EX-4.8






Exhibit 4.8




AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT




               THIS AMENDMENT NO. 1 TO STOCKHOLDERS 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 Holders and Investors signatory hereto.



RECITALS




               WHEREAS, this Amendment No. 1 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;



               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, Holders executing this Amendment No. 1 hold a majority of the Shares subject to the
Stockholders Agreement; and



               WHEREAS, Investors executing this Amendment No. 1 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. 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 Stockholders Agreement.
	 
	 	2.	 	Schedule I is hereby amended to include ITX as an Investor as set forth below and ITX
shall be deemed an Investor as that term is used in the Stockholders Agreement.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	No. of Shares	 	 
	 	 	 	 	 	 	No. of	 	of Series A	 	No. of Series
	 	 	No. of Shares of	 	Option/Warrant	 	Preferred	 	A Warrant
	Investor	 	Common Stock	 	Common Shares	 	Stock	 	Shares
	ITX International Equity Corp.
	 	 	0	 	 	 	0	 	 	 	350,263	 	 	 	49,737	 
	700 E. El Camino Real
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Suite 200
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mountain View, CA 94040
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	 	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




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	 	 	 	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 Stockholders
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 Stockholders
Agreement effective the date first written above.



	 	 	 	 	 
	 	COMPANY



CARDIOVASCULAR SYSTEMS, INC.

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



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



HOLDERS






	 	 	 
	 
	 	 
	APPLECREST PARTNERS LTD PARTNERSHIP
	 
	 	 
	By:

	 	/s/ Gary M. Petrucci
	 

	 	 
	 

	 	Name: Gary M. Petrucci 
	 
	 	Title: General Partner
	 
	 	 
	/s/ Gary M. Petrucci
	 
	Gary M. Petrucci
	 
	 	 
	/s/ James E. Flaherty
	 
	James E. Flaherty
	 
	 	 
	GDN HOLDINGS, LLC
	 
	 	 
	By:

	 	/s/ Glen D. Nelson
	 

	 	 
	 

	 	Name: Glen D. Nelson
	 

	 	Title: Member
	 
	 	 
	/s/ Geoffrey O. Hartzler
	 
	Geoffrey O. Hartzler, individually
and as Trustee, Geoffrey O. Hartzler
Rev. Trust dtd 1/8/97, as amended
	 
	 	 
	/s/ Michael J. Kallok
	 
	Michael J. Kallok









	 	 	 
	 

	 	 
	LEHMKUHL FAMILY LIMITED PARTNERSHIP
	 
	 	 
	By:

	 	/s/ Larry A. Lehmkuhl
	 

	 	 
	 

	 	Name: Larry A. Lehmkuhl
	 

	 	Title:
	 
	 	 
	/s/ Larry A. Lehmkuhl
	 
	Larry A. Lehmkuhl
	 
	 	 
	/s/ Judith L. Flaherty
	 
	Judith L. Flaherty
	 
	 	 
	SONORA WEB LIMITED LIABILITY PARTNERSHIP
	 
	 	 
	By:

	 	/s/ Roger J. Howe
	 

	 	 
	 

	 	Name: Roger J. Howe
	 

	 	Title:
	 
	 	 
	/s/ Roger J. Howe
	 
	Roger J. Howe, Ph. D.
	 
	 	 
	/s/ Robert J. Thatcher
	 
	Robert J. Thatcher
	 
	 	 
	/s/ Cindy M. Setum
	 
	Cindy M. Setum, Ph.D.











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               IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 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/ 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 Stockholders
Agreement effective the date first written above.





	 	 	 	 	 
	 
	 	INVESTORS
	 
	 	 	 	 
	 	 	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 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 	 



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



	 	 	 	 	 
	 	INVESTORS



ITX INTERNATIONAL EQUITY CORP.

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




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