AMENDMENT
NO. 5 TO STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT is entered
into effective this 13th day of February, 2009 (this “
Amendment No. 5 ”), by and among Cardiovascular
Systems, Inc., a Minnesota Corporation (the “ Company
”) and the Holders and Investors signatory hereto.
WHEREAS,
this Amendment No. 5 amends the Stockholders Agreement, dated
July 19, 2006 (the " Stockholders Agreement ”),
by and between the Company and the “Holders,”
“Investors,” and “Section 5 Holders” set
forth on Schedule I thereto, as amended by that certain
Amendment No. 1 to Stockholders Agreement, dated
October 3, 2006, by and between the Company, ITX International
Equity Corp. and the Holders and Investors signatory thereto; that
certain Amendment No. 2 to Stockholders Agreement, dated
September 19, 2007, by and between the Company, the
Series A-1 Convertible Preferred Stockholders and the Holders
and Investors signatory thereto; that certain Amendment No. 3 to
Stockholders Agreement, dated December 17, 2007, by and
between the Company, the Series B Convertible Preferred
Stockholders and the Holders and Investors signatory thereto; and
that certain Amendment No. 4 to Stockholders Agreement, dated
September 12, 2008, by and between the Company, Silicon Valley
Bank and the Holders and Investors signatory thereto;
WHEREAS,
the Company filed a Form 10 registration statement with the
U.S. Securities Exchange Commission (“SEC”) on
October 28, 2008 and such registration statement became
effective on December 29, 2008;
WHEREAS,
upon the effectiveness of the registration statement, the Company
became subject to the SEC periodic reporting requirements and has a
class of equity securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended;
WHEREAS
the existence of the Stockholders Agreement triggers certain SEC
reporting requirements on behalf of the parties thereto and the
parties hereto wish to facilitate the making of any such
reports;
WHEREAS,
Holders executing this Amendment No. 5 hold a majority of the
Shares subject to the Stockholders Agreement; and
WHEREAS,
Investors executing this Amendment No. 5 hold a majority in
interest of the shares of Common Stock issued or issuable to the
Investors.
NOW
THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment No. 5, the sufficiency of which is
hereby acknowledged, the parties hereto agree as set forth
below:
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1.
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Capitalized terms not defined herein shall have the meanings
ascribed to them in the Stockholders Agreement.
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2. The
following is added as Section 24 to the Stockholders
Agreement:
“
Investors’ Representatives . David L. Martin and
Laurence L. Betterley, acting together or individually, are hereby
appointed the representatives of the Investors and Holders, with
full power to execute and file with the SEC and any stock exchange
or similar authority, for and on behalf of the Investors and
Holders in any and all capacities, any and all reports required to
be filed under Section 13 of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereund
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