Exhibit 10.28


 


Execution
Version


 




 





 


TMG B.V.


 


 


SECURITYHOLDERS’ AGREEMENT


 


 


Dated as of July 18, 2006


 


 




 




















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Transfers of Securities

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Supervisory Board

  	
  8

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Covenants, Representations and Warranties

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Amendment, Modification, Supplement and Waiver

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Termination of Rights and Obligations Under Certain
  Sections

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Parties

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Recapitalizations, Exchanges, Restructurings, etc.
  Affecting the Securities

  	
  10

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Further Assurances

  	
  11

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Governing Law and Jurisdiction

  	
  11

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Invalidity of Provision

  	
  11

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Notices

  	
  12

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Headings

  	
  13

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Entire Agreement

  	
  13

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Defined Terms

  	
  13

  



 

















 


SECURITYHOLDERS’ AGREEMENT


 


This
SECURITYHOLDERS’ AGREEMENT (this “Agreement”) is dated as of July 18,
2006 and is entered into by and among the institutional investor(s) whose
name(s) and address(es) are set forth from time to time on Schedule I
hereto (the “Institutional Investors”), KCH Stockholm AB, a company
organized under the laws of Sweden, having its registered office at Hamilton
Advokatbyra, Kungsgatan 2 A, Box 606, SE-651 13 Karlstad (the “Co-Investor”),
Mr. Alain Tornier, born on August 24, 1946 in Grenoble (38000) - France, of
French citizenship, residing at 299, chemin de Buttit, 38330 Saint-Ismier,
France  (the “Founder”), Warburg
Pincus (Bermuda) Private Equity IX, L.P. (“Warburg Pincus”) and TMG
B.V., a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) organized under the laws of the Netherlands, with
corporate seat in Amsterdam and having its registered office at Fred.
Roeskestraat 123 1 HG, 1076EE Amsterdam, The Netherlands (the “Company”).  Hereinafter, the Institutional Investors, the
Co-Investor, Warburg Pincus and the Founder are jointly referred to as the “Parties”
or individually as a “Party”. 
Capitalized terms used herein without definition elsewhere in this
Agreement are defined in Section 14 hereof.


 


RECITALS


 


WHEREAS,
pursuant to two separate Share Purchase Agreements dated July 18, 2006, TMG
France SNC, a subsidiary of the Company, shall purchase the totality of the
share capital and voting rights of (i) Tornier Holding SAS, a French société par actions simplifiée, having its registered office
at Chemin Doyen Gosse, 38330 Saint Ismier, France and (ii)
Donovan Medical Equipment Ltd., a company incorporated in the Republic of
Ireland, having its registered office at 90 South Mall, Cork, Ireland
(together, the “Acquisitions”);


 


WHEREAS,
in order to finance the Acquisitions and related costs, the Institutional
Investors and the Co-Investor have agreed to participate in the equity
financing (the “Equity Financing”) of the Company as follows:


 


(a)                                  the
Institutional Investors have subscribed for new shares issued by the Company
and, concurrently with the execution of this Agreement, are contributing an
additional amount to the Company as share premium, in the amounts set forth
opposite their respective names on Schedule II thereto;


 


(b)                                  Warburg Pincus
is subscribing, concurrently with the execution of this Agreement, for
convertible bonds (the “Bridge Convertible Bonds”) issued by the
Company, in the amount set forth opposite its name on Schedule II
hereto, it being specified that the Bridge Convertible Bonds shall be entirely
repaid promptly (but in any event not later than five (5) business days) after
the completion of the Acquisitions with the proceeds of the Co-Investor
Convertible Bonds (as defined below) pursuant to Section 1.1(c) hereof;


 


(c)                                  the Co-Investor
has agreed to subscribe, promptly (but in any event not later than five (5)
business days) after the completion of the Acquisitions, for convertible bonds
(the “Co-Investor Convertible Bonds”) issued by the Company, in the
amount set forth opposite its name on Schedule II hereto;


 

















 


WHEREAS,
as partial consideration for Warburg Pincus’ investment in and capitalization
of TMG Holdings Cooperatief U.A. and as partial consideration for TMG Holdings
Cooperatief U.A.’s investment in and capitalization of the Company, Warburg
Pincus shall have the right to designate the Warburg Pincus Directors (as
defined herein) pursuant to Section 2.1;


 


WHEREAS,
the Equity Financing shall be completed on the date hereof; and


 


WHEREAS,
the parties hereto desire to promote their mutual interests by agreeing to
certain matters relating to the disposition and voting of Securities.


 


NOW,
THEREFORE, in consideration of the mutual covenants and obligations set forth
in this Agreement, and to implement the foregoing, the parties hereto agree as
follows:


 


1.                                       Transfers of Securities.


 


1.1.                              Principles.


 


(a)                                  Limitations on Transfers by the Co-Investor.  Notwithstanding
anything to the contrary contained herein, the Co-Investor shall not Transfer
any Security, nor any interest therein nor any rights relating thereto, unless
(i) the Co-Investor complies with the provisions of Section 1.2 (Right of First Refusal) and Section 1.3 (Tag-Along Right), (ii) the Co-Investor exercises its
Tag-Along Right in accordance with to the provisions of  Section 1.3 (Tag-Along
Right) hereof or (iii) the Co-Investor is forced to Transfer its
Securities following exercise of the Drag-Along Right in accordance with
Section 1.4 (Drag-Along Right) hereof, in each
case of (i), (ii) or (iii), provided that (A) the Co-Investor complies with
Section 6.3 (Agreement To Be Bound) of this
Agreement and (B) any such Transfer of Securities, or any interest therein or
any rights relating thereto, shall comply in all respects with any applicable
law, including, without limitation, any Dutch and United States securities
laws.


