Carmen L. Diersen Tornier Employment AgreementEmployment Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of June 21, 2010, between Tornier, Inc., a Delaware corporation (the “Company”), and Carmen Diersen (the “Global CFO; Global Chief Financial Officer”).
ASSET PURCHASE AGREEMENT Relating to the Acquisition of Substantially All Assets of DVO — EXTREMITY SOLUTIONS, LLC by DVO ACQUISITION, INC. and TORNIER B.V. dated as of March 5, 2007Asset Purchase Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Buyer desires to acquire substantially all of the assets and assume certain liabilities of Seller, and Seller desires to transfer such assets and assign such liabilities to Buyer, on the terms and conditions set forth herein.
WARRANT AGREEMENTWarrant Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
The parties to this Warrant Agreement are hereinafter collectively referred to as the “Parties” and individually as a “Party”. The parties listed under (2) to (3) above are hereinafter collectively referred to as the “Original Warrantholders” and individually as an “Original Warrantholder”.
· LANDLORD: SEAMUS GEANEY · TENANT: · TORNIER ORTHOPEDICS IRELAND LIMITED · GUARANTOR: · LEASE · of - · Industrial Building at Hartnett’s Cross · Macroom, Co. Cork - · Term: 20 years from 1st day of December 2008 · Rent Reviews: Every 5 Years ·...Lease Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT AND PLAN OF MERGER by and among TORNIER US HOLDINGS, INC., AXYA ACQUISITION II, INC. and AXYA HOLDINGS, INC. Dated as of February 27, 2007Merger Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AGREEMENT AND PLAN OF MERGER, dated as of February 27, 2007 (this “Agreement”), is among Tornier US Holdings, Inc., a Delaware corporation (the “Parent”), Axya Acquisition II, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Axya Holdings, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 6.10.
WARRANT AGREEMENTWarrant Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
The parties to this Warrant Agreement are hereinafter collectively referred to as the “Parties” and individually as a “Party”. The parties listed under (2) above are hereinafter collectively referred to as the “Original Warrantholders” and each individually as an “Original Warrantholder”.
CONTRIBUTION AGREEMENT BY AND BETWEEN TORNIER B.V., VERTICAL FUND I, L.P., VERTICAL FUND II, L.P., TMG HOLDINGS COÖPERATIEF U.A., STICHTING ADMINISTRATIEKANTOOR TORNIER, FRED B. DINGER III AND DOUGLAS W. KOHRS DATED AS OF MARCH 26, 2010Contribution Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MERGER AGREEMENT BY AND AMONG NEXA ORTHOPEDICS, INC., TORNIER US HOLDINGS, INC. AND NEXA ACQUISITION, INC. Dated as of January 22, 2007Merger Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), made and entered into as of the 22nd day of January, 2007, by and among TORNIER US HOLDINGS, INC., a Delaware corporation (“ACQUIROR”), NEXA ACQUISITION, INC., a Delaware corporation (“Acquisition Subsidiary”), and NEXA ORTHOPEDICS, INC., a Delaware corporation (“NEXA”).
WARRANT EXCHANGE AGREEMENT by and among the EXCHANGING WARRANTHOLDERS and TORNIER B.V. Dated as of May 25, 2010Warrant Exchange Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
WARRANT EXCHANGE AGREEMENT by and among the EXCHANGING WARRANTHOLDERS and TORNIER B.V. Dated as of May 25, 2010Warrant Exchange Agreement • July 15th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
