**Exhibit 4.2**

 

**Execution Copy**

 

**REGISTRATION RIGHTS AGREEMENT**

 

REGISTRATIONRIGHTS AGREEMENT, dated as of June 21, 2005 (the “Agreement”),among the institutional investors whose names and addresses appear from time totime on Schedule I hereto (the “Institutional Investors”);the investors whose names and addresses appear from time to time on Schedule IIhereto (the “Management Investors”); and ev3 Inc., a Delaware corporation(the “Company”).  TheInstitutional Investors and the Management Investors are hereinaftercollectively referred to as the “Investors.”

 

RECITALS

 

WHEREAS, theInvestors were formerly members of ev3 LLC, a Delaware limited liabilitycompany (“ev3 LLC”);

 

WHEREAS, incontemplation of an Initial Public Offering (as defined below), ev3 LLC mergedwith and into the Company (the “Merger”);

 

WHEREAS, as aresult of the Merger, the Investors are holders of common stock, par value$0.01 per share (“Common Stock”), of the Company; and

 

WHEREAS, theCompany has agreed to grant the Investors certain registration rights; and

 

WHEREAS, theCompany and the Investors desire to define the registration rights of theInvestors on the terms and subject to the conditions herein set forth.

 

NOW,THEREFORE, in consideration of the foregoing premises and for other good andvaluable consideration, the parties hereby agree as follows:

 

# **SECTION 1.  DEFINITIONS**

#  

As used inthis Agreement, the following terms have the respective meaning set forthbelow:

 

Commission:  shall mean the Securities and Exchange Commissionor any other federal agency at the time administering the Securities Act;

 

Exchange Act:  shall mean the Securities Exchange Act of1934, as amended (or any successor act), and the rules and regulationspromulgated thereunder;

 

Holder:  shall mean any holder of RegistrableSecurities;

 

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Initial PublicOffering:  shallmean the initial public offering of shares of Common Stock pursuant to aregistration under the Securities Act;

 

InitiatingHolder:  shallmean any Holder or Holders who in the aggregate are Holders of more than 50% ofthe then outstanding Registrable Securities;

 

Person:  shall mean an individual, partnership,joint-stock company, corporation, trust or unincorporated organization, and agovernment or agency or political subdivision thereof;

 

Register,Registered and Registration: shall mean a registration effected by preparing and filing aregistration statement in compliance with the Securities Act (and anypost-effective amendments filed or required to be filed) and the declaration orordering of effectiveness of such registration statement;

 

RegistrableSecurities: shall mean (A) shares of Common Stock held by the Investors, (B) anyadditional shares of Common Stock acquired by the Investors and (C) anystock of the Company issued to the Investors as a dividend or otherdistribution with respect to, or in exchange for or in replacement of, theshares of Common Stock referred to in clause (A) or (B);

 

RegistrationExpenses:  shallmean all expenses incurred by the Company in compliance with Section 2(a),(b) and (c) hereof, including, without limitation, allregistration and filing fees, printing expenses, fees and disbursements ofcounsel for the Company, fees and expenses of one counsel for all of theHolders, blue sky fees and expenses and the expense of any special auditsincident to or required by any such registration (but excluding thecompensation of regular employees of the Company, which shall be paid in anyevent by the Company);

 

Securities Act:  shall mean the Securities Act of 1933, asamended (or any successor act), and the rules and regulations promulgatedthereunder;

 

Security,Securities: shall have the meaning set forth in Section 2(1) of theSecurities Act; and

 

SellingExpenses:  shallmean all underwriting discounts and selling commissions applicable to the saleof Registrable Securities and all fees and disbursements of counsel for each ofthe Holders other than fees and expenses of one counsel for all the Holders.

 

# **SECTION 2.  REGISTRATION RIGHTS**

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## (a)           RequestedRegistration.

##  

### (i)            Requestfor Registration.  If the Companyshall receive from an Initiating Holder, at any time after the Initial PublicOffering, a written request that the Company

 

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### effect any registration with respect to all or a part of theRegistrable Securities, the Company will:

###  

#### (1)           promptlygive written notice of the proposed registration, qualification or complianceto all other Holders; and

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#### (2)           assoon as practicable, use its reasonable best efforts to effect suchregistration (including, without limitation, the execution of anundertaking to file post-effective amendments, appropriate qualification underapplicable blue sky or other state securities laws and appropriate compliancewith applicable regulations issued under the Securities Act) as may be sorequested and as would permit or facilitate the sale and distribution of all orsuch portion of such Registrable Securities as are specified in such request,together with all or such portion of the Registrable Securities of any Holderor Holders joining in such request as are specified in a written requestreceived by the Company within ten (10) business days after written noticefrom the Company is given under Section 2(a)(i)(1) above; providedthat the Company shall not be obligated to effect, or take any action toeffect, any such registration pursuant to this Section 2(a):

