any kind or nature covering the Company or any of its properties or assets,
including fire, theft, and other casualty and liability insurance.  All such policies are in full force and
effect, and the Company is not in default of any material provision
thereof.  To Contributors’ actual
knowledge, no insurance policy limits, aggregates or maximums have been reached
or exceeded.


 


(t)                                    Litigation.  The
Company is not (i) subject to any outstanding injunction, judgment, order,
decree, ruling, or charge or (ii) a party, or to its knowledge or the
knowledge of Contributors, threatened to be made a party, to any action, suit,
proceeding, hearing, or investigation of, in, or before (or that could come
before) any court or quasi-judicial or administrative agency of any federal,
state, local, or non-U.S. jurisdiction or before (or that could come before)
any arbitrator.


 


(u)                                 Products.  Company
has not sold, leased, distributed, or given away any products.


 


(v)                                 Employees.  As of
the Closing Date, the Company does not have any employees.  There is no employment-related charge,
complaint, grievance, investigation, inquiry or obligation of any kind, pending
or threatened in any forum, relating to an alleged violation or breach by
Company of any law, regulation or contract. 
There are no written or unwritten employment contracts or severance
agreements with any employees of Company. 
Company has not implemented any plant closing or layoff of employees
that could implicate the Worker Adjustment and Retraining 


 


14

















 


Notification
Act of 1988, as amended, or any similar non-U.S., state, or local law,
regulation, or ordinance.


 


(w)                               Guaranties.  Company
is not a guarantor or otherwise is liable for any Liability of any other Person.


 


(x)                                   Environmental, Health, and Safety Matters. 
Company has at all times complied and is in compliance with all
Environmental, Health, and Safety Requirements, except where any failure to so
comply would not result in a Contributor Material Adverse Change.


 


(y)                                 Customers and Suppliers.


 


(i)                                     Company has no customers.


 


(ii)                                  Since the date of the Most Recent Balance
Sheet, no supplier of Company has indicated in writing that it shall stop, or
decrease the rate of, supplying materials, products or services to Company.


 


(z)                                   Disclosure.  No
representation, warranty or other statement of Contributors contained in this
Agreement or the Schedules contains an untrue statement of material fact or, to
the actual knowledge of Contributors, omits to state a material fact necessary
in order to make such representation, warranty or other statement, in light of
the circumstances under which it was made, not misleading.  To the actual knowledge of Contributors, they
have not withheld from Tornier any documents or other information in their
possession that, taken as a whole with all other documents and information in
Contributors’ possession, would lead a reasonable person in Tornier’s position
to conclude that any such representation, warranty or other statement is untrue
in any material respect.


 


Section 5.                                            Pre-Closing Covenants.  
The Parties covenant as follows:


 


(a)                                  General. Each of the Parties will use reasonable
efforts to take all actions and to do all things necessary, proper or advisable
in order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction of the Closing conditions set forth in Section 7
below).


 


(b)                                 Notices and Consents. 
Contributors will cause Company to give all notices to third parties,
and will cause Company to obtain all third-party consents, authorizations, and
approvals as necessary or required in connection with the transactions
contemplated under this Agreement.  All
such notices, consents, authorizations and approvals are listed in Section (b) of
the attached Schedule 4.


 


(c)                                  Operation of Business. 
Contributors will not cause or permit Company to engage in any practice,
take any action, or enter into any transaction outside the Ordinary Course of
Business.  Without limiting the
generality of the foregoing, Contributors will not cause or permit Company to (i) declare,
set aside, or pay any dividend or make any distribution with respect to its
shares or redeem, purchase, or otherwise acquire any of its shares, or (ii) otherwise
engage in any practice, take any action, or enter into any transaction of the
sort described in Section 4(h) above.


 


15

















 


(d)                                 Preservation of Business. 
Contributors will cause Company to keep its business and properties
substantially intact, including its present operations, working conditions,
insurance policies, and relationships with lessors, licensors, suppliers.


 


(e)                                  Notice of Developments. 
Each of Contributor and Tornier will give prompt written notice to the
other of any material adverse development causing a breach of any of its
representations and warranties in this Agreement.  No disclosure by any party to this Agreement
pursuant to this Section 5(e), however, shall be deemed to amend or
supplement the Schedules or to prevent or cure any misrepresentation, breach of
warranty or breach of covenant.


 


(f)                                    Tax Matters. 
Without the prior written consent of Tornier, Company will not, and
Contributors shall not permit the Company to, make or change any election,
change an annual accounting period, adopt or change any accounting method, file
any amended Tax Return, enter into any closing agreement, settle any Tax claim
or assessment relating to Company, surrender any right to claim a refund of
Taxes, consent to any extension or waiver of the limitation period applicable
to any Tax claim or assessment relating to Company, or take any other similar
action relating to the filing of any Tax Return or the payment of any Tax, if
such election, adoption, change, amendment, agreement, settlement, surrender,
consent or other action would have the effect of increasing the Tax liability
of Company for any period ending after the Closing Date or decreasing any Tax
attribute of Company existing on the Closing Date.


 


Section
6.                                            Post-Closing Covenants. 
The Parties covenant as follows with respect to the period following the
Closing:


 


(a)                                  General.


 


(i)                                     If at any time after the Closing any
further actions are necessary or desirable to carry out the purposes of this
Agreement, each of the parties to this Agreement will take such further actions
(including the execution and delivery of such further instruments and
documents) as any other party to this Agreement may reasonably request, all at
the sole cost and expense of the requesting party (unless the requesting party
is entitled to indemnification therefore under Section 8 below).


 


(ii)                                  From and after the Closing, Tornier will
be entitled to possession of all documents, books, records (including Tax
records), agreements, and financial data of any sort relating to Company.


 


(b)                                 Litigation Support. 
If, and for so long as, any party to this Agreement actively is
contesting or defending against any third party, any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with (i) any
transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction on or prior to the Closing Date
involving Company, each of the other Parties will cooperate with it in the
contest or defense, make available his, her, or its personnel, and provide such
testimony and access to his, her, or its books and records as shall be
necessary in connection with the contest or defense, all at the sole cost and
expense of the contesting or defending party (unless the contesting or
defending party is entitled to indemnification therefore under Section 8
below).


 


16

















 


(c)                                  Transition. 
Contributors will not take any action that is designed or intended to
have the effect of discouraging any lessor, licensor, supplier, or other
business associate of Company from maintaining the same business relationships
with Company after the Closing as it maintained with Company prior to the
Closing.  Contributors will refer all
customer inquiries relating to the business of Company to Tornier from and
after the Closing.  At Tornier’s sole
cost and expense, Contributors will cooperate and use their reasonable efforts
to change any identifying or contact information on record with any supplier,
government agency, business associate, or other third party promptly upon
Tornier’s request.


 


(d)                                 Confidentiality. 
Contributors will refrain from using any of the Confidential Information
except in connection with this Agreement and deliver promptly to Tornier or
destroy all tangible embodiments (and all copies) of the Confidential
Information that are in its, his or her possession.  If any Contributor is requested or required
pursuant to written or oral question or request for information or documents in
any legal proceeding, interrogatory, subpoena, civil investigative demand, or
similar process to disclose any Confidential Information, such Contributor will
notify Tornier promptly of the request or requirement so that Tornier may seek
an appropriate protective order.  If, in
the absence of a protective order or the receipt of a waiver hereunder, any
Contributor is, on the advice of counsel, compelled to disclose any
Confidential Information, such Contributor may disclose the Confidential
Information.  The foregoing provisions
shall not apply to any Confidential Information that is (a) generally
available to the public immediately prior to the time of disclosure unless that
Confidential Information is so available due to the actions of Contributors; (b) properly
and legally was or becomes available to Contributors on a non-confidential
basis independently and without restriction by third parties who have no
obligation of confidentiality with respect to such information; or (c) independently
developed by Contributors without reference to Confidential Information.


 


Section
7.                                            Conditions to Obligation to Close and
Deliveries at Closing.


