TORNIER N.V. (a Netherlands public limited liability company) [1] Ordinary Shares PURCHASE AGREEMENTPurchase Agreement • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
the Company has complied with the USPTO duty of candor and disclosure for each of the U.S. Patents. Such counsel is unaware of any facts which would preclude the grant of a patent from each of the Applications. The Applications are being diligently pursued by the Company.
AMENDMENT TO COMMERCIAL LEASE NO. 1Commercial Lease • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
SCI CYMAISE, a company with capital stock of 2,286.74 € having its registered office at Chemin Doyen Gosse, 38330 Saint Ismier, France, recorded in the Commercial Register of Grenoble under No. 339 711 079.
TORNIER B.V. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 16, 2010 (this “Agreement”), among the investors listed on Schedule I hereto (the “Institutional Investors”), the persons listed on Schedule II hereto (the “Management Investors” and together with the Institutional Investors, the “Investors”) and Tornier B.V., a Netherlands private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”).
COMMERCIAL LEASECommercial Lease • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
· Mr Alain Tornier, born 24 August 1946 in Grenoble (Isère), French national, residing 229, chemin de Buttit, 38330 Saint Ismier, divorced from Ms Jocelyne Marguerite Elie following a judgment handed down by the Grenoble Tribunal de Grande Instance on 10 April 1980 and not remarried;
QUALITY ASSURANCE AGREEMENTQuality Assurance Agreement • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, CERAMTEC owns proprietary technology regarding the reliable connection between the ceramic Ball Head and the metal stem of an artificial hip joint prosthesis which was developed from various CERAMTEC-patents. In addition, CERAMTEC is the manufacturer of BIOLOX, BIOLOX forte and ZIOLOX forte ceramic Ball Heads and BIOLOX Wear Couples (hereinafter referred to as “CERAMIC PRODUCTS”).
BETWEEN THE UNDERSIGNEDLease Agreement • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
The company CALYX, a Société Civile Immobilière with a capital stock of ten thousand Euros, having its registered office at 161 rue Lavoisier in MONTBONNOT SAINT MARTIN (38330), recorded in the Commercial Register of Grenoble, represented by Alain Tornier, in his capacity as manager, having full powers for the purpose hereof
SUBSCRIPTION AGREEMENT EUR 29,600,000 AGGREGATE NOMINAL AMOUNT OF ZERO COUPON BONDS MANDATORILY CONVERTIBLE INTO COMMON SHARES OF THE ISSUER between TMG B.V. as issuer and KCH Stockholm AB as purchaser July 18, 2006Subscription Agreement • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
Letterhead of Tornier B.V.]Conversion Notice • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to (i) the subscription agreement dated July 18, 2006 between Tornier B.V. as issuer and KCH Stockholm AB as purchaser, and (ii) the deed of issue dated July 27, 2006 between the aforesaid parties (the “Deed of Issue”), both relating to the Bonds.