####  

##### (A)          Inany particular jurisdiction in which the Company would be required to execute ageneral consent to service of process in effecting such registration,qualification or compliance, unless the Company is already subject to servicein such jurisdiction and except as may be required by the Securities Act orapplicable rules or regulations thereunder;

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##### (B)           Afterthe Company has effected two (2) such registrations pursuant to this Section 2(a) andsuch registrations have been declared or ordered effective and the sales ofsuch Registrable Securities shall have closed;

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##### (C)           Ifthe Registrable Securities requested by all Holders to be registered pursuantto such request do not have an anticipated aggregate public offering price(before any underwriting discounts and commissions) of not less than$10,000,000; or

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(D)          Ifthe Company shall furnish to the Initiating Holder a certificate signed by thePresident of the Company stating that in the good faith judgment of the Boardof Directors of the Company it would be materially detrimental to the Companyor its stockholders for such registration statement to be filed in the nearfuture, in which case the Company’s obligation to use its reasonable bestefforts to comply with this Section 2(a) shall be deferred for one ormore periods not to exceed ninety (90) days in the aggregate in anytwelve-month period.

 

Theregistration statement filed pursuant to the request of the Initiating Holdersmay, subject to the provisions of Section 2(a)(ii) below, includeother securities of the Company which are held by Persons who, by virtue ofagreements with the Company, are entitled to include their

 

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securities inany such registration (“Other Stockholders”).  In the event any Institutional Investorrequests a registration pursuant to this Section 2(a) in connectionwith a distribution of Registrable Securities to its partners or members, theregistration shall provide for the resale by such partners or members, ifrequested by such Institutional Investor.

 

Theregistration rights set forth in this Section 2 may be assigned, in wholeor in part, to any transferee of Registrable Securities (who shall be bound byall obligations of this Agreement).

 

### (ii)           Underwriting.  If the Initiating Holders intend todistribute the Registrable Securities covered by their request by means of anunderwriting, then they shall so advise the Company as a part of their requestmade pursuant to Section 2(a).

###  

If OtherStockholders request inclusion in such registration, then the Holders shalloffer to include the securities of such Other Stockholders in the underwritingand may condition such offer on their acceptance of the further applicableprovisions of this Section 2.  TheHolders whose shares are to be included in such registration and the Companyshall (together with all Other Stockholders proposing to distribute theirsecurities through such underwriting) enter into an underwriting agreement incustomary form with the representative of the underwriter or underwritersselected for such underwriting by the Initiating Holders and reasonablyacceptable to the Company.  Notwithstandingany other provision of this Section 2(a), if the representative advisesthe Holders in writing that marketing factors require a limitation on thenumber of shares to be underwritten, the securities of the Company held byOther Stockholders shall be excluded from such registration to the extent sorequired by such limitation.  If, afterthe exclusion of such shares, further reductions are still required, the numberof shares included in the registration by each Holder (other than theInstitutional Investors) shall be reduced on a pro rata basis (based on thenumber of shares held by such Holder), by such minimum number of shares as isnecessary to comply with such request. If, after exclusion of such shares, further reductions are still required,the number of shares included in the registration by Institutional Investorsshall be reduced on a pro rata basis by such minimum number of shares as isnecessary to comply with such request. No Registrable Securities or any other securities excluded from theunderwriting by reason of the underwriter’s marketing limitation shall beincluded in such registration.  If anyOther Stockholder who has requested inclusion in such registration as providedabove disapproves of the terms of the underwriting, such Person may elect towithdraw therefrom by providing prompt written notice to the Company, theunderwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration.  If the underwriter has not limited the numberof Registrable Securities or other securities to be underwritten, then theCompany and officers and directors of the Company may include its or theirsecurities for its or their own account in such registration if therepresentative so agrees and if the number of Registrable Securities and othersecurities which would otherwise have been included in such registration andunderwriting will not thereby be limited.

 

## (b)           CompanyRegistration.

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### (i)            Inclusionin Registration.  If, after theInitial Public Offering, the Company shall determine to register any of itsequity securities either for its own account or for the account of OtherStockholders, other than a registration relating solely to

 

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### employee benefit plans, or a registration relating solely to aCommission Rule 145 transaction, or a registration on any registrationform which does not permit secondary sales or does not include substantiallythe same information as would be required to be included in a registrationstatement covering the sale of Registrable Securities, the Company will:

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#### (1)           promptlygive to each of the Holders a written notice thereof (which shall include alist of the jurisdictions in which the Company intends to attempt to qualifysuch securities under the applicable blue sky or other state securities laws);and

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#### (2)           includein such registration (and any related qualification under blue sky laws orother compliance), and in any underwriting involved therein, all theRegistrable Securities specified in a written request or requests, made by theHolders within fifteen (15) days after receipt of the written notice from theCompany described in Section 2(b)(i) above, except as set forth in Section 2(b)(ii) below.  Such written request may specify all or apart of the Holders’ respective Registrable Securities.  In the event any Holder requests inclusion ina registration pursuant to this Section 2(b) in connection with adistribution of Registrable Securities to its partners or members, the registrationshall provide for the resale by such partners or members, if requested by suchHolder.