 


(a)                                  Conditions to
Tornier’s Obligation. Tornier’s obligation to consummate the
transactions to be performed by it in connection with the Closing is subject to
satisfaction of the following conditions, at or prior to, the Closing, unless
Tornier waives any such condition in writing prior to the Closing:


 


(i)                                     the
representations and warranties of Contributors set forth in Section3(a) and
Section 4 above shall be true and correct in all material respects at and
as of the Closing Date;


 


(ii)                                  Contributors
shall have performed and complied with all of their covenants hereunder in all
material respects through the Closing;


 


(iii)                               Contributors
shall have procured all of the third-party consents specified in Section 5(b) above;


 


(iv)                              no action,
suit, or proceeding shall be pending or threatened before (or that could come
before) any court or quasi-judicial or administrative agency of any federal,
state, local, or non-U.S. jurisdiction or before (or that could come before)
any arbitrator wherein an unfavorable injunction, judgment, order, decree,
ruling, or charge would (A) prevent 


 


17

















 


consummation of any of the transactions contemplated
by this Agreement, (B) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation, (C) adversely affect the
right of Tornier to own the C2M Shares and to control Company, or (D) adversely
affect the right of Company to own its assets and to operate its business (and
no such injunction, judgment, order, decree, ruling, or charge shall be in
effect); and


 


(v)                                 all actions to
be taken by Contributors in connection with consummation of the transactions
contemplated hereby and all certificates, opinions, instruments, and other
documents required to effect the transactions contemplated hereby shall be
reasonably satisfactory in form and substance to Tornier and Tornier shall have
received all the documents, instruments and certificates set forth in Section 7(c).


 


(b)                                 Conditions to
Contributors’ Obligations.  The
obligations of Contributors to consummate the transactions to be performed by
them in connection with the Closing is subject to satisfaction of the following
conditions at, or prior to, the Closing, unless Contributors waive in writing
prior to the Closing any such condition:


 


(i)                                     the
representations and warranties set forth in Section 3(b) above shall
be true and correct in all material respects at and as of the Closing Date;


 


(ii)                                  Tornier shall
have performed and complied with all of its covenants hereunder in all material
respects through the Closing;


 


(iii)                               no action,
suit, or proceeding shall be pending or threatened before any court or
quasi-judicial or administrative agency of any federal, state, local, or
non-U.S. jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent
consummation of any of the transactions contemplated by this Agreement or (B) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree,
ruling, or charge shall be in effect); and


 


(vi)                              all actions to
be taken by Tornier in connection with consummation of the transactions
contemplated hereby and all certificates, opinions, instruments, and other
documents required to effect the transactions contemplated hereby will be
reasonably satisfactory in form and substance to Contributors and Contributors
shall have received all the documents, instruments and certificates set forth
in Section 7(d).


 


(c)                                  Contributors’
Deliveries  Contributors
shall deliver to Tornier at the Closing:


 


(i)                                     Original stock
certificates representing all of the C2M Shares, accompanied by duly executed
stock powers transferring the C2M Shares to Tornier;


 


(ii)                                  the resignations,
effective as of the Closing, of each director and officer of Company;


 


(iii)                               original
certificate of incorporation of Company;


 


18














 


(iv)          copies of the certificate of good
standing of Company issued on or within thirty days before the Closing Date by
the Secretary of State (or comparable officer) of the jurisdiction of
organization;


 


(v)           the original minute books (containing the
records of meetings of the shareholders, the board of directors, and any
committees of the board of the directors), the bylaws, the stock certificate
books, and the stock record books for Company;


 


(vi)          a certificate of the secretary of the
Company, dated as of the Closing Date, in form and substance reasonably
satisfactory to Tornier certifying that (A) there are no amendments to the
certificate of incorporation of the Company, or the bylaws (or other governing
documents) of the Company other than as evidenced in the original minute book
provided to Tornier; (B) the minute book, the stock certificates, and the
stock record books for Company provided to Tornier are correct and complete; (C) the
copies of all Licenses delivered to Tornier are true and correct; and (D) each
of the conditions specified above in Section 7(a) are satisfied in
all respects.


 


(d)           Tornier’s Deliveries. 
Tornier shall deliver to Contributors at the Closing:


 


(i)            Deed of Issue of the Tornier Shares to
Vertical I, Vertical II, TMG and Kohrs pursuant to Schedule 2(a) attached
hereto; and


 


(ii)           Deed of Issue of the Tornier Shares to
STAK against allotment of depositary receipts of shares to Dinger pursuant to Schedule
2(a) attached hereto.


 


Section
8.               Remedies for Breaches of This Agreement.


 


(a)           Survival of Representations and
Warranties.  The representations and warranties of the
Parties hereto contained in this Agreement and any certificate or other
document provided hereunder or thereunder shall survive in full force and
effect until the first anniversary of the Closing Date and shall thereupon
terminate; provided, however, that the representations and
warranties of the Parties hereto contained Sections 3(a)(ii) [Non-contravention],
3(a)(iv) [C2M Shares], 4(b) [Capitalization], 4(c) [Non-contravention]
and 4(l) [Tax Matters] shall survive in full force and effect until the
end of the applicable statute of limitations, and shall thereupon
terminate.  The covenants and agreements
which by their terms do not contemplate performance after the Closing shall
terminate as of, and not survive, the Closing. 
The covenants and agreements which by their terms contemplate
performance after the Closing and expire upon a date certain shall survive
until such date certain, and those which do not expire upon a date certain
shall survive the Closing in accordance with their terms until the expiration
of the applicable statute of limitations.


 


(b)           Indemnification Provisions for Tornier’s
Benefit.  Subject to the limitations set forth herein,
following the Closing, Contributors shall severally (in proportion to the
number of C2M Shares being contributed by each Contributor), and not jointly,
indemnify and defend Tornier, Inc. against, and shall hold Tornier, Inc.
harmless from, any Adverse Consequences resulting from, arising out of, or
incurred by Tornier, Tornier, Inc., or any other Tornier Affiliate in
connection with:


 


19

















 


(i)            Any breach of any representation or
warranty made by any Contributor herein (including any inaccuracy in any
related Schedule);


 


(ii)           Any breach or nonperformance of any
covenant or agreement of any Contributor pursuant hereto; or


 


(iii)          fraud, intentional misrepresentation or
willful breach by any Contributor.


 


(c)           Indemnification Provisions for
Contributors’ Benefit.  Subject to the limitations set forth herein,
following the Closing, Tornier shall indemnify and defend Contributors against,
and shall hold Contributors harmless from, any Adverse Consequences resulting
from, arising out of, or incurred by Contributors in connection with:


 


(i)            any breach of any representation or
warranty by Tornier set forth in this Agreement;


 


(ii)           any covenant of Tornier contained in this
Agreement; or


 


(iii)          any fraud, intentional misrepresentation
or willful breach by Tornier.


 


(d)           Matters Involving Third Parties.


 


(i)            A party entitled to indemnification
hereunder (the “Claiming Party”) will give the
party obligated to provide such indemnification (the “Indemnifying
Party”) prompt notice of any claim of a third party (a “Third-Party Claim”) as to which the Claiming Party has the
right to demand indemnification hereunder (the “Initial
Claim Notice”).  The failure
to promptly give such Initial Claim Notice to the Indemnifying Party will not
relieve the Indemnifying Party of any liability hereunder, unless the
Indemnifying Party was prejudiced thereby.


 


(ii)           Promptly after receiving such Initial
Claim Notice, the Indemnifying Party will assume the defense of such
Third-Party Claim at its own expense and may settle such Third-Party Claim, but
will not, without the written consent of the Claiming Party, agree to (i) any
injunctive relief affecting the Claiming Party or any of its Affiliates or (ii) any
settlement that would adversely affect the business or operations of the
Claiming Party or any of its Affiliates.


 


(iii)          The Claiming Party will have the right to
engage their/its own legal counsel (and other professional advisers) in
connection with the defense of such Third-Party Claim, at the Claiming Party’s
expense.  The Indemnifying Party will
keep the Claiming Party fully informed of all matters material to such defense
and Third-Party Claim at all stages thereof, whether or not the Claiming Party
is represented by separate legal counsel.