 


(b)                                 Limitations on Transfer by the Institutional Investors.  Notwithstanding
anything to the contrary contained herein, no Institutional Investor shall
Transfer any Security, nor any interest therein nor any rights relating
thereto, unless (i) such Transfer is authorized in writing by the Majority
Institutional Investors and such Institutional Investor complies with the
provisions of Section 1.2 (Right of First Refusal)
and Section 1.3 (Tag-Along Right), (ii) such Institutional
Investor exercises its Tag-Along Right in accordance with to the provisions
of  Section 1.3 (Tag-Along
Right) hereof or (iii) such Institutional Investor is forced to
Transfer its Securities following exercise of the Drag-Along Right in accordance
with Section 1.4 (Drag-Along Right) hereof, in each
case of (i), (ii) or (iii), provided that (A) such Institutional Investor
complies with Section 6.3 (Agreement To Be Bound)
of this Agreement and (B) any such Transfer of Securities, or any interest
therein or any rights relating thereto, shall comply in all respects with any
applicable law, including, without limitation, any Dutch and United States
securities laws.


 


(c)                                  Bridge Convertible Bonds.  Notwithstanding
anything to the contrary contained herein, the Parties hereby acknowledge and
agree that (i) the Co-Investor will subscribe for and purchase, promptly (but
in any event not later than five (5) business days) 


 


2

















 


after the
completion of the Acquisitions, the Co-Investor Convertible Bonds issued by the
Company, in the amount set forth opposite its name on Schedule II
hereto, pursuant to that certain Subscription Agreement, dated as of July 18,
2006, by and between the Company and the Co-Investor and (ii) the Bridge
Convertible Bonds shall be repaid to their holders by the Company, in
accordance with the terms and conditions of the Bridge Convertible Bonds,
promptly (but in any event not later than five (5) business days) following
completion of the Acquisitions, using the proceeds received by the Company upon
the issuance of the Co-Investor Convertible Bonds to the Co-Investor.  Neither the purchase of the Co-Investor
Convertible Bonds nor the repayment of the Bridge Convertible Bonds will require
any notification or consent from, or further action on the part of, the Parties
hereto and neither the purchase of the Co-Investor Convertible Bonds nor the
repayment of the Bridge Convertible Bonds shall be subject to any of the terms
or conditions of this Agreement (including, without limitation, Section 1.2 (Right of First Refusal), Section 1.3 (Tag-Along
Right) or Section 1.4 (Drag-Along Right))
except for this Section 1.1(c).


 


(d)                                 Consideration. In addition to the provisions of this Section 1 and notwithstanding
anything to the contrary in this Agreement, the following principles shall
always apply in the event of a Transfer of Securities:


 


(i)                                     The Transfer of the Securities pursuant to the exercise
of the Right of First Refusal, the Tag-Along Right or the Drag-Along Right
(each as defined hereinafter) shall be on the same terms and conditions as set
forth in the relevant third party offer, subject to the paragraphs (ii), (iii)
and (iv) of this Section 1.1(d).


 


(ii)                                  For the purpose of the determination of the
consideration payable to the Co-Investor pursuant to the exercise of the Right
of First Refusal, or to be received by the Co-Investor pursuant the exercise of
the Tag-Along Right or the Drag-Along Right, each Co-Investor Convertible Bond
shall be valued at the value of the shares of capital stock into which such
Co-Investor Convertible Bond is able to convert immediately prior to the
applicable Transfer.


 


(iii)                               In the event that the third party offer provides for
consideration which is payable (in whole or in part) other than in cash, any
Investor having exercised the Right of First Refusal (the “purchasing
Investor”) shall have the right to pay the cash equivalent of such non-cash
consideration. If the selling Investor and the purchasing Investor cannot agree
on the amount of such cash equivalent within ten (10) days of the expiry of the
fifteen (15) day period under Sections 1.2(c) or 1.3(b) below, as the case may
be, any of such parties may, upon three (3) days’ prior written notice to the
other party, initiate appraisal proceedings under this Section 1.1(d)(iii) for
determination of the cash equivalent, which appraisal proceedings replace the
appraisal proceedings set forth in the Company’s articles of association.  The Purchasing Investor may give written
notice to the selling Investor revoking an election to purchase the Securities
subject to the appraisal proceedings within ten (10) days after determination
of the appraised value of the non-cash consideration, if the purchasing
Investor chooses not to purchase such Securities after such determination.


 


(iv)                              If any Party shall initiate an appraisal proceeding
under Section 1.1(d)(iii) to determine the amount of the cash equivalent of any
non-cash consideration to be 


 


3

















 


paid by a
third party for Securities, then the selling Investor and the purchasing
Investor shall each promptly appoint as an appraiser a Person who shall be a
member of a nationally recognized investment banking firm.  Each appraiser shall, within thirty (30) days
of appointment, separately investigate the value of the non-cash consideration
for the Securities as of the proposed transfer date and shall submit a notice
of an appraisal of that value to each party. 
Each appraiser shall be instructed to determine such value without
regard to income tax consequences to the selling Investor as a result of
receiving cash rather than such non-cash consideration.  If the appraised values of such non-cash consideration
(the “Earlier Appraisals”) vary by less than ten percent (10%), the
average of the two appraisals on a per Security basis shall be controlling as
the amount of the cash equivalent.  If
the appraised values vary by more than ten percent (10%), the appraisers,
within ten (10) days of the submission of the last appraisal, shall appoint a
third appraiser who shall be member of a nationally recognized investment
banking firm.  The third appraiser shall,
within thirty (30) days of his appointment, appraise the value of the non-cash
consideration for the Securities (without regard to the income tax consequences
to the selling Investor as a result of receiving cash rather than such non-cash
consideration) as of the proposed transfer date and submit notice of his
appraisal to each party.  The value
determined by the third appraiser shall be controlling as the amount of the
cash equivalent of such non-cash consideration unless the value is greater than
the two Earlier Appraisals, in which case the higher of the two Earlier
Appraisals will control, or unless the value is lower than the two Earlier
Appraisals, in which case the lower of the two Earlier Appraisals will
control.  If any Party fails to appoint
an appraiser or if one of the two initial appraisers fails after appointment to
submit his appraisal within the required 30 day period, the appraisal submitted
by the other appraiser shall be controlling. 
The selling Investor and the purchasing Investor shall each bear the
cost of its respective appointed appraiser. 
The cost of the third appraisal shall be shared one-half by the selling
Investor and one-half by the purchasing Investor.


