Standard Contracts
December __, 2008Nominee Agreement • January 12th, 2009 • Ramius LLC • Surgical & medical instruments & apparatus
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Orthofix International N.V. (the “Company”) in connection with the solicitation statement for the solicitation of written requests to call a special meeting of shareholders of the Company (the “Special Meeting”), and subsequent proxy solicitation, that Ramius Value and Opportunity Master Fund Ltd and certain of its affiliates (collectively, the “Ramius Group”) are considering undertaking to nominate and elect directors at the Special Meeting (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter will set forth the terms of our agreement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • January 12th, 2009 • Ramius LLC • Surgical & medical instruments & apparatus
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Orthofix International N.V., a corporation organized under the laws of the Netherlands Antilles (the “Company”);