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### (ii)           Underwriting.  If the registration of which the Companygives notice is for a registered public offering involving an underwriting, theCompany shall so advise each of the Holders as a part of the written noticegiven pursuant to Section 2(b)(i)(1). In such event, the right of each of the Holders to registration pursuantto this Section 2(b) shall be conditioned upon such Holders’participation in such underwriting and the inclusion of such Holders’Registrable Securities in the underwriting to the extent provided herein.  The Holders whose shares are to be includedin such registration shall (together with the Company and the OtherStockholders distributing their securities through such underwriting) enterinto an underwriting agreement in customary form with the representative of theunderwriter or underwriters selected for underwriting by the Company.  Notwithstanding any other provision of this Section 2(b),if the representative determines that marketing factors require a limitation onthe number of shares to be underwritten, the representative may (subject to theallocation priority set forth below) limit the number of Registrable Securitiesto be included in the registration and underwriting to not less than twentyfive percent (25%) of the shares included therein (based on the number ofshares).  The Company shall immediatelyadvise all holders of securities requesting registration of such limitation,and the number of such shares of securities that are entitled to be included inthe registration and underwriting shall be allocated in the followingmanner:  The securities of the Companyheld by officers, directors and Other Stockholders of the Company (other thanRegistrable Securities and other than securities held by holders who bycontractual right demanded such registration (“Demanding Holders”))shall be excluded from such registration and underwriting to the extentrequired by such limitation, and, if a limitation on the number of shares isstill required, the number of shares that may be included in the registrationand underwriting by each of the Holders and Demanding Holders shall be reduced,on a pro rata basis (based on the number of shares held by such Holder), bysuch minimum number of shares

 

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### as is necessary to comply with such limitation.  If any of the Holders or any officer,director or Other Stockholder disapproves of the terms of any suchunderwriting, he may elect to withdraw therefrom by providing prompt writtennotice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawnfrom such underwriting shall be withdrawn from such registration.

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## (c)           Form S-3.  Following the Initial Public Offering, theCompany shall use its best efforts to qualify for registration on Form S-3for secondary sales.  After the Companyhas qualified for the use of Form S-3, the Holders shall have the right torequest three (3) registrations on Form S-3 (such requests shall bein writing and shall state the number of shares of RegistrableSecurities to be disposed of and the intended method of disposition of sharesby such holders), provided that the Company shall not be obligated toeffect, or take any action to effect, any such registration pursuant to this Section 2(c):

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### (i)            Unlessthe Holder or Holders requesting registration propose to dispose of shares ofRegistrable Securities having an aggregate price to the public (beforededuction of underwriting discounts and expenses of sale) of more than$1,000,000;

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### (ii)           Within180 days of the effective date of the most recent registration pursuant to thisSection 2(c) in which securities held by the requesting Holder couldhave been included for sale or distribution; or

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### (iii)          Inany particular jurisdiction in which the Company would be required to execute ageneral consent to service of process in effecting such registration,qualification or compliance, unless the Company is already subject to servicein such jurisdiction and except as may be required by the Securities Act orapplicable rules or regulations thereunder.

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### (iv)          Ifthe Company shall furnish to the Holder or Holders requesting registration acertificate signed by the President of the Company stating that in the goodfaith judgment of the Board of Directors of the Company it would be materiallydetrimental to the Company or its stockholders for such registration statementto be filed in the near future, in which case the Company’s obligation to useits best efforts to comply with this Section 2(c) shall be deferredfor one or more periods not to exceed ninety (90) days in the aggregate in anytwelve-month period.

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The Companyshall give written notice to all Holders of the receipt of a request forregistration pursuant to this Section 2(c) and shall provide areasonable opportunity for other Holders to participate in the registration,provided that if the registration is for an underwritten offering, the terms ofSection 2(a)(ii) shall apply to all participants in suchoffering.  Subject to the foregoing, theCompany will use its best efforts to effect promptly the registration of allshares of Registrable Securities on Form S-3 to the extent requested bythe Holder or Holders thereof for purposes of disposition.  In the event any Holder requests aregistration pursuant to this Section 2(c) in connection with adistribution of Registrable Securities to its partners or members, the

 

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registrationshall provide for the resale by such partners or members, if requested by suchHolder.

 

## (d)           Company Control.  The Company may decline to file aregistration statement referenced in Section 2(b), or withdraw suchregistration statement after filing but prior to the effectiveness of theregistration statement, provided that the Company shall promptly notifyeach Holder participating in the offering covered by such registrationstatement in writing of any such action. The Holders shall not be permitted to sell any securities pursuant to Section 2(b) or2(c) at any time that the Board of Directors of the Company determines ingood faith that it would be materially detrimental to the Company or itsstockholders for sales of securities to be made, provided that (1) theCompany shall promptly notify each Holder in writing of any such action and (2) inthe case of Section 2(c), such periods shall not exceed ninety (90) daysin the aggregate in any twelve-month period.