 


(iv)          If the Indemnifying Party does not
commence a defense within 30 days following receipt of such Initial Claim
Notice (or such shorter period, if any, during which a 


 


20

















 


defense must be
commenced for the preservation of rights), the Claiming Party may, at its
option, settle or defend such Third-Party Claim at the expense of the
Indemnifying Party.


 


(v)           If a judgment or order in favor of such
third party is rendered against the Claiming Party or such Third-Party Claim is
settled resulting in losses on the part of the Claiming Party, then the amount
of such losses incurred by the Claiming Party will be paid by the Indemnifying
Party.


 


(vi)          Each of the Contributors, STAK and
Tornier will, and will cause its Affiliates to, promptly make available to the
other party (and its legal counsel and other professional advisers with a
reasonable need to know) all books and records of such party relating to such
defense of such Third-Party Claim, subject to reasonable confidentiality requirements.  Each of Contributor, STAK and Tornier will
render to the other parties such assistance as such other parties may
reasonably request to ensure the proper and adequate defense of such
Third-Party Claim.


 


(vii)         In conducting any defense or dealing with
any Third-Party Claim hereunder, each party will use commercially reasonable
efforts to protect and preserve the reputation and goodwill associated with
each other party.


 


(e)           Additional Notices.  In addition to, and not in limitation of Section 8(d),
a Claiming Party will give prompt notice to an Indemnifying Party of each claim
for indemnification hereunder for which such Claiming Party proposes to demand
indemnification (whether or not involving a third party), specifying the amount
and nature of such claim (to the extent known). 
The failure to promptly give such notice to the Indemnifying Party will
not relieve the Indemnifying Party of any liability hereunder, unless the
Indemnifying Party was prejudiced thereby.


 


(f)            Limitations on
Indemnification.


 


(i)            The cumulative indemnification
obligations of either Contributors (collectively) or Tornier under this Section 8
shall not exceed U.S. $5 million. 
For the avoidance of doubt, this limitation shall not apply to
indemnification for Taxes governed by Section 9 of this Agreement or to
indemnification for breach of Tax warranties.


 


(ii)           Notwithstanding anything to the contrary
in this Section 8, neither Contributors (collectively) nor Tornier will
have any indemnification obligations under this Section 8 unless and until
the aggregate losses of, respectively, Tornier or Contributors (collectively)
exceeds $20,000 (the “Indemnification Threshold”);
provided, however, that if such losses exceeds the
Indemnification Threshold, then Contributors (collectively) or Tornier,
respectively, will be obligated to indemnify respectively, Tornier or
Contributors (collectively) for all such losses, including those losses equal
to or less than the Indemnification Threshold.


 


(iii)          Any amounts payable
under this Section 8 by the Indemnifying Party shall be reduced (A) by
any amounts recoverable by the Claiming Party under insurance policies or from
any other Person and (B) by any Tax
benefit of the Claiming Party  arising
from the incurrence or payment of any such indemnified amount.


 


21

















 


(iv)          No party hereto shall be obligated to
indemnify, defend or hold harmless, any other Person with respect to (A) any
item disclosed in the Schedules or (B) any covenant or condition waived by
the other party on, or prior to, the Closing. 
Each party hereto agrees that, for so long as such party has any right
of indemnification under Section 8, it shall not, and shall use its
reasonable efforts to ensure that their Affiliates do not, voluntarily or by
discretionary action (including conducting any invasive sampling or testing),
accelerate the timing, or increase the cost of any obligation of any other
party under this Section 8, except to the extent that such action is taken
(x) for a reasonable legitimate purpose or (y) in response to a
discovery by such party.


 


(v)           No party hereto shall be obligated to
indemnify, defend or hold harmless, any other Person with respect to any
covenant or condition waived by the other party on or prior to the Closing.


 


Section
9.               Tax Matters.  The
following provisions shall govern the allocation of responsibility as between
Tornier and Contributors for certain tax matters following the Closing Date:


 


(a)           Tax Indemnification. 
Contributors shall severally (in proportion to the number of C2M Shares
being contributed by each Contributor), and not jointly, indemnify Company,
Tornier and each Tornier Affiliate and hold them harmless from and against, any
loss, claim, liability, expense, or other damage attributable to (i) all
Taxes (or the non-payment thereof) of Company due or accrued during all taxable
periods ending on or before the Closing Date and the portion through the end of
the Closing Date for any taxable period that includes (but does not end on) the
Closing Date; (ii) all Taxes of any member of an affiliated, consolidated,
combined or unitary group of which Company is or was a member immediately prior
to the Closing Date; and (iii) any and all Taxes of any person (other than
Company) imposed on Company as a transferee or successor, by contract or
pursuant to any law, rule, or regulation, which Taxes relate to an event or
transaction occurring before the Closing.


 


(b)           Responsibility for Filing Tax Returns. 
Tornier shall prepare or cause to be prepared and file or cause to be
filed all Tax Returns for Company starting with the taxable year 2010.  Contributors shall prepare or cause to be
prepared and file or cause to be filed all Tax Returns for the Company for the
taxable year 2009 and all other prior years.


 


(c)           Cooperation on Tax Matters.


 


(i)            Tornier, Company and Contributors shall
cooperate fully, as and to the extent reasonably requested by the other party
or parties, in connection with the filing of Tax Returns pursuant to this Section 9
and any audit, litigation or other proceeding with respect to Taxes.
Cooperation shall include the retention and (upon the other party’s request)
the provision of records and information that are reasonably relevant to any
such audit, litigation or other proceeding. 
Company and Contributors shall retain all books and records with respect
to Tax matters pertinent to Company relating to any taxable period beginning
before the Closing Date until the expiration of the statute of limitations
(and, to the extent notified by Tornier or Contributors, any extensions
thereof) of the respective taxable periods, and to abide by all record
retention agreements entered into with any taxing authority.


 


22

















 


(ii)           Upon request, Tornier and Contributors
will use their reasonable efforts to
obtain any certificate or other document from any governmental authority or any
other Person as may be necessary to mitigate, reduce or eliminate any Tax that
could be imposed (including with respect to the transactions contemplated
hereby).


 


(d)           Certain Taxes and Fees. 
All transfer, documentary, sales, use, stamp, registration and other
such Taxes, and all conveyance fees, recording charges and other fees and
charges (including any penalties and interest) incurred in connection with
consummation of the transactions contemplated by this Agreement shall be paid
by Tornier when due, and Tornier will, at its own expense, file all necessary
Tax Returns and other documentation with respect to all Taxes, fees and charges,
and, if required by applicable law, Contributors will join in the execution of
any Tax Returns and other documentation.


 


(e)           Limitations on
Indemnification.  The
cumulative indemnification obligations of Contributors under this Section 9,
which are separate from and in addition to the indemnification obligations of
Contributors under Section 8 of this Agreement, shall not exceed U.S.
$5 million.  For the avoidance of
doubt, this limitation shall apply only to indemnification for Taxes governed
by Section 9 and to indemnification for breach of Tax warranties.


 


Section 10.             Termination.


 


(a)           Termination of Agreement. The Parties may terminate this
Agreement as provided below:


 


(i)            Tornier and Contributors may terminate
this Agreement by mutual written consent at any time prior to the Closing;


 


(ii)           Tornier may terminate this Agreement by
giving written notice to Contributors at any time prior to the Closing (A) if
Contributors have breached any representation, warranty, or covenant contained
in this Agreement in any material respect, Tornier has notified Contributors of
the breach, and the breach has continued without cure for a period of ten days
after the notice of breach, or (B) if the Closing shall not have occurred
on or before the Deadline, because of the failure of any condition precedent
under Section 7(a) hereof; and


 


(iii)          Contributors may terminate this Agreement
by giving written notice to Tornier at any time prior to the Closing, (A) if
Tornier has breached any representation, warranty, or covenant contained in
this Agreement in any material respect, Contributors have notified Tornier of
the breach, and the breach has continued without cure for a period of ten days
after the notice of breach or (B) if the Closing shall not have occurred
on or before the Deadline by reason of the failure of any condition precedent
under Section 7(b) hereof (unless the failure results primarily from
any Contributor breaching any representation, warranty, or covenant contained
in this Agreement).


