Common use of Limitations on Disposition Clause in Contracts

Limitations on Disposition. The Investor recognizes that no public market exists for the Securities and no representation has been made to the Investor that such public market will exist in the future. The Investor understands that the Investor must bear the economic risk of this investment indefinitely unless its Securities are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereof, the Company has no obligation or present intention of so registering the Securities. The Investor further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the Securities, in the amounts, or at the time the Investor might propose. The Investor understands at the present time that Rule 144 promulgated under the Securities Act by the Commission ("Rule 144") is not applicable to sales of the Securities because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144. The Investor further acknowledges that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so.

Limitations on Disposition. The Investor recognizes that no public market exists for the Securities Shares, and no representation has been made to the Investor that such public market none will exist in the futurefuture (other than as set forth in the Registration Rights Agreement). The Investor understands that the Investor must bear the economic risk of this investment indefinitely unless its Securities the Shares are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities Shares is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereof, the Company has no obligation or present intention of so registering the SecuritiesShares (other than as set forth in the Registration Rights Agreement). The Investor further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the SecuritiesShares, in the amounts, or at the time times the Investor might propose. The Investor understands at the present time that Rule 144 promulgated under the Securities Act by the Commission SEC ("Rule 144") is not applicable to sales of the Securities Shares because they are not registered under Section 12 of the Exchange Act (as hereinafter herein defined) and there is not publicly available the information concerning the Company specified in Rule 144. The Investor further acknowledges that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so. The Investor further acknowledges the restrictions on disposition and other terms set forth in the Stockholders Agreement.

Limitations on Disposition. The Investor Stockholder recognizes that no public market exists for the Securities Common Membership Units, and no representation has been made to the Investor that such public market will none may exist in the future. The Investor understands Stockholder acknowledges that the Investor it must bear the economic risk of this investment indefinitely unless its Securities such Stockholder's Common Membership Units are registered pursuant to the Securities Act Act, or an exemption from such registration is available, and unless the disposition of such Securities Common Membership Units is qualified or registered under applicable state securities laws or an exemption from such qualification or registration is available, and that except as provided in Section 5 hereof, the Company ev3 LLC has no obligation or present intention of so registering the SecuritiesCommon Membership Units. The Investor further understands Stockholder acknowledges that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor such Stockholder to Transfer transfer any or all of the SecuritiesCommon Membership Units, in the amounts, or at the time the Investor times such Stockholder might propose. The Investor understands Stockholder acknowledges that at the present time that Rule 144 promulgated under the Securities Act by the Commission SEC ("Rule 144") is not applicable to sales of the Securities Common Membership Units because they such units are not registered under Section 12 of the Exchange Act (as hereinafter defined) Act, and there is not publicly available the information concerning the Company ev3 LLC specified in Rule 144. The Investor further Stockholder acknowledges that the Company ev3 LLC is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so.

Limitations on Disposition. The Investor recognizes You recognize that no public market exists for the Securities Shares, and no representation has been made to the Investor that such public market will none may exist in the futurefuture (other than as set forth in the Registration Rights Agreement dated as of the date hereof by and between the Company and the shareholders named therein (the "Registration Rights Agreement")). The Investor understands You understand that the Investor you must bear the economic risk of this investment indefinitely unless its Securities your Shares are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities Shares is qualified or registered under applicable state securities laws or an exemption from such qualification or registration is available, and that except as provided in Section 5 hereof, the Company has no obligation or present intention of so registering the SecuritiesShares. The Investor You further understands understand that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor you to Transfer any or all of the SecuritiesShares, in the amounts, or at the time the Investor times you might propose. The Investor understands You understand that at the present time that Rule 144 promulgated under the Securities Act by the Securities and Exchange Commission ("Rule 144") is not applicable to sales of the Securities Shares because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144. The Investor You further acknowledges acknowledge that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so.

Limitations on Disposition. The Investor recognizes that no -------------------------- public market exists for the Securities Common Shares, and no representation has been made to the Investor that such public market none will exist in the future. The Investor understands that the Investor must bear the economic risk of this investment indefinitely unless its Securities the Common Shares are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities Common Shares is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereof, the Company has no obligation or present intention of so registering the SecuritiesCommon Shares. The Investor further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the SecuritiesCommon Shares, in the amounts, or at the time times the Investor might propose. The Investor understands at the present time that Rule 144 promulgated under the Securities Act by the Commission SEC ("Rule 144") is not applicable to sales of the Securities Common Shares because -------- they are not registered under Section 12 of the Exchange Act (as hereinafter defineddefined herein) and there is not publicly available the information concerning the Company specified in Rule 144. The Investor further acknowledges that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so. The Investor further acknowledges the restrictions on disposition and other terms set forth in the Stockholders Agreement.

