EX-4.2






Exhibit 4.2




TERMINATION OF

FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT




     THIS TERMINATION OF FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this ‘Termination”) is
entered into as of March 16, 2009 by and among Cardiovascular Systems, Inc. (formerly known as
Replidyne, Inc.), a Delaware corporation (the “Corporation”), and the stockholders of the
Corporation signatory hereto (hereinafter referred to as the “Stockholders”).



WITNESSETH:




     WHEREAS, the Corporation and the Stockholders are parties to that certain Fourth Amended and
Restated Stockholders Agreement, dated August 17, 2005, by and among the Corporation, those
original stockholders of the Corporation listed on Schedule I thereto, those stockholders of the
Corporation listed on Schedule 2 thereto, those certain stockholders of the Corporation that from
time-to-time became party to the agreement, and the holders of certain warrants listed on Schedule
3 thereto (as amended through the date hereof, the “Stockholders Agreement”);



     WHEREAS, most of the rights of the stockholders of the Corporation party to the Stockholders
Agreement, other than registration rights, expired and terminated in connection with the initial
public offering of the Corporation;



     WHEREAS, the Corporation, the Stockholders and other stockholders of the Corporation are
entering into a new Registration Rights Agreement as of the date hereof to replace the registration
rights of the Stockholders under the Stockholders Agreement and wish to terminate the Stockholders
Agreement in connection therewith;



     WHEREAS, Article 13 of the Stockholders Agreement provides that the Stockholders Agreement may
be modified or amended pursuant to the written consent of the Corporation and the holders of a
majority of the combined voting power of the Series A Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock of the Corporation then outstanding, voting together as a single class,
held by the Investors (as defined in the Stockholders Agreement); and



     WHEREAS, there are no longer any shares of Series A Preferred Stock, Series C Preferred Stock
or Series D Preferred Stock of the Corporation outstanding, but the Stockholders executing this
Termination hold a majority of the Corporation’s common stock that was issued upon the conversion
of a majority of the combined voting power of the previously outstanding Series A Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
hereto as follows:



     1. The Stockholders Agreement is hereby terminated in its entirety. The Corporation is
released of all further liability and obligations under the Stockholders Agreement.



 









 





     2. This Termination contains the entire understanding of the parties as to the termination of
the Stockholders Agreement. No supplement, modification or amendment of this Termination shall be
binding unless in writing and executed by the Corporation and the Stockholders.



     3. This Termination shall be governed by and construed in accordance with the laws of the
State of Delaware, excluding choice of law rules thereof.



     4. This Termination may be signed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



[Remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Termination as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	CARDIOVASULAR SYSTEMS, INC.	 	 	 	JUGGERNAUT FUND, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ David L. Martin	 	 	 	By:	 	Duquesne Capital Management, L.L.C.,
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	David L. Martin	 	 	 	 	 	its Investment Manager
	Its:
	 

	Chief Executive Officer	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	/s/ Joseph W. Haleski
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Joseph W. Haleski	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HEALTHCARE VENTURES VI, L.P.	 	 	 	WINDMILL MASTER FUND, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	HealthCare Partners VI, L.P.,

its General Partner	 	 	 	By:	 	Duquesne Capital Management, L.L.C.,

its Investment Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jeffrey Steinberg	 	 	 	By:	 	/s/ Joseph W. Haleski
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey Steinberg
	 	 	 	 	 	Name:
	 	Joseph W. Haleski	 	 
	 

	 	Title:
	 	Administrative Partner
	 	 	 	 	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HEALTHCARE VENTURES VIII, L.P.	 	 	 	MORGENTHALER PARTNERS, VII, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	HealthCare Partners VIII, L.P.,

its General Partner	 	 	 	By:	 	Morgenthaler Management Partners,
VII, L.L.C.,

its Managing Partner
	By:	 	HealthCare Partners VIII, LLC,	 	 	 	 	 	 	 	 	 	 
	 	 	its General Partner	 	 	 	By:	 	 /s/ Theodore A. Laufik
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	 Theodore A. Laufik	 	 
	By:	 	/s/ Jeffrey Steinberg	 	 	 	 	 	Title:	 	 Chief Financial Officer and	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey Steinberg
	 	 	 	 	 	 	 	Managing Member	 	 
	 

	 	Title:
	 	Administrative Officer	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IRON CITY FUND, LTD.	 	 	 	PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Duquesne Capital Management, L.L.C.,	 	 	 	By:	 	/s/ Jay A. Schoenfarber
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	its Investment Manager	 	 	 	 	 	Name:	 	Jay A. Schoenfarber	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Attorney-in-Fact	 	 
	By:	 	/s/ Joseph W. Haleski	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Joseph W. Haleski	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 	 	 	 	 	 	 	 	 






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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Termination as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 
	SEQUEL LIMITED PARTNERSHIP III	 	 	 	SMITHKLINE BEECHAM PLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	Sequel Venture Partners III, L.L.C.,	 	 	 	 	 	 
	 

	 	its General Partner
	 	 	 	By:
	 	/s/ V.A. Whyte
	 

	 	 	 	 	 	 	 	Name: V.A. Whyte
	By:

	 	/s/ Daniel J. Mitchell
	 	 	 	 	 	Title: Assistant Secretary
	 

	 	Name: Daniel J. Mitchell	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ Edward Brown
	 	 	 	 	 	 	Edward Brown
	SEQUEL ENTREPRENEURS’ FUND III, L.P.	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ Henry Wendt
	By:	 	Sequel Venture Partners III, L.L.C.,	 	 	 	Henry Wendt
	 

	 	its General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	/s/ Daniel J. Mitchell	 	 	 	/s/ Todd Van Horn
	 	 	Name: Daniel J. Mitchell	 	 	 	Todd Van Horn
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ Lee Lutz
	TPG BIOTECHNOLOGY PARTNERS, L.P.	 	 	 	Lee Lutz
	 
	 	 	 	 	 	 	 	 
	By:

	 	TPG Biotechnology Genpar, L.P.	 	 	 	 	 	 
	By:

	 	TPG Biotech Advisors, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Clive Bode	 	 	 	 	 	 
	 

	 	Name: Clive Bode	 	 	 	 	 	 
	 

	 	Title: Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TPG VENTURES, L.P.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	TPG Ventures Genpar, L.P.	 	 	 	 	 	 
	By:

	 	TPG Ventures Advisors, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Clive Bode	 	 	 	 	 	 
	 

	 	Name: Clive Bode	 	 	 	 	 	 
	 

	 	Title: Vice President	 	 	 	 	 	 







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