 


(e)                                  Permitted Transfers.  Notwithstanding
anything to the contrary in this Agreement, the restrictions on Transfers of
Securities set forth in Section 1.1(a) and Section 1.1(b) of this Agreement,
the Right of First Refusal and the Tag-Along Right shall not apply to Transfers
of Securities (i) to the Institutional Investors, (ii) in accordance with
Section 7.3 of this Agreement or (ii) to Permitted Transferees; provided,
however, that with respect to any Transfer of Securities, any Permitted
Transferees and the applicable transferor(s) shall comply with the provisions
of Section 6.3 of this Agreement, including, without limitation, the execution
of an Adherence Agreement (as defined herein).


 


1.2.                              Right of First Refusal.


 


(a)                                  No Investor shall Transfer any Securities to one or more
third parties (other than, with respect to the Institutional Investors, to an
Affiliate or to another Institutional Investor) unless the Institutional
Investors are first offered to opportunity to purchase such Securities under
the terms and conditions set forth below (the “Right of First Refusal”);
provided, however, that the Institutional Investors may not
exercise the Right of First Refusal without the prior written approval of the
Majority Institutional Investors.


 


(b)                                 If an Investor receives a detailed bona fide offer from
a third party to purchase part or all of such Investor’s Securities, and such
Investor wishes to accept such bona 


 


4

















 


fide offer,
such Investor shall provide each of the Institutional Investors with written
notice of the proposed Transfer (the “Notification”), which Notification
shall include:


 


(i)                                     a copy of the bona fide offer received from the third
party;


 


(ii)                                  the number of each type and class of Security to be
Transferred (the “Offered Securities”) and the percentage of the Company’s
share capital represented by such Offered Securities, as determined on a
fully-diluted basis;


 


(iii)                               the per share and aggregate consideration offered by the
third party to acquire the Offered Securities, the terms of payment thereof,
and, as the case may be, a description of the price adjustment mechanism;


 


(iv)                              the identity and address of the third party and, as the
case may be, the identity and address of the entity(ies) controlling such third
party; and


 


(v)                                 a description of the material terms of the transaction
upon which the Transfer of the Offered Securities would be completed, including,
without limitation, the representations and warranties made by the selling
Investor to the third party and applicable indemnification provisions.


 


The
Notification shall constitute an offer to Transfer the Offered Securities to
the Institutional Investors upon the same terms and conditions upon which the
selling Investor proposes to Transfer the Offered Securities to the third party
having made the bona fide offer.


 


(c)                                  The Institutional Investors shall have fifteen (15) days
from the receipt of the Notification to notify the selling Investor of their
desire to purchase the Offered Securities on the same terms and conditions
contained in the Notification, it being specified and agreed that (x) such
Right of First Refusal may only be exercised in respect of all of the Offered
Securities, and (y) the Institutional Investors shall be entitled to designate
one or more of the Institutional Investors or one or more of their Affiliates
for the purpose of purchasing the Offered Securities.  Unless otherwise agreed by the Institutional
Investors participating in the Right of First Refusal, each such participating
Institutional Investor shall purchase the number of Offered Securities equal to
(i) the total number of Offered Securities multiplied by (ii) a fraction, the
numerator of which is the number of Securities held by the applicable
participating Institutional Investor and the denominator of which is the
aggregate number of Securities held by all of the participating Institutional
Investors.


 


(d)                                 In the event the Institutional Investors (i) fail to
exercise their Right of First Refusal before the expiration of the fifteen (15)
day period set forth in Section 1.2(c) above or (ii) having notified the
selling Investor of their intention to exercise their Right of First Refusal,
fail to execute a binding agreement to purchase the Offered Securities on the
terms and conditions contained in the Notification within ten (10) days of the
expiration of the fifteen (15) day period described in Section 1.2(c)
above (unless such failure is caused by the selling Investor), the
Institutional Investors shall be deemed to have waived their Right of First
Refusal in respect of such Transfer of the Offered Securities, and the selling
Investor may Transfer all (but not less than all) of the Offered Securities to
the third party under the same terms and conditions described in the
Notification (including, without limitation, for a per share price 


 


5

















 


equal to or
greater than the per share price set forth in the Notification), subject to
compliance with the provisions of Section
1.3 (Tag-Along Rights) below.


 


(e)                                  If the Institutional Investors notify the selling
Investor of their intention to exercise the Right of First Refusal and purchase
the Offered Securities in accordance with this Section 1.2, the Institutional
Investors and the selling Investor shall enter into a binding agreement for the
Transfer of the Offered Securities within ten (10) days from the expiration of
the fifteen (15) day period set forth in Section 1.2(c).  The Transfer of the Offered Securities to the
Institutional Investors shall be completed on the date provided in the binding
agreement following satisfaction or waiver of the conditions required to
consummate the Transfer of the Offered Securities, including the expiration of
any waiting periods in relation to any required governmental approvals.


 


(f)                                    The provisions of this Section 1.2 shall not apply to
any Transfer of Securities by the selling Investor upon exericse of its rights
pursuant to Section 1.3 (Tag Along Right)
or pursuant to Section 1.4 (Drag-Along Right)
hereof.


 


1.3.                              Tag-Along Right.


 


(a)                                  No Investor (the “Selling Investor”) shall be
permitted to Transfer any Securities to one or more third parties (other than,
with respect to the Institutional Investors, to an Affiliate or to another
Institutional Investor, or with respect to any Investor, to the Institutional
Investors pursuant to Section 1.2 (Right of First Refusal))
(the “Transferee”) unless each other Investor is offered a right to
participate in such Transfer for the same per share consideration as the per
share consideration to be received by the Selling Investor and on other terms
and conditions not less favorable to such other Investors than those applicable
to the Selling Investor (the “Tag-Along Right”).  Any Investor who, in accordance with the
terms of Section 1.3(b) below, notifies the Selling Investor that it desires to
participate in any Transfer of Securities (a “Tag-Along Investor”) shall
have the right to include in such Transfer an amount of Securities held by such
Tag-Along Investor equal to the aggregate amount of Securities the Transferee
proposes to purchase multiplied by the fraction obtained by dividing the number
of Securities owned by such Tag-Along Investor (calculated on a fully-diluted
basis as if all of its Securities, if not shares of capital stock, were
exercised or converted into shares of capital stock) by the aggregate number of
Securities owned by the Selling Investor and each of the Tag-Along Investors
exercising their right to participate in such Transfer pursuant hereto
(calculated on a fully-diluted basis as if all of the Securities held by the
Selling Investor and each of the Tag-Along Investors, if not shares of capital
stock, were exercised or converted into shares of capital stock).