 


(b)           Effect of Termination. 
If any of the Contributors, Tornier, or STAK terminates this Agreement
pursuant to Section 10(a) above, all rights and obligations of the
parties to this Agreement shall terminate without any Liability of any of the
parties to this 


 


23

















 


Agreement to
any of the other parties (except for any Liability of any party for breach) of
the obligations of each party with respect to Confidential Information.


 


Section
11.             Miscellaneous.


 


(a)           Public Announcements. 
Tornier may make any public announcements relating to the transactions
contemplated by this Agreement at any time at its sole discretion.  Company and Contributors will not make any
public announcements concerning any of the matters set forth in this Agreement
without the prior written consent of Tornier, which consent may be withheld at
Tornier’s sole discretion.


 


(b)           No Third-Party Beneficiaries. 
This Agreement shall not confer any rights or remedies upon any Person
other than the Parties and their respective successors and permitted assigns.


 


(c)           Entire Agreement. 
This Agreement (including the documents referred to herein) constitutes
the entire agreement among the Parties and supersedes any prior understandings,
agreements and representations by or among the Parties, written or oral, to the
extent they relate in any way to the subject matter hereof.


 


(d)           Succession and Assignment. 
This Agreement shall be binding upon and inure to the benefit of the
Parties named herein and their respective successors and permitted
assigns.  No party to this Agreement may
assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party.


 


(e)           Counterparts. 
This Agreement may be executed in one or more counterparts and may be
delivered by facsimile or any other electronic means of communication, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.


 


(f)            Headings.  The Section headings
contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.


 


(g)           Notices.  All
notices, requests, demands, claims, and other communications hereunder shall be
in writing, and shall only be deemed duly given (i) when delivered
personally to the recipient, (ii) one business day after being sent to the
recipient by reputable overnight courier service (charges prepaid), (iii) one
business day after being sent to the recipient by facsimile transmission, or (iv) four
business days after being mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, and addressed to the
intended recipient as set forth below:


 


	
   

  	
  If
  to Contributors:

  	
   

  	
  To
  the respective addresses set forth in Schedule 2(b).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If
  to Tornier:

  	
   

  	
  Tornier, Inc.

  
	
   

  	
   

  	
   

  	
  Attn:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
  7701
  France Avenue South, Suite 600

  
	
   

  	
   

  	
   

  	
  Edina, MN 55435

  



 


24

















 


	
   

  	
  Copy
  to (not constituting notice):

  	
  Faegre &
  Benson LLP

  
	
   

  	
   

  	
  Attn:  Steven C. Kennedy

  
	
   

  	
   

  	
  2200 Wells Fargo Center

  
	
   

  	
   

  	
  90
  South 7th Street

  
	
   

  	
   

  	
  Minneapolis,
  MN  55402

  
	
   

  	
   

  	
  (612)
  766-1600 (facsimile)

  



 


Any party may
change the address to which notices, requests, demands, claims, and other communications
hereunder are to be delivered by giving the other Parties notice in the manner
herein set forth.


 


(h)           Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, U.S.A., without giving effect to any choice or
conflict of law provision or rule that would cause the application of the
laws of any jurisdiction other than the State of Delaware.  Each party to this Agreement hereby
irrevocably submits to the exclusive jurisdiction and venue of the federal and
state courts located in Delaware, which shall have exclusive jurisdiction to
hear and settle any and all matters involving the Parties.


 


(i)            Amendments and Waivers. 
No amendment of any provision of this Agreement shall be valid unless it
is in writing and signed by both Parties. No waiver by a party of any provision
of this Agreement or any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be valid unless the same
shall be in writing and signed by the party making the waiver nor shall such
waiver be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such default,
misrepresentation, or breach of warranty or covenant.


 


(j)            Severability. 
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any present or future law, and if the rights or obligations
of any party hereto under this Agreement will not be materially and adversely
affected thereby, (a) such provision will be fully severable, (b) this
Agreement will be construed and enforced as if such provision had never
comprised a part hereof, (c) the remaining provisions of this Agreement
will remain in full force and effect and will not be affected by such provision
or its severance herefrom and (d) in lieu of such provision, there will be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such provision as may be possible.


 


(k)           Expenses.  Tornier
and Contributors shall each bear their own costs and expenses (including legal
fees and expenses) incurred in connection with this Agreement and the
transactions contemplated hereby. 
Notwithstanding the foregoing, in the event that Contributors breach the
restrictions of Section 5(f) above, in addition to all other remedies
available to Tornier, Contributors shall pay all fees and expenses incurred by
Tornier relating to this Agreement and the transaction contemplated by this
Agreement, including but not limited to reasonable fees and expenses of
counsel, financial advisors and accountants (the “Expenses
Payment”).  Contributors
acknowledge and agree that payment of the Expenses Payment under the
circumstances is fair and reasonable.


 


25

















 


(l)            Construction. 
The Parties have participated jointly in the negotiation and drafting of
this Agreement.  If an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.  Any
reference to any federal, state, local, or non-U.S. statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. 
The word “including” shall mean including without limitation.  The Parties intend that each representation,
warranty, and covenant contained herein shall have independent
significance.  If a party has breached
any representation, warranty, or covenant contained herein in any respect, the
fact that there exists another representation, warranty, or covenant relating
to the same subject matter (regardless of the relative levels of specificity)
that the party has not breached shall not detract from or mitigate the fact
that the party is in breach of the first representation, warranty, or covenant.


 


(m)          Incorporation of Exhibits, Annexes and
Schedules.  The Exhibits, Annexes and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.


 


(n)           Common Interest. 
Both Parties acknowledge that TMG Holdings Coöperatief U.A., Vertical
Fund I, L.P., Vertical Fund II, L.P., and Douglas W. Kohrs are
shareholders of both the Company and Tornier.


 


[SIGNATURE
PAGE FOLLOWS]


 


26














 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
  TORNIER:

  
	
   

  	
   

  
	
   

  	
  TORNIER B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Eric Liu

  
	
   

  	
  By:

  	
  Eric Liu

  
	
   

  	
  Title:

  	
  Managing Director A

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas W. Kohrs

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STAK:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Guido Nieuwenhuizen

  
	
   

  	
  By:

  	
  G.F.X.M. Nieuwenhuizen

  
	
   

  	
  Title:

  	
  Director A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STICHTING ADMINISTRATIEKANTOOR
  TORNIER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Carney

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas W. Kohrs

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Curt

  
	
   

  	
  Title:

  	
  Tim Curt, Director

  



 


[continued]


 


[Signature
Page to Contribution Agreement]


 

















 


	
   

  	
  CONTRIBUTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  VERTICAL
  FUND I, L.P.

  
	
   

  	
  By:

  	
  THE
  VERTICAL GROUP, L.P.

  
	
   

  	
   

  	
  General
  Partner

  
	
   

  	
  By:

  	
  THE
  VERTICAL GROUP GPHC, LLC

  
	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John E. Runnells III

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John
  E. Runnells III

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  VERTICAL
  FUND II, L.P.

  
	
   

  	
  By:

  	
  THE
  VERTICAL GROUP, L.P.

  
	
   

  	
   

  	
  General
  Partner

  
	
   

  	
  By:

  	
  THE
  VERTICAL GROUP GPHC, LLC

  
	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John E. Runnells III

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John
  E. Runnells III

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  TMG HOLDINGS COÖPERATIEF U.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Curt

  
	
   

  	
  Title:

  	
  Manager A  T. Curt

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Guido Nieuwenhuizen

  
	
   

  	
  Title:

  	
  Manager A  Guido Nieuwenhuizen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Douglas W. Kohrs

  
	
   

  	
  DOUGLAS W. KOHRS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Fred B.
  Dinger, III

  
	
   

  	
  FRED B. DINGER, III

  



 


[Signature
Page to Contribution Agreement]


 

















 


Schedule 2(a)


 


CONTRIBUTORS INFORMATION, 

C2M SHARES OWNED BY CONTRIBUTORS 

AND 

TORNIER SHARES TO BE ACQUIRED BY CONTRIBUTORS


 


	
  Contributor Name &
  Address

  	
   

  	
  Number of C2M

  Shares Owned

  	
   

  	
  Number of

  Tornier Shares

  to be Issued

  	
   

  
	
  Vertical Fund I, L.P.

  c/o The Vertical Group

  25 DeForest Avenue

  Summit, NJ 07901

  	
   

  	
  9,002,584

  	
   

  	
  1,200,344

  	
   

  
	
  Vertical Fund II, L.P.

  c/o The Vertical Group

  25 DeForest Avenue

  Summit, NJ 07901

  	
   

  	
  2,357,130

  	
   

  	
  314,284

  	
   

  
	
  TMG Holdings Coöperatief U.A.