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## (e)           Expenses of Registration.  All Registration Expenses incurred inconnection with any registration, qualification or compliance pursuant to this Section 2shall be borne by the Company, and all Selling Expenses shall be borne by theHolders of the securities so registered pro rata on the basis of the number oftheir shares so registered.

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## (f)            Registration Procedures.  In the case of each registration effected bythe Company pursuant to this Section 2, the Company will keep the Holders,as applicable, advised in writing as to the initiation of each registration andas to the completion thereof.  At itsexpense, the Company will:

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### (i)            keepsuch registration effective for a period of one hundred twenty (120) days oruntil the Holders (or in the case of a distribution to the partners or membersof such Holder, such partners or members), as applicable, have completed thedistribution described in the registration statement relating thereto,whichever first occurs; provided, however, that (A) such 120-dayperiod shall be extended for a period of time equal to the period during whichthe Holders, partners or members, as applicable, refrain from selling anysecurities included in such registration in accordance with provisions in Section 2(j)hereof; and (B) in the case of any registration of Registrable Securitieson Form S-3 which are intended to be offered on a continuous or delayedbasis, such 120-day period shall be extended until all such RegistrableSecurities are sold, provided that Rule 415, or any successor rule underthe Securities Act, permits an offering on a continuous or delayed basis, andprovided further that applicable rules under the Securities Act governingthe obligation to file a post-effective amendment permit, in lieu of filing apost-effective amendment which (y) includes any prospectus required by Section 10(a) ofthe Securities Act or (z) reflects facts or events representing a material orfundamental change in the information set forth in the registration statement,the incorporation by reference of information required to be included in (y)and (z) above to be contained in periodic reports filed pursuant to Section 12or 15(d) of the Exchange Act in the registration statement;

 

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### (ii)           furnishsuch number of prospectuses and other documents incident thereto as each of theHolders, as applicable, from time to time may reasonably request;

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### (iii)          notifyeach Holder of Registrable Securities covered by such registration at any timewhen a prospectus relating thereto is required to be delivered under theSecurities Act of the happening of any event as a result of which theprospectus included in such registration statement, as then in effect, includesan untrue statement of a material fact or omits to state a material factrequired to be stated therein or necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading; and

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### (iv)          furnish,on the date that such Registrable Securities are delivered to the underwritersfor sale, if such securities are being sold through underwriters or, if suchsecurities are not being sold through underwriters, on the date that theregistration statement with respect to such securities becomes effective, (1) anopinion, dated as of such date, of the counsel representing the Company for thepurposes of such registration, in form and substance as is customarily given tounderwriters in an underwritten public offering and reasonably satisfactory toa majority in interest of the Holders participating in such registration,addressed to the underwriters, if any, and to the Holders participating in suchregistration and (2) a letter, dated as of such date, from the independentcertified public accountants of the Company, in form and substance as iscustomarily given by independent certified public accountants to underwritersin an underwritten public offering and reasonably satisfactory to a majority ininterest of the Holders participating in such registration, addressed to the underwriters,if any, and if permitted by applicable accounting standards, to the Holdersparticipating in such registration.

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## (g)           Indemnification.

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### (i)            Tothe fullest extent permitted by law, the Company will indemnify each of theHolders, as applicable, each of its officers, directors, partners and members,and each Person controlling each of the Holders, with respect to eachregistration which has been effected pursuant to this Section 2, and eachunderwriter, if any, and each Person who controls any underwriter, against allclaims, losses, damages and liabilities (or actions in respect thereof) arisingout of or based on any untrue statement (or alleged untrue statement) of amaterial fact contained in any prospectus, offering circular or other document(including any related registration statement, notification or the like)incident to any such registration, qualification or compliance, or based on anyomission (or alleged omission) to state therein a material fact required to bestated therein or necessary to make the statements therein (in the case of aprospectus, in light of the circumstances under which they were made) notmisleading, or any violation by the Company of the Securities Act or theExchange Act or any rule or regulation thereunder applicable to theCompany and relating to action or inaction required of the Company inconnection with any such registration, qualification or compliance, and willreimburse each of the Holders, each of its officers, directors, partners andmembers, and each Person controlling each of the Holders, each such underwriterand each Person who controls any such underwriter, for any legal and any otherexpenses reasonably incurred in connection

 

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### with investigating and defending any such claim, loss, damage,liability or action, provided that the Company will not be liable in any suchcase to the extent that any such claim, loss, damage, liability or expensearises out of or is based on any untrue statement or omission based uponwritten information furnished to the Company by the Holders or underwriter andstated to be specifically for use therein.