 


(b)                                 In the event a Selling Investor is proposing to Transfer
any Securities and, pursuant to this Section 1.3, the other Investors are
entitled to exercise their Tag-Along Right, such Selling Investor shall notify
each Investor entitled to exercise its Tag-Along Right in writing of such
proposed Transfer, and of (i) the name and address of the Transferee, and as
the case may be, the identity and address of the entity(ies) controlling the
Transferee; and (ii) the proposed per share and aggregate consideration with
respect to the Securities, the terms of payment thereof, and, as the case may
be, a description of the price adjustment mechanism, and (iii) other material
terms and conditions of the offer of the Transferee including, without 


 


6

















 


limitation,
the representations and warranties to be made by the Selling Investor and the
Tag-Along Investors to the Transferee and applicable indemnification provisions
(the “Tag-Along Notice”).  Within
fifteen (15) days of the date of receipt of the Tag-Along Notice, each Investor
entitled to exercise its Tag-Along Right shall notify such Selling Investor if
it elects to participate in such Transfer.  Any Investor that fails to notify the Selling
Investor within such fifteen (15) day period shall be deemed to have waived its
Tag-Along Right hereunder with respect to such Transfer.


 


(c)                                  Each Investor having notified the Selling Investor of
its intention to participate in the Transfer within the fifteen (15) day period
set forth above in Section 1.3(b) shall thereafter be a Tag-Along Investor and
shall be obligated (i) to become a party to the binding agreement entered into
with the Transferee with respect to such Transfer, (ii) to give, on a several
but not joint basis, any representations, warranties and indemnities being made
by the Selling Investor and each of the Tag-Along Investors to the Transferee
and (iii) to bear its proportionate share of the related transaction expenses,
including without limitation, any legal, accounting and investment banking fees
and expenses associated with such transaction. 
Prior to the signing of the binding agreement with the Transferee
pertaining to the Transfer of the Securities, the Selling Investor shall
provide the Institutional Investors with a copy of the binding agreement in
final form.  If either the Selling
Investor or the Transferee fails to execute the binding agreement with respect
to the Transfer within ten (10) days of the expiration of the fifteen (15) day
period described in Section 1.3(b) above, the Selling Investor shall be bound
to comply again with the provisions of both Section 1.2 of this Agreement and
this Section 1.3 with respect to any Transfer of the Securities.  The Transfer of Securities by the Selling
Investor and each of the Tag-Along Investors to the Transferee shall be
completed on the date provided by, and, more generally, under the terms and
conditions of, the binding agreement entered into with the Transferee by the
Selling Investor and the Tag-Along Investors.


 


(d)                                 Any proposed Transfer of Securities by an Investor to a
third party shall be subject first to the Section 1.2 (Right of
First Refusal) hereof and then to the Tag-Along Right pursuant to
this Section 1.3.


 


1.4.                              Drag-Along Right.


 


(a)                                  If the Majority Institutional Investors are proposing to
sell to one or more third parties (other than to an Affiliate or to another
Institutional Investor) (the “Third Party Purchaser”) an amount of
Securities in excess of fifty percent (50%) of the aggregate number of
Securities then owned by all Institutional Investors, and receive from the
Third Party Purchaser a bona fide offer pertaining to the Transfer of such
Securities, the Majority Institutional Investors shall have the right, but not
the obligation, to require each other Investor to Transfer, in accordance with
this Section 1.4, all or a portion of such other Investor’s Securities to the
Third Party Purchaser (the “Drag-Along Right”).  In the event the Majority Institutional
Investors exercise the Drag-Along Right and require the other Investors to
Transfer all or a portion of their Securities pursuant to this Section 1.4,
each such other Investor shall be required to include in such Transfer an
amount of Securities equal to the aggregate number of Securities owned by such
other Investor as of the date of the proposed Transfer multiplied by a
fraction, the numerator of which shall be the aggregate number of Securities
that the Majority Institutional Investors are proposing to Transfer to the
Third Party Purchaser, and the 


 


7

















 


denominator
of which is the aggregate number of Securities owned by the Majority
Institutional Investors, in each case, as of the date of the proposed Transfer.
Any Investor required to Transfer any Securities pursuant to this Section 1.4,
shall be entitled to receive in exchange therefor the same per share
consideration as the per share consideration to be received by the Majority
Institutional Investors in connection with such Transfer and such Investors
shall participate in such Transfer on the same terms and conditions applicable
to the Majority Institutional Investors.


 


(b)                                 To exercise the Drag-Along Right, the Majority Institutional
Investors shall give each other Investor a written notice, not less than
fifteen (15) days prior to the proposed Transfer, containing (i) the name and
address of the Third Party Purchaser, and, as the case may be, the name and
address of the entity(ies) controlling the Third Party Purchaser and (ii) the
proposed per share consideration with respect to the Securities, terms of
payment thereof, and, as the case may be, a description of the price adjustment
mechanism, and (iii) other material terms and conditions of the offer from the
Third Party Purchaser, including, without limitation, the representations and
warranties to be made by the Investors to the Third Party Purchaser and
applicable indemnification provisions.


