Exhibit 10.31


 


JOINDER AGREEMENT


 


This
JOINDER AGREEMENT (this “Agreement”), dated as of this 27th day of October, 2008, is entered into by and
among Tornier B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organized under the laws of the
Netherlands, with corporate seat in Amsterdam (the “Company”) and TMG
Partners III LLC, a Delaware limited liability company (the “Stockholder”).


 


WHEREAS,
the Stockholder received shares of common stock of the Company (the “Stock”)
pursuant to that certain Deed of Issue, dated as of October 27, 2008 by
and between the Stockholder and the Company (the “Deed of Issue”); and


 


WHEREAS,
as a condition to the execution of the Deed of Issue and the consummation of
the transactions contemplated thereby, including the issuance of the Stock, the
Stockholder agreed 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. 
The 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 (as
amended, the “Securityholders Agreement”) to the intent and effect that
the Stockholder shall (with effect from the date on which the Stock was issued
to the Stockholder) be deemed to be a party to the Securityholders Agreement,
with the benefit of, but subject to, all the terms and conditions thereof.  The 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 the 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”.  The 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, the 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.


 


[Remainder of Page Intentionally Left Blank]


 

















 


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


 


	
   

  	
  TORNIER B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric C. Liu

  
	
   

  	
  Name:
  Eric C. Liu

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TMG
  PARTNERS III LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas W. Kohrs

  
	
   

  	
  Name:
  Douglas W. Kohrs

  
	
   

  	
  Title:
    Managing Member

  



 

















 


Schedule A


 


Stockholder Addresses


 


TMG Partners III LLC 

3601 W. 76th St., Suite 200 

Edina, MN 55435 

c/o Douglas W. Kohrs