  Fred. Roeskestraat 123,

  1076EE Amsterdam

  The Netherlands

  	
   

  	
  11,359,714

  	
   

  	
  1,514,629

  	
   

  
	
  Douglas W. Kohrs

  7444 Shannon Drive,

  Edina, MN 55439

  	
   

  	
  348,000

  	
   

  	
  46,400

  	
   

  
	
  Fred B. Dinger III

  332 Box Oak,

  San Antonio, Texas 78230

  	
   

  	
  132,572

  	
   

  	
  Issued
  to STAK

  	
   

  
	
  Stichting Administratiekantoor
  Tornier

  Fred. Roeskestraat 123,

  1076EE Amsterdam

  The Netherlands

  	
   

  	
   

  	
   

  	
  17,676

  	
   

  
	
  TOTAL

  	
   

  	
  23,200,000

  	
   

  	
  3,093,333

  	
   

  



 

















 


Schedule 3(a)


 


Disclosures Related to


Contributors’ Representations and Warranties


 


None.


 


* * *


 

















 


Schedule 3(b)


 


Disclosures Related to


Tornier’s Representations and Warranties


 


None.


 

















 


Schedule 4


 


Disclosures Related to


Contributors’ Representations and Warranties

Concerning the Company


 


(c)           Non-contravention. 
None


 


(g)           Company’s Financial Statements. 
Attached as Exhibit A to Schedule 4 are the Company’s Most
Recent Financial Statements.


 


(i)            Payments.  The
Company will, prior to the Closing Date, make payments to its employees in the
total amount of US$537,500, and the company will pay US$30,417 in related
employment benefits and withholding taxes. 
In addition, the Company will, prior to the Closing Date, pay certain
legal fees to Pandiscio P.C. in the total amount of US$16,514.


 


(j)            Company’s Liabilities. 
Company’s liabilities and obligations relating to the Contracts listed
under Section (p) below.


 


(k)           Licenses.  None


 


(n)           Intellectual Property.  Attached as Exhibit B to Schedule
4 are (i) all patents and registrations that have been, or before the
Closing will have been, assigned to Company with respect to any of its
Intellectual Property; (ii) all pending patent and trademark applications
that has been, or before the Closing will have been, assigned to Company, (iii) all
material licenses, sublicenses, agreements, or other permission that Company
has granted to any third party with respect to any of its Intellectual
Property, (iv) all material unregistered trademarks, service marks, trade
names, corporate names or Internet domain names, computer software items (other
than commercially available off-the-shelf software purchased or licensed for
less than a total cost of $1,000 in the aggregate) and material unregistered
copyright used by Company).


 


(p)           Contracts.


 


A.                                   Asset Purchase Agreement dated April 17,
2007, between the Company and Sapphire Medical, Inc.


 


B.                                     The Tornier IP License.


 


(s)           Insurance.  None.


 


* * *


 

















 


Exhibit A


to Schedule 4


 


Company’s Most Recent Financial Statements


(see attached)


 

















 


C2M Medical, Inc.


Unaudited
Balance Sheet


February 28,
2010 and December 31, 2009


 


	
   

  	
   

  	
  Feb
  28,2010

  	
   

  	
  Dec
  31,2009

  	
   

  
	
  ASSETS

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash and Cash Equivalents

  	
   

  	
  $

  	
  714,472

  	
   

  	
  $

  	
  736,420

  	
   

  
	
  Total Currant Assets

  	
   

  	
  714,472

  	
   

  	
  736,420

  	
   

  
	
  Fixed Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leasehold Improvements

  	
   

  	
  4,661

  	
   

  	
  4,661

  	
   

  
	
  Accumulated Depreciation

  	
   

  	
  (4,661

  	
  )

  	
  (4,661

  	
  )

  
	
  Total Fixed Assets

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Goodwill

  	
   

  	
  20,000,000

  	
   

  	
  20,000,000

  	
   

  
	
  Total Other Assets

  	
   

  	
  20,000,000

  	
   

  	
  20,000,000

  	
   

  
	
  TOTAL ASSETS

  	
   

  	
  20,714,472

  	
   

  	
  20,736,420

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIABILITIES & EQUITY

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts Payable and
  Accrued Liabilities

  	
   

  	
  586,238

  	
   

  	
  14,823

  	
   

  
	
  Total Current Liabilities

  	
   

  	
  586,238

  	
   

  	
  14,823

  	
   

  
	
  Total Liabilities

  	
   

  	
  586,238

  	
   

  	
  14,823

  	
   

  
	
  Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preferred Stock

  	
   

  	
  7,604,500

  	
   

  	
  7,604,500

  	
   

  
	
  Additional Paid-in
  Capital

  	
   

  	
  15,595,500

  	
   

  	
  15,595,500

  	
   

  
	
  Retained Earnings

  	
   

  	
  (2,478,403

  	
  )

  	
  (2,409,899

  	
  )

  
	
  Net Loss

  	
   

  	
  (593,363

  	
  )

  	
  (68,504

  	
  )

  
	
  Total Equity

  	
   

  	
  20,128,234

  	
   

  	
  20,721,597

  	
   

  
	
  TOTAL LIABILITIES &
  EQUITY

  	
   

  	
  $

  	
  20,714,472

  	
   

  	
  $

  	
  20,736,420

  	
   

  



 

















 


C2M Medical, Inc.



Unaudited
Statement of Cash Flows 


Two Months
Ended February 28, 2010 


and Year
Ended December 31, 2009


 


	
   

  	
   

  	
  Jan-Feb 2010

  	
   

  	
  Jan - Dec 2009

  	
   

  
	
  OPERATING ACTIVITIES

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Income (Loss)

  	
   

  	
  (593,363

  	
  )

  	
  (68,504

  	
  )

  
	
  Depreciation Expense

  	
   

  	
  —

  	
   

  	
  1,208

  	
   

  
	
  Changes In Current Liabilities

  	
   

  	
  571,414

  	
   

  	
  (41,702

  	
  )

  
	
  Net cash used in Operating
  Activities

  	
   

  	
  (21,949

  	
  )

  	
  (108,998

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Increase (Decrease) in Cash and
  Cash Equivalents

  	
   

  	
  (21,949

  	
  )

  	
  (108,998

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash and Cash Equivalents, Beginning
  of Year

  	
   

  	
  736,420

  	
   

  	
  845,418

  	
   

  
	
  Cash and Cash Equivalents, End
  of Year

  	
   

  	
  714,472

  	
   

  	
  736,420

  	
   

  



 






 


 










 


Exhibit B


to Schedule 4


 


Company’s Patents


 


	
  Client

  	
   

  	
  Docket

  No.

  	
   

  	
  Title

  	
   

  	
  Status

  	
   

  	
  Filing

  Date

  Serial No.

  	
   

  	
  Patent

  Date

  Patent

  No.

