October 4, 2012 Tornier N.V. Fred. Roeskestraat 123 The Netherlands Re: Lock-Up and Leak-Out Agreement Ladies and Gentlemen:Lock-Up and Leak-Out Agreement • October 17th, 2012 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
The undersigned party (referred to herein as the “Undersigned”) is delivering this lock-up and leak-out letter agreement (this “Agreement”) to you in connection with, and as a condition to, the closing under the Agreement and Plan of Merger, dated as of August 23, 2012 (the “Merger Agreement”), by and among Tornier N.V., a public company with limited liability (naamloze vennootschap) (the “Parent”), Oscar Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), and OrthoHelix Surgical Designs, Inc., a Delaware corporation (the “Company”), whereby the Merger Sub will merge with and into Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of the Parent (the “Merger”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.
October 4, 2012 Tornier N.V. Fred. Roeskestraat 123Registration Rights Agreement • October 17th, 2012 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies
