EX-4.11







Exhibit 4.11




AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT




          THIS AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT is entered into effective this 12th day of
September, 2008 (this “Amendment No. 4”), by and among Cardiovascular Systems, Inc., a Minnesota
Corporation (the “Company”), Silicon Valley Bank (“SVB”), and the Holders and Investors signatory
hereto.




RECITALS




          WHEREAS, this Amendment No. 4 amends a 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, and 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, and 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;




          WHEREAS, the Company has agreed to issue a warrant to SVB to purchase up to 13,000 shares of
Series B Convertible Preferred Stock (the “Warrant”) pursuant to that certain Loan and Security
Agreement between SVB and the Company, dated September 12, 2008;




          WHEREAS, the Warrant provides that SVB will become a party to the Stockholders Agreement upon
the exercise or conversion of the Warrant;




          WHEREAS, on July 22, 2008, the Company’s Board of Directors approved the SVB transaction,
including the issuance of the Warrant; and




          WHEREAS, Holders executing this Amendment No. 4 hold a majority of the Shares subject to the
Stockholders Agreement; and




          WHEREAS, Investors executing this Amendment No. 4 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. 4, the sufficiency of which is hereby acknowledged, the parties hereto agree as set
forth below:





	 	1.	 	Capitalized terms not defined herein shall have the meanings ascribed to them in the
Stockholders Agreement.




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	 	2.	 	The Series B Convertible Preferred Stock to be issued pursuant to the Warrant shall be
deemed additional shares of Series A Convertible Preferred Stock for purposes of the
Stockholders Agreement.
	 
	 	3.	 	Automatically upon the exercise or conversion of the Warrant by SVB (or any successors
or permitted transferees or assigns under the Warrant) (the “Warrant Holder”), Schedule I
shall be amended to include the Warrant Holder as an Investor and the Warrant Holder shall
be deemed an Investor as that term is used in the Stockholders Agreement, only to the
extent that the Stockholders Agreement is in effect at such time.
	 
	 	4.	 	This Amendment No. 4 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. 4 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. 4.
	 
	 	5.	 	Except as set forth herein, all other terms and conditions of the Stockholders
Agreement remain the same.
	 
	 	6.	 	This Amendment No. 4 shall be effective upon the issuance of the Warrant to SVB. If
the Warrant is not so issued, this Amendment No. 4 shall have no force or effect.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 
	 	COMPANY




CARDIOVASCULAR SYSTEMS, INC.

 	 
	 	By:  	/s/ Laurence Betterley
 	 
	 	 	Name:  	Laurence Betterley 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 
	 	HOLDERS

 	 
	 	

/s/ Gary M. Petrucci
 	 
	 	Gary M. Petrucci 	 
	 
	 	      /s/ Michael J. Kallok
 	 
	 	Michael J. Kallok 	 
	 
	 	GDN HOLDINGS, LLC

 	 
	 	By:  	/s/ Glen D. Nelson
 	 
	 	 	Name:  	Glen D. Nelson 	 
	 	 	Title:  	Member 	 
	 
	 	GEOFFREY O. HARTZLER REV TRUST DTD 1/8/97, AS AMENDED

 	 
	 	By:  	/s/ Geoffrey O. Hartzler
 	 
	 	 	Name:  	Geoffrey O. Hartzler 	 
	 	 	Title:  	Trustee 	 
	 
	 	      /s/ Geoffrey O. Hartzler
 	 
	 	Geoffrey O. Hartzler 	 
	 
	 	      /s/ Roger J. Howe
 	 
	 	Roger J. Howe, Ph. D. 	 




 









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 	 	 
	 	 	INVESTORS	 	 
	 
	 	 	 	 	 	 
	 	 	EASTON HUNT CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

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

	 	By:
	 	EHC GP, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

	 	/s/ Richard P. Schneider
 

Name: Richard P. Schneider
	 	 
	 

	 	 
	 	Title: Vice President & Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EASTON CAPITAL PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ECP GP, LLC	 	 
	 

	 	By:
	 	ECP GP, Inc., its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard P. Schneider
 

Name: Richard P. Schneider
	 	 
	 

	 	 	 	Title: Vice President & Secretary	 	 






 









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 
	 	INVESTORS



MAVERICK FUND, L.D.C.

 	 
	 	By:  	Maverick Capital, Ltd.
 	 
	 	 	Its Investment Advisor 	 
	 
	 	By:  	      /s/ John T. McCafferty
 	 
	 	 	Name:  	John T. McCafferty 	 
	 	 	Title:  	Limited Partner and General Counsel 	 
	 
	 	MAVERICK FUND USA, LTD.

 	 
	 	By:  	Maverick Capital, Ltd.
 	 
	 	 	Its Investment Advisor 	 
	 
	 	By:  	      /s/ John T. McCafferty
 	 
	 	 	Name:  	John T. McCafferty 	 
	 	 	Title:  	Limited Partner and General Counsel 	 
	 
	 	MAVERICK FUND II, LTD.

 	 
	 	By:  	Maverick Capital, Ltd.
 	 
	 	 	Its Investment Advisor 	 
	 
	 	By:  	      /s/ John T. McCafferty
 	 
	 	 	Name:  	John T. McCafferty 	 
	 	 	Title:  	Limited Partner and General Counsel 	 
	 




 









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 	 	 
	 	 	INVESTORS	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






 









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 
	 	INVESTORS



ITX INTERNATIONAL EQUITY CORP.

 	 
	 	By:  	/s/ Takehito Jimbo
 	 
	 	 	Name:  	Takehito Jimbo 	 
	 	 	Title:  	President & CEO 	 
	 




 









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 
	 	INVESTORS



WHITEBOX HEDGED HIGH YIELD PARTNERS, LP

 	 
	 	By:  	/s/ Jonathan Wood
 	 
	 	 	Name:  	Jonathan Wood 	 
	 	 	Title:  	Director & COO 	 
	 




 









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 to Stockholders
Agreement effective the date first written above.




	 	 	 	 	 
	 	INVESTORS



SILICON VALLEY BANK

 	 
	 	By:  	/s/ Benjaman Johnson
 	 
	 	 	Name:  	Benjaman Johnson 	 
	 	 	Its: Deal Team Leader