  	
   

  	
  Remarks

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00200

  	
   

  	
  APPARATUS AND METHODS FOR SECURING TISSUE TO BONE

  	
   

  	
  Provisional patent application abandoned in favor
  of Non-provisional patent application (see C2M-6008-00201below)

  	
   

  	
  04/16/04

  60/562,778

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00201

  	
   

  	
  APPARATUS AND METHODS FOR SECURING TISSUE TO BONE

  	
   

  	
  Non-provisional patent application abandoned in
  favor of PCT application PCT/US2005/013172

  And CIP in 11/325,619

  	
   

  	
  04/15/05

  11/107,372

  	
   

  	
   

  	
   

  	
  Claims benefit of 60/562,778 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00202

  	
   

  	
  APPARATUS AND METHODS FOR SECURING TISSUE TO BONE

  	
   

  	
  International (PCT) patent application entered
  national phase (see below)

  	
   

  	
  04/18/05

  PCT/US05/13172

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00203

  	
   

  	
  APPARATUS AND METHOD FOR SECURING TISSUE TO BONE
  WITH A SUTURE

  	
   

  	
  Non-provisional patent application abandoned in
  favor of PCT application PCT/US2007/060098 and CON on 11/337,939 &
  11/337,933

  	
   

  	
  01/04/06

  11/325,619

  	
   

  	
   

  	
   

  	
  CIP of 11/107,372 and claims benefit of 60/562,778

  



 


Exhibit
B to Schedule 4


 

















 


	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00204

  	
   

  	
  APPARATUS AND METHOD FOR SECURING TISSUE TO BONE
  WITH A SUTURE

  	
   

  	
  Non-provisional patent
  application abandoned

  	
   

  	
  01/23/06

  11/337,939

  	
   

  	
   

  	
   

  	
  CON of 11/325,619; CIP of 11/107,372 and claims
  benefit of 60/562,778

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00205

  	
   

  	
  APPARATUS AND METHOD FOR SECURING TISSUE TO BONE
  WITH A SUTURE

  	
   

  	
  Non-provisional patent application abandoned

  	
   

  	
  01/23/06

  11/337,933

  	
   

  	
   

  	
   

  	
  CON of 11/325,619; CIP of 11/107,372 and claims
  benefit of 60/562,778

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00206 EP

  	
   

  	
  APPARATUS AND METHODS FOR SECURING TISSUE TO BONE

  	
   

  	
  European patent application pending

  	
   

  	
  04/18/05

  05736765.8

  	
   

  	
   

  	
   

  	
  European national phase of PCT/US05/13172 in examination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc. 

  	
   

  	
  C2M-6008-00207 CA

  	
   

  	
  APPARATUS AND METHODS FOR SECURING TISSUE TO BONE

  	
   

  	
  Canadian patent application pending

  	
   

  	
  04/18/05

  2,563,910

  	
   

  	
   

  	
   

  	
  Canadian national phase of PCT/US05/13172 in examination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc. 

  	
   

  	
  C2M-6008-00208 AU

  	
   

  	
  APPARATUS AND METHODS FOR SECURING TISSUE TO BONE

  	
   

  	
  Australian patent application pending

  	
   

  	
  04/18/05

  2005235305

  	
   

  	
   

  	
   

  	
  Australian national phase of PCT/US05/13172 

  



 


Exhibit
B to Schedule 4


 

















 


	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00209 JP

  	
   

  	
  APPARATUS AND METHODS FOR SECURING TISSUE TO BONE

  	
   

  	
  Japanese patent application pending

  	
   

  	
  04/18/05

  2007-508629

  	
   

  	
   

  	
   

  	
  Japanese national phase of PCT/US05/13172 Published June 11th, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00210 PCT

  	
   

  	
  APPARATUS AND METHOD FOR SECURING TISSUE TO BONE
  WITH A SUTURE

  	
   

  	
  International (PCT) patent application entered national
  phase

  	
   

  	
  01/04/07

  PCT/US07/60098

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  APPARATUS AND METHOD FOR SECURING TISSUE TO BONE
  WITH A SUTURE

  	
   

  	
  European patent application pending

  	
   

  	
  07/15/08

  077701201.1

  	
   

  	
   

  	
   

  	
  European national phase of PCT/US07/60098 In examination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  APPARATUS AND METHOD FOR SECURING TISSUE TO BONE
  WITH A SUTURE

  	
   

  	
  Japanese patent application pending

  	
   

  	
  07/15/08

  2008-549636

  	
   

  	
   

  	
   

  	
  Japanese national phase of PCT/US07/60098 In examination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00600

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Non-provisional patent application pending

  	
   

  	
  01/04/06

  11/325,252

  	
   

  	
   

  	
   

  	
  Non final office action

  



 


Exhibit
B to Schedule 4


 

















 


	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00601

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Non-provisional patent application abandoned

  	
   

  	
  01/23/06

  11/337,934

  	
   

  	
   

  	
   

  	
  CON of 11/325,252

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00602

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Non-provisional patent application abandoned

  	
   

  	
  01/23/06

  11/337,819

  	
   

  	
   

  	
   

  	
  CON of 11/325,252 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00603

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Non-provisional patent application abandoned

   

  	
   

  	
  01/23/06

  11/337,966

  	
   

  	
   

  	
   

  	
  CON of 11/325,252 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00604 PCT

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  International (PCT) patent application entered
  national phase

   

  	
   

  	
  01/04/07

  PCT/US07/60099

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Chinese patent application pending

  	
   

  	
  07/04/08

  200780007654.5

  	
   

  	
   

  	
   

  	
  Chinese national phase of PCT/US07/60099 Response to first Office Action

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Australian patent application pending

  	
   

  	
  07/04/08

  2007203780

  	
   

  	
   

  	
   

  	
  Australian national phase of PCT/US07/60099

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Japanese patent application pending 

  	
   

  	
  07/04/08

  2008-549637

  	
   

  	
   

  	
   

  	
  Japanese national phase of PCT/US07/60099

  



 


Exhibit
B to Schedule 4


 

















 


	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  European patent application pending

  	
   

  	
  07/04/08

  07701202.9

  	
   

  	
   

  	
   

  	
  European national phase of PCT/US07/60099 Response to EPO communication Nov. 13th, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  RING CINCH ASSEMBLY TO ATTACH BONE TO TISSUE

  	
   

  	
  Canadian patent application pending

  	
   

  	
  07/04/08

  2,636,001

  	
   

  	
   

  	
   

  	
  Canadian national phase of PCT/US07/60099

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00700

  	
   

  	
  BONE ANCHOR SYSTEMS AND METHODS FOR THE USE
  THEREOF

  	
   

  	
  Provisional patent application abandoned in favor
  of non-provisional patent applications (see C2M-6008-00701 and C2M-6008-
  00704 below)

  	
   

  	
  03/22/06

  60/784,679

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00701

  	
   

  	
  BONE ANCHOR INSTALLER AND METHOD OF USE

  	
   

  	
  Non-provisional patent application pending

  	
   

  	
  03/22/07

  11/726,736

  	
   

  	
   

  	
   

  	
  Claims benefit of 60/784,679 Response to Non final Office March 10th, 2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00703 PCT

  	
   

  	
  BONE ANCHOR INSTALLER AND METHOD OF USE

  	
   

  	
  International (PCT) patent application entered
  national phase

   

  	
   

  	
  03/22/07

  PCT/US07/64681

  	
   

  	
   

  	
   

  	
   

  



 


Exhibit
B to Schedule 4


 














 


	
  C2M Medical, Inc

  	
   

  	
   

  	
   

  	
  BONE ANCHOR INSTALLER AND METHOD OF USE

  	
   

  	
  Australian patent application pending

  	
   

  	
  03/22/07

  2007227349

  	
   

  	
   

  	
   

  	
  Australian national phase of PCT/US07/64681

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc

  	
   

  	
   

  	
   

  	
  BONE ANCHOR INSTALLER AND METHOD OF USE

  	
   

  	
  European patent application pending

  	
   

  	
  03/22/07

  07759159.2

  	
   

  	
   

  	
   

  	
  European national phase of PCT/US07/64681 2010 annuity fee paid

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc

  	
   

  	
   

  	
   

  	
  BONE ANCHOR INSTALLER AND METHOD OF USE

  	
   

  	
  Japanese patent application pending 

  	
   

  	
  03/22/07

  2008-501736

  	
   

  	
   

  	
   

  	
  Japanese national phase of PCT/US07/64681

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00704

  	
   

  	
  SUTURE PASSER DEVICES AND USES THEREOF

  	
   

  	
  Non-provisional patent application abandoned

  	
   

