exv10w2






Exhibit 10.2



THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION.




AMENDED AND RESTATED

WARRANT TO PURCHASE STOCK




	 	 	 

	Company:
	 	Cardiovascular Systems, Inc., a Delaware Corporation

	Number of Shares:
	 	8,493

	Class of Stock:
	 	Common Stock

	Warrant Price:
	 	$5.482 per share

	Restated Warrant
Date
	 	March 29, 2010

	Issue Date:
	 	September 12, 2008

	Expiration Date:
	 	The 10th anniversary after the Restated Warrant Date

	Credit Facility:
	 	This Warrant is issued in connection with the Term Loan
referenced in the Loan and Security Agreement dated
March 29, 2010 between Silicon Valley Bank and Company







     Reference is made to the Amended and Restated Warrant to Purchase Stock (the “Pre-Amendment
Warrant”), with an Issue Date of September 12, 2008 and a Restated Warrant Date of February 25,
2009, by Company, in favor of SVB Financial Group. This Warrant amends and restates the
Pre-Amendment Warrant.



     THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SVB FINANCIAL GROUP (SVB
Financial Group, together with any registered holder from time to time of this Warrant or any
holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to
purchase the number of fully paid and nonassessable shares of the class of securities (the
“Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to
Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in
this Warrant.



ARTICLE 1. EXERCISE.




          1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly executed
Notice of Exercise in substantially the form attached as Appendix 1 to the
principal office of the Company. Unless Holder is exercising the conversion right set forth in
Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account
designated by the Company), or other form of payment acceptable to the Company for the aggregate
Warrant Price for the Shares being purchased.




          1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1,
Holder may from time to time convert this Warrant, in whole or in part, into a number of





 









 







Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities
otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares
by (b) the fair market value of one Share. The fair market value of the Shares shall be determined
pursuant to Article 1.3.




          1.3 Fair Market Value. If the Company’s common stock is traded in a public market and
the Shares are common stock, the fair market value of each Share shall be the closing price of a
Share reported for the business day immediately before Holder delivers its Notice of Exercise to
the Company. If the Company’s common stock is traded in a public market and the Shares are
preferred stock, the fair market value of a Share shall be the closing price of a share of the
Company’s common stock reported for the business day immediately before Holder delivers its Notice
of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to
the effectiveness of the Company’s initial public offering, the initial “price to public” per share
price specified in the final prospectus relating to such offering), in both cases, multiplied by
the number of shares of the Company’s common stock into which a Share is convertible in accordance
with the Company’s Articles of Incorporation. If the Company’s common stock is not traded in a
public market, the Board of Directors of the Company shall determine fair market value in its
reasonable good faith judgment.




          1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or
converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant
Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this
Warrant has not been fully exercised or converted and has not expired, a new Warrant representing
the Shares not so acquired.




          1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss,
theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and
amount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant,
the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.




          1.6 Treatment of Warrant Upon Acquisition of Company.




               1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale,
license, or other disposition of all or substantially all of the assets of the Company, or any
reorganization, consolidation, or merger of the Company where the holders of the Company’s
securities before the transaction beneficially own less than 50% of the outstanding voting
securities of the surviving entity after the transaction.



               1.6.2 Treatment of Warrant at Acquisition.


A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition
that is not an asset sale and in which the sole consideration is cash, either (a) Holder shall
exercise its conversion or purchase right under this Warrant and such exercise will be deemed
effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to
exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The
Company shall provide Holder with written notice of its request relating to the foregoing (together
with such reasonable information as Holder may request in connection with





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such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder
not less than ten (10) days prior to the closing of the proposed Acquisition.



B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition
that is an “arms length” sale of all or substantially all of the Company’s assets (and only its
assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset
Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and
such exercise will be deemed effective immediately prior to the consummation of such Acquisition or
(b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration
Date if the Company continues as a going concern following the closing of any such True Asset Sale.
The Company shall provide Holder with written notice of its request relating to the foregoing
(together with such reasonable information as Holder may request in connection with such
contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less
than ten (10) days prior to the closing of the proposed Acquisition.



C) Upon the closing of any Acquisition other than those particularly described in subsections
(A) and (B) above, the successor entity shall assume the obligations of this Warrant, and this
Warrant shall be exercisable for the same securities, cash, and property as would be payable for
the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or
number of Shares shall be adjusted accordingly.



As used herein “Affiliate” shall mean any person or entity that owns or controls directly or
indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or
is controlled by or is under common control with such persons or entities, and each of such
person’s or entity’s officers, directors, joint venturers or partners, as applicable.



ARTICLE 2. ADJUSTMENTS TO THE SHARES.




          2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the
Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without cost to Holder, the total number and kind of
securities to which Holder would have been entitled had Holder owned the Shares of record as of the
date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise
into a greater number of shares or takes any other action which increase the amount of stock into
which the Shares are convertible, the number of shares purchasable hereunder shall be
proportionately increased and the Warrant Price shall be proportionately decreased. If the
outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the number of Shares
shall be proportionately decreased.




