Exhibit 10.37


 


AMENDMENT NO. 1


TO SECURITYHOLDERS’ AGREEMENT


 


THIS
AMENDMENT NO. 1 TO THE SECURITYHOLDERS’ AGREEMENT (this “Amendment”),
dated as of August 27, 2010, amends the Securityholders’ Agreement (the “Original
Agreement”), dated as of July 18, 2006, by and among the institutional
investors set forth on Schedule I thereto, KCH Stockholm AB, Mr. Alain
Tornier (the “Founder”), TMG Holdings Coöperatief U.A. (“TMG”),
TMG B.V. (the predecessor entity to Tornier B.V., the “Company”) and the
other Persons that have executed joinder agreements to become party thereto.


 


WHEREAS,
pursuant to Article 4 of the Original Agreement, the parties to this
Amendment, which are the Company, the Founder, TMG, which is deemed to
represent the Majority Institutional Investors as of the date hereof, desire to
amend the Original Agreement as set forth in this Amendment;


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


1.             Definitions.   Capitalized terms
used in this Amendment, to the extent not otherwise defined herein, shall have
the same meaning as in the Original Agreement.


 


2.             References.  Each reference to “hereof,” “hereunder,” “herein”
and each other similar reference and each reference to “this Agreement” and
each other similar reference contained in the Original Agreement shall, from
and after the date hereof, refer to the Original Agreement as amended by this
Amendment.


 


3.             Amendments to the Original
Agreement.


 


(a)           Article 2 of the Original
Agreement is hereby amended and restated in its entirety to read as follows:


 


“2.  Board of Directors


 


2.1          Election of Directors.


 


As
soon as practicable after the completion of the closing of the underwritten
initial public offering of the Company’s capital stock generating proceeds to
the Company not less than $25 million (the “Initial Public Offering”),
the Board of Directors of the Company (the “Board”) shall initially
consist of eight (8) members, who shall initially be Douglas W. Kohrs, the
Founder, Elizabeth H. Weatherman, Sean D. Carney, Simon Turton, Richard B.
Emmitt, Kevin C. O’Boyle and Richard F. Wallman.  From and after the closing of the Initial
Public Offering:


 


(a)           for as long as TMG beneficially owns
at least twenty-five percent (25%) of the outstanding capital stock of the
Company, the Company shall nominate and use its reasonable best efforts to
cause three (3) individuals designated by TMG to be elected to the Board;


 


(b)           for as long as TMG beneficially owns
at least ten percent (10%), but less than twenty-five (25%), of the outstanding
capital stock of the Company, the Company shall 


 

















 


nominate and use its reasonable best efforts
to cause two (2) individuals designated by TMG to be elected to the Board;


 


(c)           for as long as TMG beneficially owns
at least five percent (5%), but less than ten (10%) of the outstanding capital
stock of the Company, the Company shall nominate and use its reasonable best
efforts to cause one (1) individual designated by TMG to be elected to the
Board (the directors designated for nomination by TMG are hereinafter referred
to as the “TMG Directors”); and


 


(d)           until termination of his employment
in accordance with the terms of the employment agreement, dated as of July 18,
2006, by and between Douglas W. Kohrs and Tornier, Inc., the Company shall
nominate and use its reasonable best efforts to cause Douglas W. Kohrs, to be
elected to the Board.


 


2.2          Replacement Directors.  In the event that any TMG 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 the
Company at the direction of TMG.”


 


(b)           (i) The Original Agreement with
the exception of Schedule II is hereby amended to remove all references to
Warburg Pincus (Bermuda) Private Equity IX, L.P.  For purposes of the Original Agreement,
references to Warburg Pincus are replaced with references to TMG Holdings
Coöperatief U.A.


 


(ii) Schedule
II to the Original Agreement is hereby amended to replace all references to
Warburg Pincus with references to Warburg Pincus (Bermuda) Private Equity IX,
L.P.


 


4.             Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


5.             Governing Law.  This Amendment is governed by and shall be
construed 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 Amendment shall
be submitted to the courts of the statutory seat of the Company.


 


6.             Entire Agreement.  This Amendment evidences the entire agreement
of the parties with respect to the subject matter hereof, and all prior oral
discussions and writings are merged into this Amendment.


 


7.             No Other Changes. Except as
expressly set forth herein and therein, the Original Agreement shall remain in
full force and effect on the terms and conditions set forth therein.


 


[Remainder
of Page Intentionally Left Blank. Signature page follows.]


 


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IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered by the
parties hereto as of the date first written above.


 


 


	
   

  	
  TORNIER B.V.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Douglas W. Kohrs

  
	
   

  	
   

  	
  Name: Douglas W. Kohrs

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALAIN TORNIER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Alain Tornier

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TMG HOLDINGS COOPERATIEF U.A.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Simon Turton

  
	
   

  	
  Name:  Simon Turton

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ G.F.X.M. Nieuwenhuizen

  
	
   

  	
  Name:  Mr. G.F.X.M. Nieuwenhuizen

  
	
   

  	
  Title:  Managing Director A

  



 


[Signature
Page to Amendment No. 1 to Securityholders’ Agreement]