Exhibit 10.32


 


JOINDER AGREEMENT


 


This
JOINDER AGREEMENT (this “Agreement”), dated as of this 11th day of May,
2009, is entered into by and among Tornier B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) organized
under the laws of the Netherlands, with corporate seat in Amsterdam (the “Company”)
and Split Rock Partners, L.P. (the “Stockholder”).


 


WHEREAS,
the Stockholder received shares of common stock of the Company (the “Stock”)
pursuant to that certain Deed of Transfer, dated as of May 
    , 2009 by and between the Stockholder and the Company
(the “Deed of Transfer”); and


 


WHEREAS,
as a condition to the execution of the Deed of Transfer and the consummation of
the transactions contemplated thereby, including the transfer 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 (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 an “Institutional 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 Liu

  
	
   

  	
  Name:
  Eric Liu

  
	
   

  	
  Title:
    Managing Director A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  G.F.X.M Nieuwenhuizen

  
	
   

  	
  Name:
  G.F.X.M Nieuwenhuizen

  
	
   

  	
  Title:
    Managing Director A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPLIT
  ROCK PARTNERS, LP

  
	
   

  	
   

  
	
   

  	
  By:
  Split Rock Partners Management, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David W. Stassen

  
	
   

  	
  Name:
  David W. Stassen

  
	
   

  	
  Title:
    Managing Director

  



 

















 


Schedule A


 


Stockholder Addresses


 


Split Rock Partners, LP

10400 Viking Drive

Suite 550

Minneapolis, MN 55344