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### (ii)           Eachof the Holders will, if Registrable Securities held by it are included in thesecurities as to which such registration, qualification or compliance is beingeffected, indemnify the Company, each of its directors and officers and eachunderwriter, if any, of the Company’s securities covered by such a registrationstatement, each Person who controls the Company or such underwriter, each OtherStockholder and each of their officers, directors, partners and members, andeach Person controlling such Other Stockholder against all claims, losses,damages and liabilities (or actions in respect thereof) arising out of or basedon any untrue statement (or alleged untrue statement) of a material factcontained in any such registration statement, prospectus, offering circular orother document made by such Holder in writing, or any omission (or allegedomission) to state therein a material fact required to be stated therein ornecessary to make the statements by such Holder therein (in the case of aprospectus, in light of the circumstances under which they were made) notmisleading, and will reimburse the Company and such Other Stockholders,directors, officers, partners, members, Persons, underwriters or controlPersons for any legal or any other expenses reasonably incurred in connectionwith investigating or defending any such claim, loss, damage, liability oraction, in each case to the extent, but only to the extent, that such untruestatement (or alleged untrue statement) or omission (or alleged omission) ismade in such registration statement, prospectus, offering circular or otherdocument in reliance upon and in conformity with written information furnishedto the Company by such Holder and stated to be specifically for use therein;provided, however, that the obligations of each of the Holders hereunder shallbe limited to an amount equal to the net proceeds to such Holder of securitiessold as contemplated herein.

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### (iii)          Eachparty entitled to indemnification under this Section 2(g) (the “IndemnifiedParty”) shall give notice to the party required to provide indemnification(the “Indemnifying Party”) promptly after such Indemnified Party hasactual knowledge of any claim as to which indemnity may be sought, and shallpermit the Indemnifying Party to assume the defense of any such claim or anylitigation resulting therefrom; provided that counsel for the IndemnifyingParty, who shall conduct the defense of such claim or any litigation resultingtherefrom, shall be approved by the Indemnified Party (whose approval shall notunreasonably be withheld) and the Indemnified Party may participate in suchdefense at such party’s expense (unless the Indemnified Party shall havereasonably concluded that there may be a conflict of interest between theIndemnifying Party and the Indemnified Party in such action, in which case thefees and expenses of counsel shall be at the expense of the IndemnifyingParty), and provided further that the failure of any Indemnified Party to givenotice as provided herein shall not relieve the Indemnifying Party of itsobligations under this Section 2 unless the Indemnifying Party ismaterially prejudiced thereby.  NoIndemnifying Party, in the defense of any such claim or litigation shall,except with the consent of each Indemnified

 

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### Party, consent to entry of any judgment or enter into any settlementwhich does not include as an unconditional term thereof the giving by theclaimant or plaintiff to such Indemnified Party of a release from all liabilityin respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itselfor the claim in question as an Indemnifying Party may reasonably request inwriting and as shall be reasonably required in connection with the defense ofsuch claim and litigation resulting therefrom.

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### (iv)          Ifthe indemnification provided for in this Section 2(g) is held by acourt of competent jurisdiction to be unavailable to an Indemnified Party withrespect to any loss, liability, claim, damage or expense referred to herein,then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,shall contribute to the amount paid or payable by such Indemnified Party as aresult of such loss, liability, claim, damage or expense in such proportion asis appropriate to reflect the relative fault of the Indemnifying Party on theone hand and of the Indemnified Party on the other in connection with thestatements or omissions which resulted in such loss, liability, claim, damageor expense, as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Partyand of the Indemnified Party shall be determined by reference to, among otherthings, whether the untrue (or alleged untrue) statement of a material fact orthe omission (or alleged omission) to state a material fact relates toinformation supplied by the Indemnifying Party or by the Indemnified Party andthe parties’ relative intent, knowledge, access to information and opportunityto correct or prevent such statement or omission.

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### (v)           Notwithstandingthe foregoing, to the extent that the provisions on indemnification andcontribution contained in the underwriting agreement entered into in connectionwith any underwritten public offering contemplated by this Agreement are inconflict with the foregoing provisions, the provisions in such underwritingagreement shall be controlling.

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### (vi)          Theforegoing indemnity agreement of the Company and Holders is subject to thecondition that, insofar as they relate to any loss, claim, liability or damagearising out of a statement made in or omitted from a preliminary prospectus buteliminated or remedied in the amended prospectus on file with the Commission atthe time the registration statement in question becomes effective or theamended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the“Final Prospectus”), such indemnity or contribution agreement shall notinure to the benefit of any underwriter or Holder if a copy of the FinalProspectus was furnished to the underwriter and was not furnished to the Personasserting the loss, liability, claim or damage at or prior to the time suchaction is required by the Securities Act.

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## (h)           Informationby the Holders.