 


(c)                                  Each Investor that is subject to the Drag-Along Right
shall thereafter be obligated (i) to become a party to the binding agreement
entered into with the Third Party Purchaser, (ii) to give, on a several but not
joint basis, any representations, warranties and indemnities being made by the
Majority Institutional Investors and the other Investors to the Third Party
Purchaser and (iii) to bear their proportionate share of the related
transaction expenses, including without limitation, any legal, accounting and
investment banking fees and expenses associated with such transaction.  The Transfer of Securities by each of the
Majority Institutional Investors and the other Investors to the Third Party
Purchaser shall be completed on the date provided by, and, more generally,
under the terms and conditions of, the binding agreement entered into with the
Transfer by the Majority Institutional Investors and the other Investors.


 


1.5.                              Further Assurances.  The Parties shall
take any and all actions within their respective powers, including, without
limitation, the voting of all Securities held by them, to ensure that (a) this
Agreement shall be performed and complied with in full and (b) any approval
required by the Company’s articles of association for any Transfer of
Securities (such Transfer as expressly permitted or required by this Agreement)
shall be granted.


 


2.                                       Supervisory Board


 


2.1.                              Election of Directors.  As soon as
practicable after the completion of the Acquisitions, the Supervisory Board,
which supervises the activities and policites of the managing board of the
Company, (the “Board”) shall initially consist of six (6) members, who
shall initially be Douglas W. Kohrs, the Founder, Elizabeth H. Weatherman, Sean
D. Carney, Simon Turton and Richard B. Emmitt). 
From and after the date hereof, the Parties shall take all action within
their respective power, including but not limited to, the voting of all shares
of capital stock of the Company owned by them, required to cause the Board to
consist of up to six (6) members or such other lesser number as the Board may
from time to time establish; provided, however, that at all times
throughout the term of this Agreement, the Board shall include (i) four


 


8














 


(4) representatives
designated by Warburg Pincus (each, a “Warburg Pincus Director”) and (ii) Douglas
W. Kohrs, who shall be entitled to be a member of the Board until termination
of his employment in accordance with the terms of the employment agreement,
dated as of July 18, 2006, by and between him and Tornier, Inc., a
Delaware corporation.


 


2.2.                              Replacement Directors.  In the event that
any Warburg Pincus Director is unable to serve, or once having commenced to
serve, is removed or withdraws from the Board (a “Withdrawing Director”),
such Withdrawing Director’s replacement (the “Substitute Director”) will
be designated by Warburg Pincus.  The
Investors agree to take all action within their respective power, including but
not limited to, the voting of capital stock of the Company owned by them (i) to
cause the election of such Substitute Director promptly following his or her
nomination pursuant to this Section 2.2 or (ii) upon the written
request of Warburg Pincus, to remove the Warburg Pincus Director.


 


3.                                       Covenants, Representations and Warranties.


 


3.1.                              The Co-Investor hereby represents and warrants to each
other Investor that, except as set forth in this Agreement, it has not entered
into or agreed to be bound by any other arrangements or agreements of any kind
with any other party with respect to any Securities, including, but not limited
to, arrangements or agreements with respect to the acquisition, disposition or
voting of any Securities or any interest therein.


 


3.2.                              The Founder hereby represents and warrants that (i) the
only securities issued by the Co-Investor are ordinary shares which are held by
several shareholders, (ii) he has been granted by such shareholders a call
option pursuant to which he has the right to purchase from such shareholders all
the shares the latter hold in the Co-Investor, at any time after the three year
anniversary hereof and (iii) he will entirely exercise such call option
and, as a consequence, become the sole shareholder of the Co-Investor, as soon
as the call option will be exercisable. In the event that the Founder does not
become the sole shareholder of the Co-Investor at the end of the above
mentioned three-year period or, in the event that the Founder ceases to be the
sole shareholder of the Co-Investor at any time thereafter, the Institutional
Investors shall have the right, upon fifteen (15) days’ prior notice, to
purchase from the Co-Investor all the Securities then owned by the Co-Investor,
at a price equal to the lesser of: (a) the subscription price paid by the
Co-Investor for such Securities and (b) the purchase price as determined
in good faith by an appraiser chosen by Warburg Pincus, that shall be a member
of a nationally recognized investment banking firm.


 


4.                                       Amendment, Modification, Supplement and Waiver.  This Agreement may be amended,
modified or supplemented, and the enforcement of any provision hereof may be
waived, with, and only with, the prior written consent of the Founder and the
Majority Institutional Investors; provided, however, that (i) any
amendment to this Agreement by way of execution of an Adherence Agreement (as
defined herein) shall not require such consent provided that the underlying
transfer complies with the terms and conditions of this Agreement (including,
without limitation, the terms and conditions of Section 1) and the
transferee and transferor comply with Section 6.3 (Agreement To
Be Bound) and (ii) any amendment to Section 2 of this
Agreement shall also require the prior written consent of Warburg Pincus.
Subject to the terms of the provisions contained in the immediately preceding
sentence hereof, if the Founder, the Majority 


 


9

















 


Institutional Investors and, if need be, Warburg
Pincus shall have so agreed, any such amendment, modification, supplement or
waiver shall be effective with respect to all of the Investors hereunder,
whether or not such Investor has agreed to such amendment, modification,
supplement or waiver, and the Majority Institutional Investors shall promptly
notify all other Investors.


 


5.                                       Termination of Rights and Obligations Under Certain Sections.  All rights and obligations
pursuant to Section 1 of this Agreement shall terminate upon the closing
of any initial public offering of the Company’s capital stock approved by the
Board of Directors (including a majority of the Warburg Pincus Directors).  Without limiting the foregoing, this
Agreement or any portion thereof shall terminate upon the written consent of
all Parties.


 


6.                                       Parties.


 


6.1.                              Assignment Generally.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their
respective successors and assigns; provided, that no Investor shall be
permitted to assign any of its obligations pursuant to this Agreement without
the prior written consent of the other Investors, unless such assignment is in
connection with a Transfer explicitly permitted by this Agreement and, prior to
such assignment, such assignee and the assignor comply with the requirements of
this Agreement including, without limitation, Section 6.3 (Agreement To Be Bound). Notwithstanding the foregoing, any
Institutional Investor shall be permitted to assign, without the consent of the
other Parties hereto, all or a portion of its rights and obligations pursuant
to this Agreement, together with all or a portion of its Securities, to any of
its Affiliates and to any other Institutional Investor or any Affiliate
thereof, subject to compliance with the provisions of Section 6.3 (Agreement To Be Bound) below.


