Prepared by R.R. Donnelley Financial -- First Amendment to Amended and Restated Investors' Rights Agreement




 Exhibit 10.7 
  
 FOXHOLLOW TECHNOLOGIES, INC. 
  

FIRST AMENDMENT TO 
  
 THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
  

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Amendment”) dated May 21, 2004 (the “Effective
Date”) is made to the Amended and Restated Investors’ Rights Agreement dated February 24, 2004 (the “Rights Agreement”), by and among FoxHollow Technologies, Inc., a Delaware corporation (the “Company”) and the holders
of a majority-in-interest of the Company’s outstanding Registrable Securities (the “Existing Investors”). All defined terms used in this Amendment not otherwise defined herein shall have the same meaning as set forth in the Rights
Agreement. 
  
 WHEREAS, the Company desires to issue and sell to
certain new investors additional shares of Series E Preferred Stock, which, when aggregated with the shares of Series E Preferred Stock already sold and issued by the Company pursuant to the Series E Preferred Stock Purchase Agreement, as amended
(the “Purchase Agreement”), and the Company’s 2004 Preferred Stock Plan, results in the sale of up to 20,000,000 shares of the Company’s Series E Preferred Stock; 
  
 WHEREAS, the Purchase Agreement has been amended by the Second Amendment to the Series E Preferred Stock Purchase Agreement
of even date herewith in order to increase the number of shares of Series E Preferred Stock to be sold pursuant to the Purchase Agreement from 14,700,000 shares to up to 20,000,000 shares; 
  
 WHEREAS, certain Existing Investors are Major Holders under the Rights
Agreement and possess certain registration rights, rights of first refusal, cosale rights, information rights and other rights pursuant to the Rights Agreement; and 
  
 WHEREAS, certain Major Holders desire to waive their right of first refusal contained in the Rights Agreement in connection
with the Company’s Series E Preferred Stock financing. 
  
 NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree to amend the Rights Agreement as follows: 
  

	I.	Amendment. 

  
 A. The following provision is hereby added to the Rights Agreement as Section 6.10: 
  
 “6.10 Waiver of Right of First Refusal. The Major Holders hereby agree to waive their right of first refusal
contained herein, and the associated rights of notice, with respect to the issuance of Series E Preferred Stock as of its first issuance.” 
  

	II.	Miscellaneous. 

  
 A. Governing Law. This Amendment shall be governed by and construed and interpreted under the laws of the State of California without
reference to conflicts of law principles. 








 B. Modification. This Amendment may not be altered, amended or modified in any way except
by written consent of the Company and the holders of a majority-in-interest of the Company’s outstanding Registrable Securities. Waiver of any term or provision of this Amendment or forbearance to enforce any term or provision by any party
shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Amendment. 
  

C. Full Force and Effect. Except as amended hereby, the Rights Agreement shall remain in full force and effect. 
  
 D. Counterparts. This Amendment may be executed in
counterparts, each of which shall be declared an original, but all of which together shall constitute one and the same instrument. 
  
 [Remainder of the page intentionally left blank] 








 This Amendment to the Rights Agreement is executed as of the Effective Date. 
  

			
	FOXHOLLOW TECHNOLOGIES, INC.
		
	 By:
	 	             /s/ Robert Thomas


	 	 	 Robert Thomas

	 	 	 President and Chief Executive Officer



  
 FoxHollow Technologies,
Inc. 
 First Amendment to Amended and Restated Investors’ Right Agreement