exv10w2






Exhibit 10.2




AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT




     THIS AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT is entered into effective this 13th day of
February, 2009 (this “Amendment No. 5”), by and among Cardiovascular Systems, Inc., a Minnesota
Corporation (the “Company”) and the Holders and Investors signatory hereto.



RECITALS




     WHEREAS, this Amendment No. 5 amends the 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; 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; 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; and that
certain Amendment No. 4 to Stockholders Agreement, dated September 12, 2008, by and between the
Company, Silicon Valley Bank and the Holders and Investors signatory thereto;



     WHEREAS, the Company filed a Form 10 registration statement with the U.S. Securities Exchange
Commission (“SEC”) on October 28, 2008 and such registration statement became effective on December
29, 2008;



     WHEREAS, upon the effectiveness of the registration statement, the Company became subject to
the SEC periodic reporting requirements and has a class of equity securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended;



     WHEREAS the existence of the Stockholders Agreement triggers certain SEC reporting
requirements on behalf of the parties thereto and the parties hereto wish to facilitate the making
of any such reports;



     WHEREAS, Holders executing this Amendment No. 5 hold a majority of the Shares subject to the
Stockholders Agreement; and



     WHEREAS, Investors executing this Amendment No. 5 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. 5, the sufficiency of which is hereby acknowledged, the parties hereto agree as set
forth below:



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





     2. The following is added as Section 24 to the Stockholders Agreement:




“Investors’ Representatives. David L. Martin and Laurence L. Betterley,
acting together or individually, are hereby appointed the representatives of the
Investors and Holders, with full power to execute and file with the SEC and any
stock exchange or similar authority, for and on behalf of the Investors and Holders
in any and all capacities, any and all reports required to be filed under Section 13
of the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder by such Investors and Holders as a group as a consequence of their being
parties to the Stockholders Agreement, including, without limitation, reports on
Schedule 13D or Schedule 13G, and any and all amendments to such reports, with all
exhibits and any other forms or documents as may be necessary in connection with the
filing of such reports with the SEC and any stock exchange or similar authority,
granting unto said representatives full power and authority to do and perform any
and all acts for and on behalf of the Investors and Holders which may be necessary
or desirable to complete, as fully as the Investors and Holders might or could do in
person. This appointment shall expire automatically upon the closing of the
Company’s merger with Responder Merger Sub, Inc., a wholly-owned subsidiary of
Replidyne, Inc. The representatives shall provide Maverick a reasonable opportunity
to review and comment upon such Schedule 13D or Schedule 13G and each amendment
thereto prior to filing.”




	3.	 	This Amendment No. 5 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. 5 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. 5.






	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. 5 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. 5 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. Hartlzer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Geoffrey O. Hartzler	 	 
	 

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






 









 






     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 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. 5 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. 5 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/ Taro Inaba
 	 
	 	 	Name:  	Taro Inaba 	 
	 	 	Title:  	President & CEO 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 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. 5 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 	 
	 
	 	WHITEBOX COMBINED PARTNERS, LP

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