Exhibit
10.33


 


JOINDER AGREEMENT


 


This
JOINDER AGREEMENT (this “Agreement”), dated as of this
     day of April, 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 Stichting
Administratiekantoor Tornier (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 April     ,
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 (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]


 


2

















 


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STICHTING
  ADMINISTRATIEKANTOOR TORNIER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Sean
  D. Carney

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Timothy
  J. Curt

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


3

















 


Schedule A


 


Stockholder Addresses


 


Stichting Administratiekantoor Tornier


1076 EE Amsterdam


Fred. Roeskestraat 123


The Netherlands


 


with a copy to:


 


Stichting Administratiekantoor Tornier


7716 Golden Triangle Drive


Eden Prairie, MN  55344


c/o Douglas W. Kohrs