Exhibit 3 SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT THIS SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of April 4, 2005, by and among the parties signatories hereto. This Second Amended and Restated Joint Filing...Joint Filing Agreement • April 6th, 2005 • Micro Investment LLC • Surgical & medical instruments & apparatus
THIS SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of April 4, 2005, by and among the parties signatories hereto. This Second Amended and Restated Joint Filing Agreement amends and restates the Amended and Restated Joint Filing Agreement, dated August 29, 2003, filed as Exhibit A to Amendment No. 6 of the Schedule 13D filed on September 3, 2003 (the "Statement on Schedule 13D").
Exhibit 4 --------- AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • June 5th, 2001 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
VOTING AGREEMENTVoting Agreement • June 29th, 2004 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
Exhibit 2 ---------Securities Purchase Agreement • June 5th, 2001 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 3 VOTING AGREEMENT VOTING AGREEMENT, dated as of December 4, 2003 (the "Agreement"), between Micro Therapeutics, Inc., a Delaware corporation (the "Company"), and Micro Investment, LLC, a Delaware limited liability company (the "Stockholder")....Voting Agreement • December 8th, 2003 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
R E C I T A L SContribution and Exchange Agreement • April 6th, 2005 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 29th, 2004 • Micro Investment LLC • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG EV3 INC., MICRO INVESTMENT, LLC AND MICRO THERAPEUTICS, INC. DATED AS OF NOVEMBER 14, 2005Agreement and Plan of Merger • November 14th, 2005 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 14, 2005, is by and among EV3 INC., a Delaware corporation (“Parent”), MICRO INVESTMENT, LLC, a Delaware limited liability company (“Merger Sub”) and a direct wholly owned Subsidiary of Parent, and MICRO THERAPEUTICS, INC., a Delaware corporation (the “Company”).
ARTICLE I. NEGOTIATION RIGHT; RIGHT OF FIRST REFUSALCorporate Opportunity Agreement • April 6th, 2005 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
by and amongNote Purchase Agreement • December 8th, 2003 • Micro Investment LLC • Surgical & medical instruments & apparatus • New York
Joint Filing AgreementMicro Investment LLC • June 5th, 2001 • Surgical & medical instruments & apparatus
The undersigned hereby agree that the statement on Schedule 13D filed by the undersigned with respect to the Common Stock of Micro Therapeutics, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Exhibit 6 ---------Securities Purchase Agreement • September 6th, 2002 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
Exhibit 3 ---------Voting and Proxy Agreement • June 5th, 2001 • Micro Investment LLC • Surgical & medical instruments & apparatus • Delaware