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### (i)            Eachof the Holders holding securities included in any registration shall furnish tothe Company such information regarding such Holder and the distributionproposed by such Holder as the Company may reasonably request in writing and asshall

 

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### be reasonably required in connection with any registration,qualification or compliance referred to in this Section 2.

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### (ii)           Inthe event that, either immediately prior to or subsequent to the effectivenessof any registration statement, any Holder shall distribute RegistrableSecurities to its partners or members, such Holder shall so advise the Companyand provide such information as shall be necessary to permit an amendment tosuch registration statement to provide information with respect to suchpartners or members, as selling securityholders.  Promptly following receipt of suchinformation, the Company shall file an appropriate amendment to suchregistration statement reflecting the information so provided.  Any incremental expense to the Companyresulting from such amendment shall be borne by such Holder.

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## (i)            Rule 144Reporting.

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With a view tomaking available the benefits of certain rules and regulations of theCommission which may permit the sale of restricted securities to the publicwithout registration, the Company agrees to:

 

### (i)            makeand keep public information available as those terms are understood and definedin Rule 144 under the Securities Act (“Rule 144”), at alltimes from and after ninety (90) days following the effective date of the firstregistration under the Securities Act filed by the Company for an offering ofits securities to the general public;

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### (ii)           useits best efforts to file with the Commission in a timely manner all reports andother documents required of the Company under the Securities Act and theExchange Act at any time after it has become subject to such reportingrequirements; and

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### (iii)          solong as the Holder owns any Registrable Securities, furnish to the Holder uponrequest, a written statement by the Company as to its compliance with thereporting requirements of Rule 144 (at any time from and after ninety (90)days following the effective date of the first registration statement filed bythe Company for an offering of its securities to the general public), and ofthe Securities Act and the Exchange Act (at any time after it has becomesubject to such reporting requirements), a copy of the most recent annual orquarterly report of the Company, and such other reports and documents so filedas the Holder may reasonably request in availing itself of any rule orregulation of the Commission allowing the Holder to sell any such securitieswithout registration.

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## (j)            “Market Stand-off” Agreement.  Each of the Holders agrees, if requested bythe Company and an underwriter of equity securities of the Company, not to sellor otherwise transfer or dispose of any Registrable Securities held by suchHolder during (A) the 180-day period following the effective date of aregistration statement of the Company filed under the Securities Act, providedthat (i) such agreement only applies to the Initial Public Offering and (ii) allofficers and directors of the Company enter into similar agreements and (B) the90-day period following the effective date of a registration statement of theCompany filed under the Securities Act, provided that (i) such agreementonly applies to the first two registration

 

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## statements of the Company filedafter the Initial Public Offering and (ii) all officers and directors ofthe Company enter into similar agreements.

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If requested by the underwriters, the Holders shall execute a separateagreement to the foregoing effect.  TheCompany may impose stop-transfer instructions with respect to the shares (orsecurities) subject to the foregoing restriction until the end of said 180-dayperiod or 90-day period, as applicable. The provisions of this Section 2(j) shall be binding upon anytransferee who acquires Registrable Securities.

 

## (k)           Termination.  The registration rights set forth in this Section 2shall not be available to any Holder if, (i) in the opinion of counsel tothe Company, all of the Registrable Securities then owned by such Holder couldbe sold in any 90-day period pursuant to Rule 144 (without giving effectto the provisions of Rule 144(k)) or (ii) all of the RegistrableSecurities held by such Holder have been sold in a registration pursuant to theSecurities Act or pursuant to Rule 144.

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# **SECTION 3.  MISCELLANEOUS**

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## (a)           Directly or Indirectly.  Where any provision in this Agreement refersto action to be taken by any Person, or which such Person is prohibited fromtaking, such provision shall be applicable whether such action is takendirectly or indirectly by such Person.

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## (b)           Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware applicable tocontracts made and to be performed entirely within such State.

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## (c)           Section Headings.  The headings of the sections and subsectionsof this Agreement are inserted for convenience only and shall not be deemed toconstitute a part thereof.

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## (d)           Notices.

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### (i)            Allcommunications under this Agreement shall be in writing and shall be deliveredby hand or facsimile or mailed by overnight courier or by registered orcertified mail, postage prepaid:

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#### (1)           ifto the Company, at: ev3 Inc., 4600 Nathan Lane North, Plymouth, Minnesota  55442 (facsimile: (763) 398-7240), Attention:L. Cecily Hines, or at such other address or facsimile number as it may havefurnished the Investors in writing.

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#### (2)           ifto the Institutional Investors, at the address or facsimile number listed on Schedule Ihereto, or at such other address or facsimile number as may have been

 

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#### furnished the Company in writing, with a copy to Willkie Farr &Gallagher, 787 Seventh Avenue, New York, NY 10019 (facsimile: (212) 728-8111),Attention: Steven J. Gartner, Esq.

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#### (3)           ifto the Management Investors, at the address or facsimile number listed on Schedule IIhereto, or at such other address or facsimile number as may have been furnishedthe Company in writing.