  	
  03/22/07

  11/726,724

  	
   

  	
   

  	
   

  	
  Claims benefit of 60/784,679

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-00705 PCT

  	
   

  	
  SUTURE PASSER DEVICES AND USES THEREOF

  	
   

  	
  International (PCT) patent application entered national
  phase

   

  	
   

  	
  03/22/07

  PCT/US07/64684

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  SUTURE PASSER DEVICES AND USES THEREOF

  	
   

  	
  Australian patent application pending

  	
   

  	
  03/22/07

  2007227351

  	
   

  	
   

  	
   

  	
  Australian national phase of PCT/US07/64684

  



 


Exhibit
B to Schedule 4


 

















 


	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  SUTURE PASSER DEVICES AND USES THEREOF

  	
   

  	
  European patent application pending

  	
   

  	
  03/22/07

  07759161.8

  	
   

  	
   

  	
   

  	
  European national phase of PCT/US07/64684 2010 annuity fee paid

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  SUTURE PASSER DEVICES AND USES THEREOF

  	
   

  	
  Japanese patent application pending

  	
   

  	
  03/22/07

  2008-501737

  	
   

  	
   

  	
   

  	
  Japanese national phase of PCT/US07/64684

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-01100

  	
   

  	
  TACK ANCHOR SYSTEMS, BONE ANCHOR SYSTEMS, AND
  METHODS OF USE

  	
   

  	
  Provisional patent application expired

  	
   

  	
  03/05/07

  60/905,216

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  TACK ANCHOR SYSTEMS, BONE ANCHOR SYSTEMS, AND
  METHODS OF USE

  	
   

  	
  Non provisional patent
  application pending

  	
   

  	
  03/05/2008

  12/074,693

  	
   

  	
   

  	
   

  	
  Claims benefit of 60/905,216

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  TACK ANCHOR SYSTEMS, BONE ANCHOR SYSTEMS, AND
  METHODS OF USE

  	
   

  	
  International (PCT) patent application entered national
  phase

   

  	
   

  	
  03/05/2008

  PCT/US2008/002885

  	
   

  	
   

  	
   

  	
   

  



 


Exhibit
B to Schedule 4


 

















 


	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  TACK ANCHOR SYSTEMS, BONE ANCHOR SYSTEMS, AND
  METHODS OF USE

  	
   

  	
  European patent application pending

  	
   

  	
  03/05/2008

  08726423.0

  	
   

  	
   

  	
   

  	
  European national phase of PCT/US2008/002885 2010 annuity fee paid

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-6008-01101

  	
   

  	
  TACK BONE ANCHORS AND TACK BONE ANCHOR TOOLS
  SYSTEMS AND METHODS OF USE

  	
   

  	
  Draft (not yet filed) 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
  C2M-1 PROV

  	
   

  	
  BONE ANCHOR COMPRISING A SHAPE MEMORY ELEMENT AND
  UTILIZING TEMPERATURE TRANSITION TO SECURE THE BONE ANCHOR IN BONE

  	
   

  	
  Provisional patent application abandoned in favor
  of PCT patent application PCT/US2008/073807

  	
   

  	
  08/24/07

  60/966,087

  	
   

  	
   

  	
   

  	
   

  



 


Exhibit
B to Schedule 4


 

















 


	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  BONE ANCHOR COMPRISING A SHAPE MEMORY ELEMENT AND
  UTILIZING TEMPERATURE TRANSITION TO SECURE THE BONE ANCHOR IN BONE

  	
   

  	
  PCT patent application moved national

  	
   

  	
  08/21/2008

  PCT/US2008/073807

  	
   

  	
   

  	
   

  	
  National phases due 02/24/2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  BONE ANCHOR COMPRISING A SHAPE MEMORY ELEMENT AND
  UTILIZING TEMPERATURE TRANSITION TO SECURE THE BONE ANCHOR IN BONE

  	
   

  	
  European patent application

  Filing in process 

  	
   

  	
  Filing in process

  	
   

  	
   

  	
   

  	
  European national phase of PCT/US2008/073807

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C2M Medical, Inc.

  	
   

  	
   

  	
   

  	
  BONE ANCHOR COMPRISING A SHAPE MEMORY ELEMENT AND
  UTILIZING TEMPERATURE TRANSITION TO SECURE THE BONE ANCHOR IN BONE

  	
   

  	
  US non provisional patent application filing in
  process

  	
   

  	
  Filing in process

  	
   

  	
   

  	
   

  	
  US national phase of PCT/US2008/073807

  



 


Exhibit
B to Schedule 4


 














 


Company’s Trademarks


 


	
  Mark

  	
   

  	
  Country

  	
   

  	
  Status

  	
   

  	
  App No

  	
   

  	
  App Date

  	
   

  	
  Reg No

  	
   

  	
  Reg Date

  	
   

  	
  Goods/Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DESIGN (Curved bars
  with braided strands)

  	
   

  	
  Australia

  	
   

  	
  Registered

  	
   

  	
  1224830

  	
   

  	
  2/18/2008

  	
   

  	
  1224830

  	
   

  	
  2/18/2008

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, INCLUDING BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, AND INSTRUMENTATION FOR DEPLOYING THE SAME IN THE BODY; SUTURE; AND
  INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINCH

  	
   

  	
  Brazil

  	
   

  	
  Filed, Published

  	
   

  	
  830151176

  	
   

  	
  12/15/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES THAT
  ARE INPLANTED IN HUMAN BONES FOR THE PURPOSE OF COUPLING LIGAMENTS AND
  TENDONS TO BONES, AND SURGICAL IMPLANT TOOLS TO FACILITATE IMPLANTATION OF
  SUCH MEDICAL DEVICES; BONE ANCHORS AND SURGICAL TOOLS TO FACILITATE
  IMPLANTATION OF BONE ANCHORS; SUTURES; AND SUTURE PULLERS in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PITON

  	
   

  	
  Brazil

  	
   

  	
  Filed, Published

  	
   

  	
  830151824

  	
   

  	
  12/16/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, NAMELY, BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, MEDICAL INSTRUMENTS FOR DEPLOYING BONE ANCHORS IN THE BODY AND MEDICAL
  INSTRUMENTS FOR SECURING SOFT TISSUE TO BONE IN THE BODY; SUTURES; AND
  MEDICAL INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  



 


Exhibit
B to Schedule 4


 

















 


	
  CINCH

  	
   

  	
  Canada

  	
   

  	
  Filed

  	
   

  	
  1388414

  	
   

  	
  3/25/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES THAT
  ARE INPLANTED IN HUMAN BONES FOR THE PURPOSE OF COUPLING LIGAMENTS AND
  TENDONS TO BONES, AND SURGICAL IMPLANT TOOLS TO FACILITATE IMPLANTATION OF
  SUCH MEDICAL DEVICES; BONE ANCHORS AND SURGICAL TOOLS TO FACILITATE
  IMPLANTATION OF BONE ANCHORS; SUTURES; AND SUTURE PULLERS in Int. Class GDS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PITON

  	
   

  	
  Canada

  	
   

  	
  Filed

  	
   

  	
  1384729

  	
   

  	
  2/18/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, NAMELY, BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, MEDICAL INSTRUMENTS FOR DEPLOYING BONE ANCHORS IN THE BODY AND MEDICAL
  INSTRUMENTS FOR SECURING SOFT TISSUE TO BONE IN THE BODY; SUTURES; AND
  MEDICAL INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class GDS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINCH

  	
   

  	
  China P.R.

  	
   

  	
  Filed

  	
   

  	
  7103170

  	
   

  	
  12/6/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES THAT
  ARE IMPLANTED IN HUMAN BONES FOR THE PURPOSE OF COUPLING LIGAMENTS AND
  TENDONS TO BONES; SURGICAL IMPLANT INSTRUMENTS; BONE ANCHORS; SURGICAL TOOLS
  TO FACILITATE IMPLANTATION OF BONE ANCHORS; SUTURE MATERIALS; THREAD
  [SURGICAL]; SURGICAL INSTRUMENTS in Int. Class 010

  



 


Exhibit
B to Schedule 4


 

















 


	
  PITON

  	
   

  	
  China P.R.