 


6.2.                              Termination.  Any Party to, or Person who is subject to,
this Agreement that ceases to own any Securities shall cease to be a Party to,
or Person who is subject to, this Agreement and thereafter shall have no rights
or obligations hereunder; provided, however, that a Transfer of
Securities in violation of this Agreement shall not relieve the violating
Investor of any of its obligations hereunder.


 


6.3.                              Agreement To Be Bound.  Notwithstanding
anything to the contrary contained in this Agreement, as a condition precedent
to the effectiveness of any Transfer of Securities by any Investor, the
transferee thereof shall execute and deliver to each of the parties hereto an
adherence agreement, in substantially the form set out in Exhibit A
hereto, pursuant to which it agrees to be bound by the terms and conditions of
this Agreement to the same extent as the transferor of such Securities and
shall thereafter be deemed to be a Party to this Agreement (each an “Adherence
Agreement”).


 


7.                                       Recapitalizations, Exchanges, Restructurings, etc. Affecting the
Securities.


 


7.1.                              Except as otherwise provided herein, the provisions of
this Agreement shall apply to the fullest extent set forth herein with respect
to any and all Securities or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in exchange for, or in substitution for the Securities, by reason
of 


 


10

















 


any stock
dividend, split, reverse split, combination, recapitalization,
reclassification, merger, consolidation or otherwise.  Except as otherwise expressly provided
herein, this Agreement is not intended to confer, and does not confer, upon any
Person, except for the Parties hereto, any rights or remedies hereunder.


 


7.2.                               The Parties hereto agree and acknowledge that (i) the
Board may approve and cause the Company to effect a restructuring of the legal
status and capital structure of the Company in the future in order to
facilitate a public offering of securities by a corporate entity that,
immediately after such restructuring, shall own, directly or indirectly, 100%
of the property and business of the Company (the “IPO Entity”), (ii) such
restructuring will result in the direct or indirect conversion of the
Securities into capital stock of the IPO Entity, (iii) the decision to
restructure the corporate form and the form of such restructuring shall be at
the sole discretion of the Board, with the Investors having no vote or veto
power with respect to any such restructuring and (iv) each of the
Investors will take any and all action within their respective power, including
but not limited to, the voting of capital stock of the Company owned by them to
effect such restructuring approved by the Board.


 


7.3.                              Subject to the foregoing, the Board may, without the
consent of the Investors, in order to facilitate a public offering of
securities of the IPO Entity, cause the Company to incorporate its business or
any portion thereof, or require the holders of Securities to transfer such
Securities or shares to a newly-formed corporation as successor to the Company
in exchange for common stock of said corporation, including, without
limitation, in a transaction resulting in a dissolution of the Company,
and, in connection therewith, each Investor hereby expressly agrees to any such
dissolution of the Company and the transfer of its Securities in accordance
with the terms of the exchange as approved by the Board.


 


7.4.                              The Investors hereby acknowledge and agree that it is
the intention of the Investors that each Investor shall receive common stock in
the IPO Entity of equivalent economic value to the Securities exchanged
therefor immediately prior to any restructuring under this Section 7, and
that such exchange shall be contingent upon consummation of a public offering
of securities by the IPO Entity.


 


8.                                       Further Assurances.  Each Party hereto shall do and perform or
cause to be done and performed all such further acts and things (including,
without limitation, voting Securities held by them in accordance with this
Agreement) and shall execute and deliver all such other agreements,
certificates, instruments and documents as any other Party hereto may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


9.                                       Governing Law and Jurisdiction.  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.  All disputes arising out of or in connection
with this Agreement shall be submitted to the courts of the statutory seat of
the Company.


 


10.                                 Invalidity of Provision.  The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity
or enforceability of the remainder of 


 


11

















 


this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction.


 


11.                                 Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid,
(c) sent by next-day or overnight mail or delivery or (d) sent by
telecopy (including facsimile), as follows:


 


(i)                                     If to the Co-Investor, to it at:


 


Hamilton Advokatbyra


Kungsgatan 2 A


Box 606


SE-651 13 Karlstad


Attention:
 Carl-Henry Salomonsson and Knut Solvang


 


with
a copy to:


 


Maître
Eliseo Garlatti


Cabinet
Delagarde


5,
rue Jules Lefebvre


75009
Paris


France


Fax:
(33) 01 48 74 47 62


 


(ii)                                  If to any Institutional Investor, to such Institutional Investor at the
address or facsimile number listed on Schedule I hereto;


 


(iii)                               If to Warburg Pincus, to it at:


 


c/o
Warburg Pincus LLC


466
Lexington Avenue


New
York, NY 10017 USA


Facsimile
No.: (1) 212 716 5040


Attention:
Sean Carney


 


with
a copy to:


 


Willkie
Farr & Gallagher LLP


787
Seventh Avenue


New
York, NY 10019


Facsimile
No.: + (1) (212) 728-9222


Attention:
Steven J. Gartner, Esq.


 


(iv)                              If to the Founder, to him at:


 


12

















 


229, chemin de Buttit


38330 Saint Ismier


FRANCE


 


with
a copy to:


 


Maître
Eliseo Garlatti


Cabinet DELAGARDE


5, rue Jules Lefebvre


75009 PARIS


FRANCE


Fax:
(33) 01 48 74 47 62


 


or,
in each case, to such other Person or address as any Party shall specify by
notice in writing to the other Investors. 
Any notice so addressed shall be deemed to be given:  if delivered personally or by telecopy
(including facsimile), on the date of such delivery, if a business day,
otherwise on the first business day thereafter; if mailed by certified or
registered mail with postage prepaid, on the third business day after the date
of such mailing; and if sent by next-day or overnight mail or delivery, on the
first business day following the date of such mailing or delivery.


