INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “ Agreement ”) is made and entered into as of this ____ day of ___________, 2008, by and between ORTHOFIX INTERNATIONAL N.V., a Netherlands Antilles corporation (the “ Company ”), and the undersigned indemnitee (“ Indemnitee ”).

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, the Company’s Articles of Association provides for indemnification of the directors and officers of the Company, and the Company’s Articles of Association expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;

WHEREAS, the Company and Indemnitee recognize that the vagaries of public policy and the interpretation of sometimes ambiguous statutes, regulations and court opinions are too uncertain to provide the Company’s directors and officers with adequate or reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed as a result of performing their duties for the Company or by reason of their status as a director or officer of the Company;

WHEREAS, the Company and Indemnitee further recognize the continued difficulty in obtaining liability insurance for the Company’s directors and officers and the significant and continual increases in the cost of such insurance and the general trend of insurance companies to reduce the scope of coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors and officers to expensive litigation risks at the same time as the availability and scope of coverage of liability insurance provide increasing challenges for the Company;

WHEREAS, Indemnitee may not regard the protection currently provided by applicable law, the Company’s governing documents and available insurance as adequate under the present circumstances, and Indemnitee and certain other directors and officers of  the Company might not be willing to continue to serve in such capacities without additional protection;

WHEREAS, in entering into this Agreement both the Company and Indemnitee represent and agree, to the best of their knowledge, that at present there is no pending or threatened litigation or proceeding involving Indemnitee or any other director or officer of the Company, where indemnification under this Agreement would be required or permitted or which may result in a claim for indemnification hereunder;

WHEREAS, the Company desires to have Indemnitee serve or continue to serve as a director or officer of the Company or an Affiliate (as defined below), free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of performing his or her duty to the Company or his or her status as a director or officer; and Indemnitee desires to serve or continue to serve in such capacity; and

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s Articles of Association and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements of the parties contained herein and the mutual benefits to be derived from this Agreement, the parties hereto covenant and agree as follows:

1.             Certain Definitions . The following terms as used in this Agreement shall be defined as follows:

(a)           “ Action(s) ” shall include, without limitation, any threatened, pending or completed action, claim, litigation, suit, arbitration, alternative dispute mechanism, investigation, inquiry, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, predicated on any applicable law of any jurisdiction, including, without limitation, applicable Netherlands Antilles law, the U.S. Securities Act of 1933, as amended, and/or the U.S. Securities Exchange Act of 1934, as amended (including, as to both, any similar successor rules or regulations), and/or their respective state counterparts and/or any rule or regulation promulgated thereunder, whether a Derivative Action and/or whether formal or informal.

(b)           “ Affiliate ” shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust, or other similar enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company.

(c)           “ Authority ” shall mean the panel of arbitrators or independent legal counsel selected under Section 6 .

(d)           “ Board ” shall mean the entire then serving Board of Directors of the Company.

(e)           “ Breach of Duty ” shall mean Indemnitee breached or failed to perform his or her duties to the Company or an Affiliate, as the case may be, and Indemnitee’s breach of or failure to perform those duties constituted:

(i)             a breach of his or her “duty of loyalty” (as defined herein) to the Company or its shareholders;

(ii)            acts or omissions not in “good faith” (as further defined herein) or which involve intentional misconduct or a knowing violation of the law; or

(iii)           a transaction from which Indemnitee derived an improper direct personal financial profit (unless such profit is determined to be immaterial in light of all the circumstances).

In determining whether Indemnitee has acted or omitted to act otherwise than in “ good faith ,” as such term is used herein, the Authority, or the court, shall determine solely whether Indemnitee: (i) in the case of conduct in his or her “official capacity” (as defined herein) with the Company, believed, in the exercise of his or her business judgment, that his or her conduct was in the best interests of the Company; and (ii) in all other cases, reasonably believed that his or her conduct was at least not opposed to the best interests of the Company.  Notwithstanding any other provision of this Agreement, Indemnitee’s conduct with respect to an employee benefit plan or trust sponsored by or otherwise associated with the Company and/or an Affiliate for a purpose he or she reasonably believes to be in the interests of the participants in and beneficiaries of such plan is conduct that does not constitute a Breach of Duty.

(f)            “ Derivative Action ” shall mean any Action brought by or in the right of the Company and/or an Affiliate.

(g)           “ Disinterested Quorum ” shall mean a quorum of the Board who are not parties in interest to the subject Action or any related Action.

(h)           Breach of the “ duty of loyalty ” shall mean a breach of fiduciary duty by an Executive which constitutes a willful failure to deal fairly with the Company or its shareholders in connection with a transaction in which the Executive has a material undisclosed personal conflict of interest.

(i)            “ Executive(s) ” shall mean any individual who is, was or has agreed to become a director and/or officer of the Company and/or an Affiliate.

(j)            “ Expenses ” shall include, without limitation, any and all reasonable expenses, fees, costs, charges, attorneys’ fees and disbursements, other out-of-pocket costs, reasonable compensation for time spent by Indemnitee in connection with the Action for which he or she is not otherwise compensated by the Company, any Affiliate, any third party or other entity and any and all other reasonable direct and indirect costs of any type or nature whatsoever.

(k)           “ Liabilities ” shall include, without limitation, judgments, amounts incurred in settlement, fines, penalties and, with respect to any employee benefit plan, any excise tax or penalty incurred in connection therewith, all Expenses and any and all other reasonable liabilities of every type or nature whatsoever incurred in connection with the subject Action.

(l)            “ Official capacity ” shall mean the office of director or officer in the Company and/or an Affiliate, membership on any committee of directors, any other offices in the Company and/or an Affiliate held by an Executive and any other employment or agency relationship between the Executive and the Company and/or an Affiliate. Without limiting the generality of the foregoing, the provision of legal advice to the Company and/or an Affiliate, the Board, or the officers, employees and agents of the Company and/or an Affiliate by an Executive whose duties include legal counsel shall be deemed to be within such Executive’s “official capacity.”

