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Exhibit 4.4    
    


 
 

AMENDMENT NO. 1 TO
  OPERATING AGREEMENT OF ev3 LLC    
    


        This Amendment No. 1 to Operating Agreement ("Amendment No. 1") of ev3 LLC, a Delaware limited
liability company (the "Company"), is dated as of March 1, 2005, and entered into by and among the Company and the persons executing this Amendment No. 1 as Members of the Company (the
"Members"), effective as of August 29, 2003. 



        WHEREAS,
it has been determined to be in the best interests of the Company and its Members to amend certain provisions of the Company's Operating Agreement (the
"Operating Agreement"); and 


        WHEREAS,
the Company and the undersigned Members maintain the necessary authority to execute and effectuate this Amendment No. 1 to the Operating Agreement. 


        NOW
THEREFORE, the Company and the undersigned Members hereby agree as follows: 


        1.     Schedule A
to the Operating agreement be amended to reflect the correct number of Class A Preferred Membership Units held by Paul Kapsner as 31,235, in
order to correct the typographical error that inadvertently reflected such number as 31,325 in the original form of such Schedule A, and such amendment be deemed effective as of the original
date of the Operating Agreement. 


        2.     Except
as expressly modified by this Amendment No. 1, all terms and conditions of the Operating Agreement shall remain unchanged and in full force and effect. 


        3.     This
Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one instrument. 











        IN WITNESS WHEREOF, this Amendment No. 1 to the Operating Agreement is hereby executed effective as of the date and year first set forth above. 



	COMPANY:	 	MEMBERS
	

ev3, LLC

a Delaware limited liability company	
 	

/s/  JAMES CORBETT      
 James Corbett
	

By:	
 	

/s/  JAMES CORBETT      
 Name: James Corbett

Title: President and CEO	
 	

/s/  L. CECILY HINES      
 L. Cecily Hines
	

 	
 	

 	
 	

/s/  PAUL KAPSNER      
 Paul Kapsner
	

 	
 	

 	
 	

/s/  STACY ENXING SENG      
 Stacy Enxing Seng
	

 	
 	

 	
 	

/s/  DALE A. SPENCER      
 Dale A. Spencer
	

 	
 	

 	
 	

THE DALE A. SPENCER REVOCABLE TRUST
	

 	
 	

 	
 	

By:	
 	

/s/  DALE A. SPENCER      
 Dale A. Spencer, Trustee




 
 

[Signature Page to Amendment No. 1 to Operating Agreement]    
    







 

        IN
WITNESS WHEREOF, this Amendment No. 1 to the Operating Agreement is executed as of the date and year first set forth above. 



	
MEMBERS:	
 	

 	
 	

 
	

WARBURG, PINCUS EQUITY PARTNERS, L.P	
 	

VERTICAL FUND I, L.P.
	

By:	
 	

Warburg Pincus & Co.	
 	

By:	
 	

Vertical Group, L.P.
	Its:	 	General Partner	 	Its:	 	General Partner
	

By:	
 	

/s/  SEAN D. CARNEY      
	
 	

By:	
 	

/s/  RICHARD B. EMMITT      
 Richard B. Emmitt, General Partner
	

WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V.	
 	

VERTICAL FUND II, L.P.
	

By:	
 	

Warburg Pincus & Co.	
 	

By:	
 	

Vertical Group, L.P.
	Its:	 	General Partner	 	Its:	 	General Partner
	

By:	
 	

/s/  SEAN D. CARNEY      
	
 	

By:	
 	

/s/  RICHARD B. EMMITT      
 Richard B. Emmitt, General Partner
	

WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II. C.V.	
 	

 	
 	

 
	

By:	
 	

Warburg Pincus &, Co.	
 	

 	
 	

 
	Its:	 	General Partner	 	 	 	 
	

By:	
 	

/s/  SEAN D. CARNEY      
	
 	

 	
 	

 
	

WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V.	
 	

 	
 	

 
	

By:	
 	

Warburg Pincus & Co	
 	

 	
 	

 
	Its:	 	General Partner	 	 	 	 
	

By:	
 	

/s/  SEAN D. CARNEY      
	
 	

 	
 	

 




 
 

[Signature Page to Amendment No. 1 to Operating Agreement]    
    


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Exhibit 4.4


AMENDMENT NO. 1 TO OPERATING AGREEMENT OF ev3 LLC



[Signature Page to Amendment No. 1 to Operating Agreement]

[Signature Page to Amendment No. 1 to Operating Agreement]