Limitations on Disposition. The Investor recognizes that no -------------------------- public market exists for the Securities and no representation has been made to the Investor that such public market will exist in the future. The Investor understands that the Investor he must bear the economic risk of this investment indefinitely unless its his Securities are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereof, the Company has no obligation or present intention of so registering the Securities. The Investor further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the Securities, in the amounts, or at the time the Investor might propose. The Investor understands at the present time that Rule 144 promulgated under the Securities Act by the Commission ("Rule 144") is not applicable to sales of the Securities Class B Stock because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144. The Investor further acknowledges that the Company is not presently under any obligation to register the Securities Class B Stock under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so.

Limitations on Disposition. The Investor recognizes You recognize that no public market -------------------------- exists for the Securities Shares, and no representation has been made to the Investor that such public market none will exist in the futurefuture (other than as set forth in the Registration Rights Agreement). The Investor understands You understand that the Investor you must bear the economic risk of this investment indefinitely unless its Securities your Shares are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities Shares is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereof, the Company has no obligation or present intention of so registering the SecuritiesShares (other than as set forth in the Registration Rights Agreement). The Investor You further understands understand that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor you to Transfer any or all of the SecuritiesShares, in the amounts, or at the time the Investor times you might propose. The Investor understands You understand at the present time that Rule 144 promulgated under the Securities Act by the Securities and Exchange Commission ("Rule 144") is not applicable to sales of the Securities Shares because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144. The Investor You further acknowledges acknowledge that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so. You further acknowledge the restrictions on disposition and other terms set forth in the Stockholders Agreement.

Limitations on Disposition. The Investor recognizes that no public market exists for the Securities and no representation has been made to the Investor that such public market will exist in the future. The Investor understands that the Investor must bear the economic risk of this investment indefinitely unless its Securities are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereofArticle X of the Limited Liability Company Agreement, the Company has no obligation or present intention of so registering the Securities. The Investor further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the Securities, in the amounts, or at the time the Investor might propose. The Investor understands at the present time that Rule 144 promulgated under the Securities Act by the Commission ("“Rule 144"”) is not applicable to sales of the Securities because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144). The Investor further acknowledges that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do soAct.

Limitations on Disposition. The Investor recognizes that no public market exists for the Securities and no representation has been made to the Investor that such public market will exist in the future. The Investor understands that the Investor he must bear the economic risk of this investment indefinitely unless its his Securities are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereof, the Company has no obligation or present intention of so registering the Securities. The Investor further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the Securities, in the amounts, or at the time the Investor might propose. The Investor understands at the present time that Rule 144 promulgated under the Securities Act by the Commission ("Rule 144") is not applicable to sales of the Securities because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144. The Investor further acknowledges that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so.

Limitations on Disposition. The Investor Stockholder recognizes that no public market exists for the Securities Common Membership Units, and no representation has been made to the Investor that such public market will none may exist in the future. The Investor understands Stockholder acknowledges that the Investor it must bear the economic risk of this investment indefinitely unless its Securities such Stockholder’s Common Membership Units are registered pursuant to the Securities Act Act, or an exemption from such registration is available, and unless the disposition of such Securities Common Membership Units is qualified or registered under applicable state securities laws or an exemption from such qualification or registration is available, and that except as provided in Section 5 hereof, the Company ev3 LLC has no obligation or present intention of so registering the SecuritiesCommon Membership Units. The Investor further understands Stockholder acknowledges that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor such Stockholder to Transfer transfer any or all of the SecuritiesCommon Membership Units, in the amounts, or at the time the Investor times such Stockholder might propose. The Investor understands Stockholder acknowledges that at the present time that Rule 144 promulgated under the Securities Act by the Commission SEC ("“Rule 144"”) is not applicable to sales of the Securities Common Membership Units because they such units are not registered under Section 12 of the Exchange Act (as hereinafter defined) Act, and there is not publicly available the information concerning the Company ev3 LLC specified in Rule 144. The Investor further Stockholder acknowledges that the Company ev3 LLC is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so.

Limitations on Disposition. The Investor recognizes that no public market exists for the Securities and no representation has been made to the Investor that such public market will exist in the future. The Investor understands that the Investor must bear the economic risk of this investment indefinitely unless its Securities are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Securities is qualified under applicable state securities laws or an exemption from such qualification is available, and that except as provided in Section 5 hereofArticle IX of the Limited Liability Company Agreement, the Company has no obligation or present intention of so registering the Securities. The Investor further understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Investor to Transfer any or all of the Securities, in the amounts, or at the time the Investor might propose. The Investor understands at the present time that Rule 144 promulgated under the Securities Act by the Commission ("“Rule 144"”) is not applicable to sales of the Securities because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144). The Investor further acknowledges that the Company is not presently under any obligation to register the Securities under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do soAct.