  	
   

  	
  Filed

  	
   

  	
  7103168

  	
   

  	
  12/9/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE; BONE ANCHORS FOR ANCHORING SUTURE TO BONE;
  MEDICAL INSTRUMENTS FOR DEPLOYING BONE ANCHORS IN THE BODY; MEDICAL
  INSTRUMENTS FOR SECURING SOFT TISSUE TO BONE IN THE BODY; SUTURE MATERIALS;
  THREAD [SURGICAL]; MEDICAL INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINCH

  	
   

  	
  European Community

  	
   

  	
  Filed, Published

  	
   

  	
  006700521

  	
   

  	
  2/18/2008

  	
   

  	
  006700521

  	
   

  	
  5/20/2009

  	
   

  	
  MEDICAL DEVICES THAT
  ARE INPLANTED IN HUMAN BONES FOR THE PURPOSE OF COUPLING LIGAMENTS AND
  TENDONS TO BONES, AND SURGICAL IMPLANT TOOLS TO FACILITATE IMPLANTATION OF
  SUCH MEDICAL DEVICES; BONE ANCHORS AND SURGICAL TOOLS TO FACILITATE IMPLANTATION
  OF BONE ANCHORS; SUTURES; AND SUTURE PULLERS in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DESIGN (Curved bars
  with braided strands)

  	
   

  	
  European Community

  	
   

  	
  Registered

  	
   

  	
  6752034

  	
   

  	
  3/5/2008

  	
   

  	
  6752034

  	
   

  	
  7/22/2009

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, INCLUDING BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, AND INSTRUMENTATION FOR DEPLOYING THE SAME IN THE BODY; SUTURES; AND
  INSTRUMENTS FOR MANIPULATING SUTURE. in Int. Class 010

  



 


Exhibit
B to Schedule 4


 

















 


	
  PITON

  	
   

  	
  European Community

  	
   

  	
  Registered

  	
   

  	
  6700256

  	
   

  	
  2/18/2008

  	
   

  	
  6700256

  	
   

  	
  1/7/2009

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, NAMELY, BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, MEDICAL INSTRUMENTS FOR DEPLOYING BONE ANCHORS IN THE BODY AND MEDICAL
  INSTRUMENTS FOR SECURING SOFT TISSUE TO BONE IN THE BODY; SUTURES; AND
  MEDICAL INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DESIGN (Curved bars
  with braided strands)

  	
   

  	
  Japan

  	
   

  	
  Registered

  	
   

  	
  2008-12742

  	
   

  	
  2/22/2008

  	
   

  	
  5201689

  	
   

  	
  1/30/2009

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT BONE TISSUE TO BONE, INCLUDING BONE ANCHORS FOR ANCHORING
  SUTURE TO BONE, AND INSTRUMENTATION FOR DEPLOYING THE SAME IN THE BODY;
  SUTURE; INSTRUMENTS FOR MANIPULATING SUTURE; SURGICAL APPARATUS AND
  INSTRUMENTS; AND MEDICAL APPARATUS AND INSTRUMENTS in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PITON

  	
   

  	
  Japan

  	
   

  	
  Filed, Published

  	
   

  	
  2008-12454

  	
   

  	
  2/21/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, INCLUDING BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, AND INSTRUMENTATION FOR DEPLOYING THE SAME IN THE BODY; SUTURE;
  INSTRUMENTS FOR MANIPULATING SUTURE; SURGICAL APPARATUS AND INSTRUMENTS; AND
  MEDICAL APPARATUS AND INSTRUMENTS in Int. Class 010

  



 


Exhibit
B to Schedule 4


 

















 


	
  PITON

  	
   

  	
  Mexico

  	
   

  	
  Registered

  	
   

  	
  981321

  	
   

  	
  12/18/2008

  	
   

  	
  1083607

  	
   

  	
  2/11/2009

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, NAMELY, BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, MEDICAL INSTRUMENTS FOR DEPLOYING BONE ANCHORS IN THE BODY AND MEDICAL
  INSTRUMENTS FOR SECURING SOFT TISSUE TO BONE IN THE BODY; SUTURES; AND
  MEDICAL INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINCH

  	
   

  	
  South Africa

  	
   

  	
  Filed

  	
   

  	
  2008/28721

  	
   

  	
  12/8/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES THAT
  ARE INPLANTED IN HUMAN BONES FOR THE PURPOSE OF COUPLING LIGAMENTS AND
  TENDONS TO BONES, AND SURGICAL IMPLANT TOOLS TO FACILITATE IMPLANTATION OF
  SUCH MEDICAL DEVICES; BONE ANCHORS AND SURGICAL TOOLS TO FACILITATE
  IMPLANTATION OF BONE ANCHORS; SUTURES; AND SUTURE PULLERS in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PITON

  	
   

  	
  South Africa

  	
   

  	
  Filed

  	
   

  	
  2008/28720

  	
   

  	
  12/8/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE INCLUDING BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, INSTRUMENTATION FOR DEPLOYING THE SAME IN THE BODY; SUTURES AND
  INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  



 


Exhibit
B to Schedule 4


 

















 


	
  CINCH

  	
   

  	
  Switzerland

  	
   

  	
  Registered

  	
   

  	
  65141/2008

  	
   

  	
  12/12/2008

  	
   

  	
  585393

  	
   

  	
  4/15/2009

  	
   

  	
  MEDICAL DEVICES THAT
  ARE INPLANTED IN HUMAN BONES FOR THE PURPOSE OF COUPLING LIGAMENTS AND
  TENDONS TO BONES, AND SURGICAL IMPLANT TOOLS TO FACILITATE IMPLANTATION OF
  SUCH MEDICAL DEVICES; BONE ANCHORS AND SURGICAL TOOLS TO FACILITATE
  IMPLANTATION OF BONE ANCHORS; SUTURES; AND SUTURE PULLERS in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PITON

  	
   

  	
  Switzerland

  	
   

  	
  Registered

  	
   

  	
  65137/2008

  	
   

  	
  12/12/2008

  	
   

  	
  585392

  	
   

  	
  4/15/2009

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, NAMELY, BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, MEDICAL INSTRUMENTS FOR DEPLOYING BONE ANCHORS IN THE BODY AND MEDICAL
  INSTRUMENTS FOR SECURING SOFT TISSUE TO BONE IN THE BODY; SUTURES; AND
  MEDICAL INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINCH

  	
   

  	
  United States

  	
   

  	
  Registered

  	
   

  	
  78/783,381

  	
   

  	
  12/31/2005

  	
   

  	
  3,584,726

  	
   

  	
  3/3/2009

  	
   

  	
  MEDICAL DEVICES THAT
  ARE INPLANTED IN HUMAN BONES FOR THE PURPOSE OF COUPLING LIGAMENTS AND
  TENDONS TO BONES, AND SURGICAL IMPLANT TOOLS TO FACILITATE IMPLANTATION OF
  SUCH MEDICAL DEVICES; BONE ANCHORS AND SURGICAL TOOLS TO FACILITATE
  IMPLANTATION OF BONE ANCHORS; SUTURES; AND SUTURE PULLERS in Int. Class 010

  



 


Exhibit
B to Schedule 4


 

















 


	
  PITON

  	
   

  	
  United States

  	
   

  	
  Registered

  	
   

  	
  77/263,895

  	
   

  	
  8/24/2007

  	
   

  	
  3,683,668

  	
   

  	
  9/15/2009

  	
   

  	
  MEDICAL DEVICES FOR
  SECURING SOFT TISSUE TO BONE, NAMELY, BONE ANCHORS FOR ANCHORING SUTURE TO
  BONE, MEDICAL INSTRUMENTS FOR DEPLOYING BONE ANCHORS IN THE BODY AND MEDICAL
  INSTRUMENTS FOR SECURING SOFT TISSUE TO BONE IN THE BODY; SUTURES; AND
  MEDICAL INSTRUMENTS FOR MANIPULATING SUTURE in Int. Class 010

  



 


* * *


 


Exhibit
B to Schedule 4