2.            Agreement to Serve . Indemnitee agrees to serve or to continue to serve the Company or an Affiliate, as an Executive; provided, however, that nothing contained in this Agreement shall create a contract of employment between the Company and Indemnitee and the termination of Indemnitee’s relationship with the Company by either party hereto shall not be restricted by this Agreement.

3.             General . The Company shall indemnify Indemnitee, to the fullest extent permitted by law, against any and all Liabilities which Indemnitee may incur as a result of being made or threatened to be made a party to any Action by reason of the fact that Indemnitee, or his or her testator or intestate, is or was a director or officer of the Company or serves or served any other enterprise as a director or officer at the request of the Company or any predecessor of the Company. The remaining specific provisions of this Agreement are in furtherance, and not in derogation or limitation of, the generality of the foregoing.

(a)            Mandatory Indemnification when Successful on Merits or Otherwise .  With respect to any Action to which Indemnitee has been made or threatened to be made a party by reason of his or her status as an Executive, and/or as to acts performed in the course of Indemnitee’s duties to the Company and/or an Affiliate, to the extent Indemnitee has been successful on the merits or otherwise, including, without limitation, the settlement, dismissal, abandonment or withdrawal of any such Action where Indemnitee does not pay, incur or assume any material Liabilities, he or she shall be indemnified by the Company against all Liabilities incurred by him or her or on his or her behalf in connection therewith. The Company shall pay or reimburse such Liabilities to Indemnitee, or to such other person or entity as Indemnitee may designate in writing to the Company, within 10 days after the receipt of Indemnitee’s written request therefor, without regard to the provisions of Section 6 . In the event the Company refuses or fails to pay or reimburse such requested Liabilities, Indemnitee may petition a court to order the Company to make such payment pursuant to Section 7 .

(b)            Mandatory Indemnification in Other Situations . In all cases other than those set forth in Section 4(a ) hereof, and subject to the conditions and limitations set forth hereinafter in this Agreement, the Company shall indemnify and hold harmless Indemnitee in any circumstances in which he or she is or was a party, or is threatened to be made a party, to any Action by reason of his or her status as an Executive, and/or as to acts performed in the course of Indemnitee’s duties to the Company and/or an Affiliate, against Liabilities incurred by or on behalf of Indemnitee in connection with any Action, including, without limitation, in connection with the investigation, defense, settlement or appeal of any Action; provided, that it is not determined by the Authority, or by a court, pursuant to Section 6 that Indemnitee engaged in misconduct which constitutes a Breach of Duty.

(c)            Restrictions on Indemnification . Notwithstanding any other provision contained in this Agreement to the contrary, the Company shall not:

(i)           indemnify against Liabilities (or advance Expenses) to Indemnitee with respect to any Action initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Actions:

(1)           brought to establish or enforce a right to indemnification against Liabilities (or an advance of Expenses) under Section 7 , or under any applicable statute or law;

(2)           initiated or brought voluntarily by Indemnitee to the extent Indemnitee is successful on the merits or otherwise in connection with such an Action; or

(ii)           indemnify Indemnitee against judgments, fines or penalties incurred in a Derivative Action if Indemnitee is finally adjudged liable to the Company by a court (unless the court before which such Derivative Action was brought determines that Indemnitee is fairly and reasonably entitled to indemnity for any or all of such judgments, fines or penalties);

(iii)           subject to Section 14 , indemnify Indemnitee for any payment that has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision (to which excess Indemnitee is entitled pursuant to this Agreement);

(iv)           indemnify Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended, or any similar successor rule or regulation or similar provisions of state statutory law or common law; or

(v)           indemnify Indemnitee for any amounts paid in settlement of any Action effected without the Company’s written consent.

(d)            Settlement of Action . The Company shall not settle any Action in any manner which would impose any Liabilities or other type of limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any such proposed settlement.

5.             Advance for Expenses . The Company shall from time to time pay to or reimburse Indemnitee, or such other person or entity as Indemnitee may designate in writing to the Company, Expenses incurred by or on behalf of Indemnitee in connection with any Action in advance of the final disposition or conclusion of any such Action within 10 days after the receipt of Indemnitee’s written request therefor; provided, that Indemnitee furnishes to the Company an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty or otherwise renders indemnification impermissible under applicable law and agrees in writing to repay any advances made under this Section 5 if it is ultimately determined that he or she is not entitled to be indemnified by the Company for such Expenses pursuant to this Agreement.  Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.

(a)            Payment . Except as otherwise set forth in this Section 6 or in Section 4(c ), any indemnification to be provided to Indemnitee by the Company under Section 4(b ) upon the final disposition or conclusion of any Action, unless otherwise ordered by a court, shall be paid or reimbursed by the Company to Indemnitee, or such other person or entity as Indemnitee may designate in writing to the Company, within 60 days after the receipt of Indemnitee’s written request therefor. Such request shall include an accounting of all Liabilities for which indemnification is being sought. No further corporate authorization for such payment shall be required other than this Section 6(a ).

(b)            Restrictions on Payment . Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the payment of such requested indemnifiable Liabilities pursuant to Section 4(b ) may be denied by the Company if:

(i)            a Disinterested Quorum, by a majority vote thereof, determines that Indemnitee has engaged in misconduct which constitutes a Breach of Duty; or

(ii)           a Disinterested Quorum cannot be obtained.

(c)            Authorization of Authority to Determine Right to Indemnification . In the event of nonpayment pursuant to either subsection of Section 6(b ), the Board shall immediately authorize and direct, by resolution, that a