Exhibit 10.34


 


JOINDER AGREEMENT


 


This
JOINDER AGREEMENT (this “Agreement”), dated as of this 25th day of May,
2010, 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 Medtronic Bakken
Research Center B.V. (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 May 25, 2010 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 (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 beneath the Stockholder’s
signature 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.


 


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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.


 


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[Remainder of Page Intentionally Left Blank]


 


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


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TORNIER
  B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/  Guido
  F.X.M. Nieuwenhuizen

  
	
   

  	
  By:

  	
  Guido
  F.X.M. Nieuwenhuizen

  
	
   

  	
  Its:

  	
  Managing
  Director A

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/  Ronald
  Arendsen

  
	
   

  	
  By:

  	
  Ronald
  Arendsen

  
	
   

  	
  Its:

  	
  Managing
  Director B

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
  MEDTRONIC
  BAKKEN RESEARCH CENTER B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/  F.W.
  Lindemans

  
	
   

  	
  By:

  	
  Mr. F.W.
  Lindemans

  
	
   

  	
  Its:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile:

  



 


[Signature Page to Joinder to Securityholders’ Agreement -
Medtronic]


 


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