ev3 Inc. 8,750,000 Shares Common Stock: UNDERWRITING AGREEMENT dated April , 2007 Banc of America Securities LLC Piper Jaffray & Co. J.P. Morgan Securities Inc.Underwriting Agreement • April 19th, 2007 • Ev3 Inc. • Surgical & medical instruments & apparatus • New York
Introductory. ev3 Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,500,000 shares (the “Company Common Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 6,250,000 shares of Common Stock (the “Selling Stockholders Common Shares”), each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B. The Company Common Shares and the Selling Stockholders Common Shares are collectively called the “Firm Common Shares”. Furthermore, one of the Selling Stockholders, Warburg, Pincus Equity Partners, L.P. (together with its two affiliated partnerships, Warburg, Pincus Netherlands Equity Partners I, C.V. and Warburg, Pincus Netherlands Equity Partners III,