 


12.                                 Headings.  The headings and captions contained herein
are for convenience only and shall not control or affect the meaning or
construction of any provision hereof.


 


13.                                 Entire Agreement.  This Agreement embodies the entire agreement
and understanding of the Parties hereto in respect of the subject matter
contained herein.  There are no
restrictions, promises, representations, warranties, covenants or undertakings
relating to the Securities, other than those expressly set forth or referred to
herein or pursuant to applicable law. 
This Agreement supersedes all prior agreements and understandings among
the parties with respect to such subject matter, and it is the understanding of
all parties hereto that any such prior agreement is hereby terminated, null and
void as of the date hereof.  The terms
and conditions of this Agreement shall be in addition to, and not in lieu of,
any provisions set forth in the Company’s Articles of Association (as the same
may be amended from time to time). 
Notwithstanding the foregoing and anything to the contrary in this
Agreement or such Articles of Association, to the extent that any of the terms
and conditions of this Agreement conflict with any of the provisions of such
Articles of Association, the terms and conditions of this Agreement shall
control and govern the applicable subject matter.


 


14.                                 Defined Terms.  As used in this Agreement, the following
terms shall have the meanings ascribed to them below:


 


14.1.                        Affiliate.  “Affiliate” shall mean, with respect to any
Person, a Person directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with, such Person.


 


14.2.                        days.  “days” shall mean a day, other than a Saturday or a Sunday, on which
commercial banks are not required or authorized to close in the Netherlands.


 


13

















 


14.3.                        Investors.  “Investors” shall mean the Institutional
Investors, the Co-Investors and their respective transferees and assigns that
become parties to this Agreement pursuant to Section 6.3 hereof.


 


14.4.                        Majority Institutional Investors. “Majority
Institutional Investors” as of any date of determination shall mean those
Institutional Investors who own a majority of the aggregate Securities then
held by the Institutional Investors.


 


14.5.                        Permitted Transferees.  “Permitted Transferees” shall mean (i) in the case of any Investor other
than an individual, any Affiliate of such Investor and (ii) in the case of
any Investors that are individuals, members of such individual’s immediate
family, heirs, descendants and their respective spouses, executors or legal
representatives or trusts created or existing for the benefit of such
individual’s family, hiers or descendants.


 


14.6.                        Person.  “Person” shall mean an individual,
partnership, corporation, limited liability company, limited liability
partnership, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority or other entity of whatever nature.


 


14.7.                        Securities.  “Securities” shall mean any securities of any
kind of the Company, including, but not limited to, any shares of capital stock
and convertible bonds (including, without limitation, the Co-Investor
Convertible Bonds and the Bridge Convertible Bonds).


 


14.8.                        Transfer.  “Transfer” (or any variation thereof used
herein) shall mean any direct or indirect sale, assignment, mortgage, transfer,
pledge, hypothecation or other disposal.


 


[signature
pages follow]


 


14

















 


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


 


	
   

  	
  TMG HOLDINGS COOPERATIEF U.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Carney

  
	
   

  	
   

  	
  Name: Sean Carney

  
	
   

  	
   

  	
  Title: Director

  



 


[Securityholders’
Agreement Signature Page]


 

















 


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


 


	
   

  	
  VERTICAL FUND I, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Vertical Group, L.P., General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E. Runnells

  
	
   

  	
   

  	
  Name: John E. Runnells

  
	
   

  	
   

  	
  Title: General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VERTICAL FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Vertical Group, L.P., General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E. Runnells

  
	
   

  	
   

  	
  Name: John E. Runnells

  
	
   

  	
   

  	
  Title: General Partner

  



 


[Securityholders’
Agreement Signature Page]


 

















 


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


 


	
   

  	
  Douglas W. KOHRS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Douglas W. Kohrs

  



 


[Securityholders’
Agreement Signature Page]


 

















 


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


 


	
   

  	
  TMG PARTNERS U.S. LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Carney

  
	
   

  	
   

  	
  Name: Sean Carney

  
	
   

  	
   

  	
  Title: Manager

  



 


[Securityholders’
Agreement Signature Page]


 














 


IN
WITNESS WHEREOF, the undersigned has executed this Securityholders’ Agreement
as of the date first set forth above.


 


	
   

  	
  KCH STOCKHOLM AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Hans Peter Jörin

  
	
   

  	
  Name:
  Hans Peter JÖRIN

  
	
   

  	
  Title:
  Authorized Representative

  



 


[Securityholders’ Agreement Signature Page]


 

















 


IN
WITNESS WHEREOF, the undersigned has executed this Securityholders’ Agreement
as of the date first set forth above.


 


	
   

  	
  Alain TORNIER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Alain Tornier

  



 


[Securityholders’ Agreement Signature Page]


 

















 


IN
WITNESS WHEREOF, the undersigned has executed this Securityholders’ Agreement
as of the date first set forth above.


 


	
   

  	
  WARBURG PINCUS (BERMUDA) PRIVATE EQUITY IX, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Warburg Pincus (Bermuda)
  Private Equity Ltd, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Timothy J. Curt

  
	
   

  	
  Name:
  Timothy J. Curt

  
	
   

  	
  Title:
  Partner

  



 

















 


IN
WITNESS WHEREOF, the undersigned has executed this Securityholders’ Agreement
as of the date first set forth above.


 


	
   

  	
  TMG B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Sean Carney

  
	
   

  	
  Name:
  Sean Carney

  
	
   

  	
  Title:
  Authorized Representative

  



 

















 


Exhibit A


 


Adherence Letter


 


[Date]


 


[Party]


[Address]


 


Dear
Sirs:


 


Reference is hereby made to the Securityholders’ Agreement, dated July 18,
2006, (the “Agreement”) by and among TMG Holdings Cooperatief U.A.,
Vertical Fund I, L.P., Vertical Fund II, L.P., Douglas W. Kohrs, KCH Stockholm
AB, Alain Tornier, Warburg Pincus (Bermuda) Private Equity IX, L.P., TMG
Partners U.S. LLC and TMG B.V. 
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned thereto in the Agreement.


