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EXHIBIT 4.3




AMENDMENT NO. 1 TO INVESTOR’S RIGHTS AGREEMENT




     THIS AMENDMENT NO. 1 TO INVESTOR’S RIGHTS AGREEMENT is entered into effective this 3rd day of
October, 2006 (this “Amendment No. 1”), by and among Cardiovascular Systems, Inc., a Minnesota
Corporation (the “Company”) , ITX International Equity Corp., a Delaware corporation (“ITX”), and
the Investors signatory hereto.



RECITALS




     WHEREAS, this Amendment No. 1 amends an Investor’s Rights Agreement, dated July 19, 2006 (the
“Investor’s Rights Agreement”) by and between the Company and the “Investors” set forth on Schedule
A thereto and “Stockholders” set forth on Schedule B thereto;



     WHEREAS, the Company has agreed to sell 350,263 shares of Series A Convertible Preferred Stock
and a warrant to purchase up to 49,737 shares of Series A Convertible Preferred Stock to ITX in
accordance with the terms of that certain Stock Purchase Agreement by and between the Company and
ITX of even date herewith (the “Stock Purchase Agreement”);



     WHEREAS, on September 25, 2006, the Company’s Board of Directors approved the sale of
$2,000,000 of Series A Convertible Preferred Stock to ITX and the transactions contemplated by the
Stock Purchase Agreement including this Amendment No. 1; and



     WHEREAS, Investors executing this Amendment No. 1 hold at least 66 2/3% of the combined voting
power of the outstanding shares of Series A Preferred Stock and any Common Stock issued upon
conversion of the Series A Preferred Stock.



     NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this
Amendment No. 1, the sufficiency of which is hereby acknowledged, the parties hereto agree as set
forth below:




	 	1.	 	Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed
to them in the Investor’s Rights Agreement.
	 
	 	2.	 	Schedule A is hereby amended in its entirety as follows and ITX shall be deemed an
Investor as that term is used in the Investor’s Rights Agreement:





Investors




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series A	 	Series A	 	Aggregate
	Name of Investor	 	Preferred Shares	 	Preferred Warrant	 	Purchase Price
	Easton Hunt Capital Partners, L.P.
	 	 	612,960	 	 	 	87,040	 	 	$	3,500,000.00	 
	Easton Hunt Partners, LP
	 	 	612,960	 	 	 	87,040	 	 	$	3,500,000.00	 
	Maverick Fund, L.D.C.
	 	 	770,212	 	 	 	109,370	 	 	$	4,397,910.52	 
	Maverick Fund USA, Ltd.
	 	 	310,952	 	 	 	44,155	 	 	$	1,775,535.92	 
	Maverick Fund II, Ltd.
	 	 	670,149	 	 	 	95,161	 	 	$	3,826,550.79	 
	Mitsui & Co. Venture Partners II, L.P.
	 	 	675,148	 	 	 	95,871	 	 	$	3,855,095.96	 
	ITX International Equity Corp.
	 	 	350,263	 	 	 	49,737	 	 	$	2,000,000.00	 
	Total
	 	 	4,002,644	 	 	 	568,374	 	 	$	22,855,093.19	 






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	 	3.	 	This Amendment No. 1 may be executed in any number of original or facsimile
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one agreement. Any
counterpart or other signature to this Amendment No. 1 that is delivered by facsimile shall
be deemed for all purposes as constituting good and valid execution and delivery by such
party of this Amendment No. 1.
	 
	 	4.	 	Except as set forth herein, all other terms and conditions of the Investor’s Rights
Agreement remain the same.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.



	 	 	 	 	 
	 	CARDIOVASCULAR SYSTEMS, INC.

 	 
	 	By:  	/s/ Michael J. Kallok 	 
	 	 	Name:  	Michael J. Kallok, Ph.D. 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.



	 	 	 	 	 	 	 
	 	 	EASTON HUNT CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EHC GP, L.P. its General Partner	 	 
	 

	 	By:
	 	EHC GP, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Friedman	 	 
	 

	 	 	 	 

Name: John H. Friedman
	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	EASTON CAPITAL PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ECP GP, LLC	 	 
	 

	 	By:
	 	ECP GP, Inc., its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Friedman	 	 
	 

	 	 	 	 

Name: John H. Friedman
	 	 
	 

	 	 	 	Title: President	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s
Rights Agreement effective the date first written above.



	 	 	 	 	 
	 	MAVERICK FUND, L.D.C.

 	 
	 	By:  	Maverick Capital, Ltd.
 	 
	 	 	Its Investment Advisor 	 
	 	 	 	 
	 	By:  	/s/ Christy Wyskiel
 	 
	 	 	Name:  	Christy Wyskiel 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MAVERICK FUND USA, LTD.

 	 
	 	By:  	Maverick Capital, Ltd.
 	 
	 	 	Its Investment Advisor 	 
	 	 	 	 
	 	By:  	/s/ Christy Wyskiel
 	 
	 	 	Name:  	Christy Wyskiel 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MAVERICK FUND II, LTD.

 	 
	 	By:  	Maverick Capital, Ltd.
 	 
	 	 	Its Investment Advisor 	 
	 	 	 	 
	 	By:  	/s/ Christy Wyskiel
 	 
	 	 	Name:  	Christy Wyskiel 	 
	 	 	Title:  	Managing Director 	 
	 




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.



	 	 	 	 	 
	 	MITSUI & CO. VENTURE PARTNERS II, L.P.

 	 
	 	By:  	Mitsui & Co. Venture Partners, Inc.
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	By:  	/s/ Koichi Ando
 	 
	 	 	Name:  	Koichi Ando 	 
	 	 	Title:  	President & CEO 	 
	 




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.



	 	 	 	 	 
	 	ITX INTERNATIONAL EQUITY CORP.

 	 
	 	By:  	/s/ Takehito Jimbo
 	 
	 	 	Name:  	Takehito Jimbo 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 






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