####  

### (ii)           Anynotice so addressed shall be deemed to be given: if delivered by hand orfacsimile, on the date of such delivery; if mailed by courier, on the firstbusiness day following the date of such mailing; and if mailed by registered orcertified mail, on the third business day after the date of such mailing.

###  

## (e)           Reproduction of Documents.  This Agreement and all documents relatingthereto, including, without limitation, any consents, waivers andmodifications which may hereafter be executed may be reproduced by the Holdersby any photographic, photostatic, microfilm, microcard, miniature photographicor other similar process and the Holders may destroy any original document soreproduced.  The parties hereto agree andstipulate that any such reproduction shall be admissible in evidence as theoriginal itself in any judicial or administrative proceeding (whether or notthe original is in existence and whether or not such reproduction was made bythe Holders in the regular course of business) and that any enlargement,facsimile or further reproduction of such reproduction shall likewise beadmissible in evidence.

##  

## (f)            Successors and Assigns.  This Agreement shall inure to the benefit ofand be binding upon the successors and assigns of each of the parties.

##  

## (g)           Entire Agreement; Amendment andWaiver.  This Agreement constitutesthe entire understanding of the parties hereto and supersedes all priorunderstanding among such parties.  ThisAgreement may be amended, and the observance of any term of this Agreement maybe waived, with (and only with) the written consent of the Company and theHolders holding a majority of the then outstanding Registrable Securities.

##  

## (h)           Severability.  In the event that any part or parts of thisAgreement shall be held illegal or unenforceable by any court or administrativebody of competent jurisdiction, such determination shall not affect theremaining provisions of this Agreement which shall remain in full force andeffect.

##  

## (i)            Counterparts.  This Agreement may be executed in one or morecounterparts (including by facsimile), each of which shall be deemed anoriginal and all of which together shall be considered one and the sameagreement.

 

13

----

 

IN WITNESSWHEREOF, the undersigned have executed this Agreement as of the date first setforth above.

 
|   | **ev3 Inc.**                                              |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   |                                                      |
|   | By:                                                       | /s/ James M.  Corbett |   |
|   | Name:                                                     | James M. Corbett |
|   | Title:                                                    | President and Chief Executive Officer |
|   |                                                      |
|   |                                                      |
|   | **WARBURG, PINCUS  EQUITY PARTNERS,  L.P.**               |
|   |                                                      |
|   | By:                                                       | Warburg Pincus Partners LLC, |
|   |                                                      | its General Partner |
|   |                                                      | By: | Warburg Pincus & Co., |
|   |                                                      |   | its Managing Member |
|   |                                                      |
|   |                                                      |
|   | By:                                                       |   /s/ Elizabeth H. Weatherman |   |
|   | Name:                                                     | Elizabeth H. Weatherman |
|   | Title:                                                    | Partner |
|   |                                                      |
|   |                                                      |
|   | **WARBURG, PINCUS  NETHERLANDS  EQUITY PARTNERS I, C.V.** |
|   |                                                      |
|   | By:                                                       | Warburg Pincus Partners LLC |
|   |                                                      | its General Partner |
|   |                                                      |
|   |                                                      | By: | Warburg Pincus & Co., |
|   |                                                      |   | its Managing Member |
|   |                                                      |
|   | By:                                                       |   /s/ Elizabeth H. Weatherman |   |
|   |                                                      | Name: | Elizabeth H. Weatherman |   |
|   |                                                      | Title: | Partner |   |
|        |                                                           |  |  |  |  |  |  |  |  |  |  |

 

----

 
|   | **WARBURG, PINCUS NETHERLANDS  EQUITY PARTNERS III, C.V.** |
|--------|------------------------------------------------------------|
|   |                                                       |
|   |                                                       |
|   | By:                                                        | Warburg Pincus Partners LLC, |
|   |                                                       | its General Partner |
|   |                                                       |
|   |                                                       | By: | Warburg Pincus & Co., |
|   |                                                       |   | its Managing Member |
|   |                                                       |
|   | By:                                                        |   /s/ Elizabeth H. Weatherman |   |
|   |                                                       | Name: | Elizabeth H. Weatherman |   |
|   |                                                       | Title: | Partner |   |
|   |                                                       |
|   |                                                       |
|   | **VERTICAL FUND I,  L.P.**                                 |
|   |                                                       |
|   | By:                                                        | Vertical Group, L.P., |
|   |                                                       | General Partner |
|   |                                                       |
|   |                                                       |
|   | By:                                                        |   /s/ Richard B. Emmitt |   |
|   |                                                       | Name: | Richard B. Emmitt |   |
|   |                                                       | Title: | General Partner |   |
|   |                                                       |
|   |                                                       |
|   | **VERTICAL FUND II,  L.P.**                                |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | Vertical Group, L.P., |
|   |                                                       | General Partner |
|   |                                                       |
|   |                                                       |
|        |                                                            |  |  |  |  |  |  |  |  |  |  |

 
|   | By:    |   /s/ Richard B. Emmitt |              |
|--------|--------|-----------------------------------|-------------------|
|   |   | Name:                             | Richard B. Emmitt |   |
|   |   | Title:                            | General Partner   |   |

