ev3 LLC

HOLDERS AGREEMENT

        Holders Agreement, dated as of this 29^th day of August, 2003 (the "Agreement"), among the institutional investors listed on Schedule I hereto (the "Institutional Investors"), Dale A. Spencer ("Spencer"), Paul Buckman ("Buckman"), the individuals whose names and addresses appear from time to time on Schedule II hereto (the "Management Investors"), the individuals whose names and addresses appear from time to time on Schedule III hereto (the "Additional Investors") and ev3 LLC, a Delaware limited liability company (the "Company"). The Institutional Investors, Spencer and Buckman are hereinafter collectively referred to as the "Preferred Investors." The Preferred Investors, the Management Investors and the Additional Investors are hereinafter collectively referred to as the "Investors." Capitalized terms used in this Agreement and not otherwise defined are defined in Section 5 herein.

RECITALS

        WHEREAS, the Preferred Investors and the Management Investors have, pursuant to the terms of a Contribution and Exchange Agreement, dated as of August 29, 2003, by and among ev3 Acquisition Corp., a Delaware corporation ("Newco"), the Preferred Investors and the Management Investors (the "Newco Contribution Agreement"), contributed to Newco, the shares of common stock, par value $0.01 per share, of ev3 Inc., a Delaware corporation ("ev3"), the shares of Series A Convertible Preferred Stock, par value $0.01 per share, of ev3 ("Series A Preferred"), the shares of Series B Convertible Preferred Stock, par value $0,01 per share, of ev3 ("Series B Preferred") and the shares of Series C Convertible Preferred Stock, par value $0.01 per share, of ev3 ("Series C Preferred" and, together with the Series A Preferred and Series B Preferred, the "Preferred Stock") owned by each of the Preferred Investors and the Management Investors in exchange for shares of common stock, par value $0.01 per share, of Newco ("Newco Common Stock"), shares of Series A Convertible Preferred Stock, par value $0.01 per share, of Newco ("Newco Series A"), shares of Series B Convertible Preferred Stock, par value $0.01 per share, of Newco ("Newco Series B") and shares of Series C Convertible Preferred Stock, par value $0.01 per share, of Newco ("Newco Series C" and, together with the Newco Series A and Newco Series B, the "Newco Preferred Stock");

        WHEREAS, the Preferred Investors and certain of the Management Investors (the "MI LLC Members") have, pursuant to the terms of a Contribution and Exchange Agreement, dated as of August 29, 2003, by and among Micro Investment, LLC, a Delaware limited liability company ("MI LLC"), the Preferred Investors and certain of the Management Investors contributed to the Company, the membership interests of MI LLC owned by each of the Preferred Investors and the MI LLC Members in exchange for Class A Preferred Membership units of the Company ("Class A Preferred Membership Units");

        WHEREAS, the Preferred Investors and the Management Investors have, pursuant to the terms of a Contribution and Exchange Agreement, dated as of August 29, 2003, by and among the Company, the Preferred Investors and the Management Investors contributed to the Company, the shares of Newco Common Stock and the shares of Newco Preferred Stock owned by each of the Preferred Investors and the Management Investors in exchange for common membership units of the Company (the "Common Units") and Class B Preferred Membership units of the Company ("Class B Preferred Membership Units" and together with the Class A Preferred Membership Units, the "Preferred Units" and, together with the Common Units and such other units as the Company may create from time to time, collectively, the "Units");

        WHEREAS, concurrently with the execution of this Agreement, each of the Investors has executed that certain Operating Agreement, dated as of August 29, 2003, of the Company, as the same may be amended from time to time (the "Operating Agreement"); and

        WHEREAS, the Investors and the Company desire to promote their mutual interests by agreeing to certain matters relating to the operations of the Company and the disposition and voting of the Units.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1.     COVENANTS OF THE PARTIES.

        (a)    Legends.    Units in the Company may be evidenced by certificates in a form approved by the Board of Managers of the Company (the "Board"). The certificates evidencing the Units acquired by the Investors, if any, will bear the following legends reflecting the restrictions on the transfer of such Units contained in this Agreement and the Operating Agreement:

"The securities evidenced hereby are subject to the terms of that certain Holders Agreement, dated as of August 29, 2003, among the Company and certain members identified therein, including certain restrictions on transfer. A copy of the Holders Agreement has been filed with the Secretary of the Company and is available upon request."

"The securities evidenced hereby are subject to the terms of that certain Operating Agreement, dated as of August 29, 2003, by and among the Company and certain members identified therein, including certain restrictions on transfer. A copy of the Operating Agreement has been filed with the Secretary of the Company and is available upon request."

        The Investors acknowledge that stop transfer orders shall be entered with the Company's transfer agent and registrar, if any, against the Transfer of legended Units. In addition to the foregoing legends, the certificates representing the Units shall be subject to such other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission and any applicable federal or state laws, and the Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

        (b)    Additional Investors.    The parties hereto acknowledge that certain employees, directors and consultants of the Company and its Subsidiaries may become members of the Company after the date hereof. As a condition to the issuance of Units to them, the Company shall require all such individuals to execute and deliver to the Company and each party hereto a Joinder Agreement to this Agreement and the Operating Agreement, substantially in the form of Exhibit A hereto (the "Joinder Agreement"). Upon such execution and delivery, Schedule III shall be deemed amended to include the name of such employee, director or consultant without the need for a formal amendment of this Agreement and such individual shall be deemed to be an Additional Investor for purposes hereof, including being bound by the terms set forth in Sections 3(a), (b), (c) and (d) with respect to Spencer, Buckman, the Management Investors and the Additional Investors, and those restrictions that generally apply to all Investors hereto.

        (c)    Option Units.    The Investors acknowledge that the Company has reserved not less than 12,549,655 Common Units for grant or sale to certain employees, directors and consultants of the Company (the "Option Units"), in such amounts and in such manner (including restricted Common Unit grants or other option or incentive plans) as the Board shall, from time to time, determine; provided, however, that it shall be a condition to the issuance of any Option Units that such individuals execute and deliver to the Company and each party hereto a Joinder Agreement. Upon such execution and delivery. Schedule III hereto shall be deemed to be amended to include the name of such individual without the need for a formal amendment of this Agreement and such individual shall be deemed to be an Additional Investor for purposes hereof, including being bound by the terms set forth in Sections 3(a), (b), (c) and (d) with respect to Spencer, Buckman, the Management Investors and the Additional Investors, and those restrictions that generally apply to all Investors hereto.

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