EX-4.6






Exhibit 4.6




AMENDMENT NO. 4 TO INVESTORS’ RIGHTS AGREEMENT




     THIS AMENDMENT NO. 4 TO INVESTORS’ RIGHTS 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 Investors signatory hereto.



RECITALS




     WHEREAS, this Amendment No. 4 amends an Investor’s Rights Agreement, dated July 19, 2006 (the
“Investors’ Rights Agreement”) by and between the Company and the “Investors” set forth on Schedule
A thereto and “Stockholders” set forth on Schedule B thereto, as amended by Amendment No. 1 to
Investor’s Rights Agreement, dated October 3, 2006 by and between the Company, ITX International
Equity Corp. and the “Investors” signatory thereto, and Amendment No. 2 to Investor’s Rights
Agreement, dated September 19, 2007 by and between the Company, the Series A-1 Convertible
Preferred Stockholders and the “Investors” signatory thereto, and Amendment No. 3 to Investor’s
Rights Agreement, dated December 17, 2007 by and between the Company, the Series B Convertible
Preferred Stockholders and the “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”) in connection with 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 Investor’s Rights Agreement
upon 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 the granting of registration rights thereunder pursuant
to the Investors’ Rights Agreement; and



     WHEREAS,
Investors executing this Amendment No. 4 hold at least 662/3% 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. 4, 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.	 	The Series B Convertible Preferred Stock to be issued pursuant to the Warrant shall be
deemed additional shares of Series A Preferred Stock for purposes of the Investor’s Rights
Agreement. For purposes of clarity, it is acknowledged and agreed that any shares of
Common Stock that are issued upon conversion of any such Series B Convertible




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	 	 	 	Preferred Stock shall be deemed “Series A Registrable Securities” for purposes of the
Investor’s Rights 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 A
shall be amended to add the Warrant Holder as an Investor and the Warrant Holder shall be
deemed an Investor as that term is used in the Investor’s Rights Agreement.
	 
	 	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 Investor’s Rights
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.





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



	 	 	 	 	 
	 	CARDIOVASCULAR SYSTEMS, INC.

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




 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 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/ Richard P. Schneider	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Richard P. Schneider	 	 
	 

	 	 	 	Title: Vice President and 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 and Secretary	 	 






 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 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/ 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 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 and CEO	 	 






 









 






     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 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 CEO 	 



 









 






	 	 	 	 	 




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



	 	 	 	 	 
	 	WHITEBOX HEDGED HIGH YIELD PARTNERS, LP

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



 









 






	 	 	 	 	 




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



	 	 	 	 	 
	 	WELLSPRING CAPITAL

 	 
	 	By:  	/s/ George White
 	 
	 	 	Name:  	George White 	 
	 	 	Title:  	Managing Member 	 



 









 






	 	 	 	 	 




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



	 	 	 	 	 
	 	GDN HOLDINGS LLC

 	 
	 	By:  	/s/ Glen D. Nelson
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 




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



	 	 	 	 	 
	 	SILICON VALLEY BANK

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