 

----

 
|   | /s/ James M. Corbett |   |
|--------|----------------------|--------|
|   | James M. Corbett     |
|   |                 |
|   |                 |
|   |                 |   |
|   | L. Cecily Hines      |
|   |                 |
|   |                 |
|   |                 |   |
|   | Stacy Enxing Seng    |
|   |                 |
|   |                 |
|   |                 |   |
|   | Paul Kapsner         |
|   |                 |
|   |                 |
|   |                 |   |
|   | Paul Buckman         |
|   |                 |
|   |                 |
|   | /s/ Dale Spencer     |   |
|   | Dale Spencer         |
|   |                 |
|   |                 |
|   |                 |   |
|   | Rick Olson           |
|   |                 |
|   |                 |
|   |                 |   |
|   | Megan  Becker        |
|   |                 |
|   |                 |
|   |                 |   |
|   | Piet van  den Bosch  |
|   |                 |
|   |                 |
|   |                 |   |
|   | Bruce  Krattenmaker  |
|   |                 |
|   |                 |
|   |                 |   |
|   | Mojdeh  Poul         |
|   |                 |
|   |                 |
|   |                 |   |
|   | Stewart  M. Kume     |

 

----

 
|   |               |   |
|--------|--------------------|--------|
|   | Paresh A. Gandhi   |
|   |               |
|   |               |
|   |               |   |
|   | Chandra Coughlin   |
|   |               |
|   |               |
|   |               |   |
|   | Martin Hieb        |
|   |               |
|   |               |
|   |               |   |
|   | Thuzar  Han        |
|   |               |
|   |               |
|   |               |   |
|   | Karen  Yahnke      |
|   |               |
|   |               |
|   |               |   |
|   | Chad  Roue         |
|   |               |
|   |               |
|   |               |   |
|   | Michele  Roggemann |
|   |               |

 

----

 

**SCHEDULE I**

 

Institutional Investors

 

**InstitutionalInvestor’s Name and Address**

 
| Warburg,  Pincus Equity Partners, L.P.  c/o Warburg Pincus & Co.  466 Lexington Avenue  New York, NY 10017  Facsimile: (212) 716-5068  Attention: Sean D. Carney                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Elizabeth H.  Weatherman                                                                                                                                                                   |
|                                                                                                                                                                                       |
| Warburg,  Pincus Netherlands Equity Partners  I, C.V.  c/o Warburg Pincus & Co.  466 Lexington Avenue  New York, NY 10017  Facsimile: (212) 716-5068  Attention: Sean D. Carney   |
| Elizabeth H.  Weatherman                                                                                                                                                                   |
|                                                                                                                                                                                       |
| Warburg,  Pincus Netherlands Equity Partners  III, C.V.  c/o Warburg Pincus & Co.  466 Lexington Avenue  New York, NY 10017  Facsimile: (212) 716-5068  Attention: Sean D. Carney |
| Elizabeth H.  Weatherman                                                                                                                                                                   |
|                                                                                                                                                                                       |
| Vertical  Fund I, L.P.  c/o Vertical Group, L.P.  25 Deforest Avenue  Summit, New Jersey 07901  Facsimile: (908) 273-9434  Attention: John Runnells                                        |
|                                                                                                                                                                                       |
| Vertical  Fund II, L.P.  c/o Vertical Group, L.P.  25 Deforest Avenue  Summit, New Jersey 07901  Facsimile: (908) 273-9434  Attention: John Runnells                                       |

 

----

 

**SCHEDULE II**

 

Management Investors

 

**ManagmentInvestor’s Name and Address**

 

James M.Corbett

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

L. CecilyHines

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile: (763) 398-7000

 

Stacy EnxingSeng

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Paul Kapsner

c/o ev3 Inc.

4600 NathanLane North

Plymouth, Minnesota  55442

Facsimile:(763) 398-7000

 

Paul Buckman

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Dale A.Spencer

503 NorthFerndale Road

Wayzata,Minnesota  55391

 

Rick Olson

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

----

 

Megan Becker

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Piet van den Bosch

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile: (763)398-7000

 

BruceKrattenmaker

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Mojdeh Poul

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Stewart M.Kume

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Paresh A.Gandhi

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

ChandraCoughlin

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

----

 

Martin Hieb

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Thuzar Han

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Karen Yahnke

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

Chad Roue

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile: (763) 398-7000

 

MicheleRoggemann

c/o ev3 Inc.

4600 NathanLane North

Plymouth,Minnesota  55442

Facsimile:(763) 398-7000

 

----