Exhibit
10.29


 


JOINDER AGREEMENT


 


This
JOINDER AGREEMENT (this “Agreement”), dated as of this 30 day of
March, 2007, is entered into by and among Tornier B.V., a private company with
limited liability organized under the laws of the Netherlands, with corporate
seat in Amsterdam (the “Company”), and DVO — Extremity Solutions, LLC,
an Indiana limited liability company (“Stockholder”).


 


WHEREAS,
DVO Acquisition, Inc., a Delaware corporation, and indirect wholly owned
subsidiary of the Company (“Buyer”), purchased substantially all the
assets of Stockholder pursuant to that certain Asset Purchase Agreement, dated
as of March 5, 2007, by and among the Company, Buyer and Stockholder (the “APA”);


 


WHEREAS,
pursuant to the APA, Stockholder has the option, which it now desires to
exercise, to purchase “Initial Common Shares” (as defined in the APA), and
Stockholder has the opportunity and may desire to purchase, at its option and
pursuant to the terms of the APA, “Subsequent Common Shares” (as defined in the
APA) at certain future dates (the Initial Common Shares together with the
Subsequent Common Shares, the “Stock”);


 


WHEREAS,
pursuant to the APA, it is a condition to the Company’s obligation to issue the
Initial Common Shares and the Subsequent Common Shares that Stockholder enter
into and be bound by the terms and conditions of this Agreement; and


 


WHEREAS,
Stockholder desires to enter into and be bound by the terms and conditions of
this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:


 


1.             Joinder to Securityholders Agreement.  Stockholder agrees to observe and to be bound
by all the terms and conditions of that certain Securityholders Agreement,
dated as of July 18, 2006, by and among the Investors (as defined therein)
and the Company (the “Securityholders Agreement”) with the intent and
effect that Stockholder shall (with effect from the date on which the Initial
Common Shares was issued to Stockholder) be deemed to be a party to the
Securityholders Agreement, with the benefit of, but subject to, all the terms
and conditions thereof (except that Stockholder shall be permitted to Transfer
any Securities to one or more members of Stockholder who is a member of
Stockholder on the Closing Date (as defined in the APA), provided (a) such
transfer is a distribution in accordance with the operating agreement, as
amended, of Stockholder, (b) such transfers are made in accordance with
the terms and conditions of the Securityholders Agreement, (c) such
members agree in writing to be bound by the terms of this Agreement, and (d) any
such members execute an adherence agreement, the form of which is attached to
the Securityholders Agreement, making them party to the Securityholders
Agreement).  Stockholder further agrees
and acknowledges that it will be deemed to be a “Co-Investor” and the Stock
shall be deemed to be “Securities” for the purposes of the Securityholders
Agreement.  For the purpose of delivery
of notices under the Securityholders Agreement and for service of process, the
address of Stockholder is set forth on Schedule A to this
Agreement.  Except as expressly modified
by this Agreement, all of the terms,


 

















 


covenants, agreements, conditions and other
provisions of the Securityholders Agreement shall remain in full force and
effect in accordance with its terms.


 


2.             “Market Stand-off”.  Stockholder agrees, if requested by the
Company and an underwriter of equity securities of the Company, not to lend,
offer, pledge, sell, contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any of
the Stock, or enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Stock, during the 180-day period following the effective date of a
registration statement of the Company filed under the Securities Act of 1933,
as amended, or the securities laws of any non-U.S. jurisdiction. If requested
by the underwriters, Stockholder shall execute a separate agreement to the
foregoing effect.  The Company may impose
stop-transfer instructions with respect to the Stock subject to the foregoing
restrictions until the end of said 180-day period.  The provisions of this Section 2 shall
be binding upon any transferee who acquires any of the Stock and concurrently
with any transfer of Stock, the transferee shall agree in writing to be bound
by the terms and conditions of this Section 2.


 


3.             Governing Law and Jurisdiction.  Except for Section 2, which shall be
governed by the laws of the State of New York, this Agreement and the rights
and obligations of the parties hereunder and the persons subject hereto shall
be governed by, and construed and interpreted in accordance with, the laws of
the Netherlands, without giving effect to the choice of law principles thereof.


 


4.             Certain Defined Terms.  Capitalized terms used in this Agreement but
not defined in this Agreement shall have the meaning ascribed to them in the
Securityholders Agreement.


 


[Remainder of Page Intentionally Left Blank]


 


2

















 


IN
WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the
date first above written.


 


 


	
   

  	
  TORNIER
  B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Douglas
  W. Kohrs

  
	
   

  	
  Name:

  	
  Douglas
  W. Kohrs

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DVO –
  EXTREMITY SOLUTIONS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Rod
  Mayer

  
	
   

  	
  Name:

  	
  Rod
  Mayer

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 


[signature page to DVO Joinder Agreement]


 


3

















 


Schedule A


 


Stockholder Addresses


 


DVO
– Extremity Solutions, LLC


720
East Winona Avenue


Warsaw, IN  46580


Fax:  574-268-0861


Attn:  Chief Executive Officer