 


[Name of the Transferor] proposes to
transfer [·] [type of Securities] in the Company (the “Securities”) to the
undersigned and, in accordance with the Agreement, this adherence letter is
required to be executed by the undersigned in connection with the transfer of
Securities.


 


Subject to the transfer of Securities being executed and delivered by [Name of the Transferor] in favor of the undersigned, the
undersigned undertakes to observe and to be bound by all the terms and
conditions of the Agreement (save to the extent that any such terms and
conditions have been fully performed prior to the date hereof or are incapable
of applying to the undersigned) to the intent and effect that the undersigned
shall (with effect from the date on which the transfer of Securities is
completed for the benefit of the undersigned ) be deemed to be a party to the
Agreement, with the benefit of, but subject to, all the terms and conditions
thereof (save as aforesaid). Subject to the terms of the Agreement, the
undersigned will adhere to the Agreement in the same capacity as the
transferor.


 


The undersigned’s address for the purpose of delivery of notices under
the Agreement and for service of process shall be: [·].


 


This Adherence Letter shall constitute an amendment to the Agreement
pursuant to Section 6.3 hereof.


 


This Adherence Letter shall be governed by and construed in accordance
with the laws of the Netherlands, without giving effect to the choice of law
principles thereof.


 

















 


	
  Yours
  faithfully,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [·]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


Schedule I


 


Institutional Investors


 


TMG
Holdings Cooperatief U.A.


Fred. Roeskestraat 123,


1076 EE Amsterdam, The Netherlands


Facsimile No.: 
+31 (0) 20-5771188


Attention: 
Guido Nieuwenhuizen


 


with
a copy to:


 


c/o
Warburg Pincus LLC

466 Lexington Avenue

New York, NY 10017 USA

Facsimile No.: (1) 212 716 5040


Attention:
Sean Carney


 


Willkie
Farr & Gallagher LLP


787
Seventh Avenue


New
York, NY 10019


Facsimile
No.: + (1) (212) 728-9222


Attention:
Steven J. Gartner, Esq.


 




 





TMG
Partners U.S. LLC


c/o
Warburg Pincus LLC

466 Lexington Avenue

New York, NY 10017 USA

Facsimile No.: (1) 212 716 5040


Attention:
Sean Carney


 


with
a copy to:


 


Willkie
Farr & Gallagher LLP


787
Seventh Avenue


New
York, NY 10019


Facsimile
No.: + (1) (212) 728-9222


Attention:
Steven J. Gartner, Esq.


 




 





Douglas
W. Kohrs


7444
Shannon Drive


Edina,
MN 55439


 

















 


Vertical
Fund I, L.P.


c/o
The Vertical Group, L.P.

25 DeForest Avenue

Summit, New Jersey  07901

Attention:  John E. Runnells, III

Facsimile:  (908) 273-9434


 


with
a copy to:


 


Wilentz,
Goldman & Spitzer P.A.

90 Woodbridge Center Drive

Suite 900, Box 10

Woodbridge, New Jersey  07095-0958

Attention:  C. Kenneth Shank, Esq.

Facsimile:  (732) 855-6117


 




 





Vertical
Fund II, L.P.


c/o
The Vertical Group, L.P.

25 DeForest Avenue

Summit, New Jersey  07901

Attention:  John E. Runnells, III

Facsimile:  (908) 273-9434


 


with
a copy to:


 


Wilentz,
Goldman & Spitzer P.A.

90 Woodbridge Center Drive

Suite 900, Box 10

Woodbridge, New Jersey  07095-0958

Attention:  C. Kenneth Shank, Esq.

Facsimile:  (732) 855-6117


 

















 


Schedule II


 


Equity Financing


 


	
   

  	
   

  	
  Shares
  of capital stock

  	
   

  	
  Share

  Premium

  	
   

  	
  Bridge
  Convertible Bonds

  	
   

  	
  Co-Investor
  Convertible

  Bonds

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
  Number

  	
   

  	
  Amount
  (in €)

  	
   

  	
  Amount
  (in €)

  	
   

  	
  Number

  	
   

  	
  Amount
  (in €)

  	
   

  	
  Number

  	
   

  	
  Amount
  (in €)

  	
   

  	
  Amount
  (in €)

  	
   

  
	
  TMG
  Holdings Cooperatief U.A.

  	
   

  	
  29,623,074

  	
   

  	
  296,230.74

  	
   

  	
  105,244,857.26

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  105,541,088.00

  	
   

  
	
  TMG
  Partners U.S. LLC

  	
   

  	
  1,603,079

  	
   

  	
  16,030.79

  	
   

  	
  5,695,419.21

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,711,450.00

  	
   

  
	
  Vertical
  Fund I, L.P.

  	
   

  	
  2,565,573

  	
   

  	
  25,655.73

  	
   

  	
  9,114,969.27

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  9,140,625.00

  	
   

  
	
  Vertical
  Fund II, L.P.

  	
   

  	
  723,623

  	
   

  	
  7,236.23

  	
   

  	
  2,570,888.77

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,578,125.00

  	
   

  
	
  Douglas
  W. Kohrs

  	
   

  	
  659,997

  	
   

  	
  6,599.97

  	
   

  	
  2,344,838.03

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,351,438.00

  	
   

  
	
  Warburg Pincus

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  592

  	
   

  	
  29,600,000.00

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  29,600,000.00

  	
   

  
	
  KCH Stockholm
  AB

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  592

  	
   

  	
  29,600,000.00

  	
   

  	
  29,600,000.00

  	
  *

  
	
  TOTAL

  	
   

  	
  35,175,346

  	
   

  	
  351,753.46

  	
   

  	
  154,570,972.54

  	
   

  	
  592

  	
   

  	
  29,600,000.00

  	
   

  	
  592

  	
   

  	
  29,600,000.00

  	
   

  	
  154,922,726.00

  	
   

  



 


NOTE:
Each Bridge Convertible Bond gives right to 14,906.24 shares of capital stock
of the Company and each Co-Investor Convertible Bond give right to 14,906.24
shares of capital stock of the Company (subject to their respective terms and
conditions).