          2.2 Reclassification, Exchange, Combinations or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall
be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of
securities and property that Holder would have received for the Shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or other event. The
Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth
the number and kind of such new securities or other property issuable upon exercise or conversion
of this Warrant as a result of such reclassification, exchange, substitution or other event that
results in a change of the number and/or class of securities issuable upon exercise or





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conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article
2 including, without limitation, adjustments to the Warrant Price and to the number of securities
or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall
similarly apply to successive reclassifications, exchanges, substitutions, or other events.




          2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of Shares
issuable upon exercise of this Warrant shall be subject to adjustment, from time to time in the
manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were
issued and outstanding on and as of the date of any such required adjustment. The provisions set
forth for the Shares in the Company’s Articles or Certificate (as applicable) of Incorporation
relating to the above in effect as of the Restated Warrant Date may not be amended, modified or
waived, without the prior written consent of Holder unless such amendment, modification or waiver
affects the rights associated with the Shares in the same manner as such amendment, modification or
waiver affects the rights associated with all other shares of the same series and class as the
Shares granted to Holder.




          2.4 No Impairment. The Company shall not, by amendment of its Articles or Certificate
(as applicable) of Incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action, seek to avoid the
observance or performance of any of the terms to be observed or performed under this Warrant by the
Company, and shall at all times in good faith assist in carrying out of all the provisions of this
Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s
rights under this Article against impairment.




          2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or
conversion of this Warrant and the number of Shares to be issued shall be rounded down to the
nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount
computed by multiplying the fractional interest by the fair market value of a full Share.




          2.6 Certificate as to Adiustments. Upon each adjustment of the Warrant Price, the
Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth
such adjustment and the facts upon which such adjustment is based. The Company shall, upon written
request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date
thereof and the series of adjustments leading to such Warrant Price.



ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.




          3.1 Representations and Warranties. The Company represents and warrants to Holder as
follows:




               (a) All Shares which may be issued upon the exercise of the purchase right represented by this
Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance,
be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and
encumbrances except for restrictions on transfer provided for herein or under applicable federal
and state securities laws.



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               (b) The Company’s capitalization table attached hereto as
 Schedule 1 is true and complete as of
the Restated Warrant Date.



          3.2 Notice of Certain Events. If at any time the Company shall plan (a) the
declaration of any dividend upon its common stock payable in cash or stock or any other
distribution to the holders of its common stock; (b) to offer for sale any shares of the Company’s
capital stock (or other securities convertible into such capital stock), other than (i) pursuant to
the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit
arrangements or equipment financings, or (iii) in connection with strategic transactions for
purposes other than capital raising; (c) any capital reorganization or reclassification of the
capital stock of the Company, or a consolidation or merger of the Company with or into, or a sale,
lease, license, or other conveyance of all or substantially all its assets to, another entity or
entities; (e) a voluntary or involuntary dissolution, liquidation or winding up of the Company; or
(f) offer holders of registration rights the opportunity to participate in an underwritten public
offering of the Company’s securities for cash; then, in any one or more of said cases, the Company
shall give Holder: (1) at least 20 days’ prior written notice of the date on which the books of the
Company shall close or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any of the matters referred to in (a)
through (e) above, and (2) in the case of any of the matters referred to in (c) through (e) above,
at least 20 days’ prior written notice of the date when the same shall take place, and (3) in the
case of the matter referred to in (f) above, the same notice as is given to the holders of such
registration rights. Such notice in accordance with the foregoing clause (1) shall also specify, in
the case of any such dividend, distribution or subscription rights, the date on which the holders
of common stock shall be entitled thereto, and such notice in accordance with the foregoing clause
(2) shall also specify the date on which the holders of common stock shall be entitled to exchange
their common stock for securities or other property deliverable upon the occurrence of such event.
Company will also provide information requested by Holder reasonably necessary to enable Holder to
comply with Holder’s accounting or reporting requirements.




          3.3 Registration. The Company agrees that the Shares shall have certain “piggyback”
and “S-3” registration rights pursuant to and as set forth in the Company’s Registration Rights
Agreement dated March 16, 2009 (the “Registration Rights Agreement”), as if for such purpose Holder
(and its successors and assigns to the extent permitted hereunder) were an “Investor” (as used
therein) and the Shares were “Investor Securities” (as used therein). The provisions set forth in
the Registration Rights Agreement relating to the above in effect as of the Restated Warrant Date
may not be amended, modified or waived without the prior written consent of Holder unless such
amendment, modification or waiver affects the rights associated with the Shares in the same manner
as such amendment, modification, or waiver affects the rights associated with all other shares of
the same series and class as the Shares granted to Holder. Holder, Company and the shareholders
party to the Registration Rights Agreement have agreed, pursuant to the Registration Rights
Agreement, that Holder will become a party thereto upon Holder’s exercise or conversion of this
Warrant.




          3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not have
any rights as a shareholder of the Company until the exercise of this Warrant.



ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. Holder represents and warrants to the
Company as follows:





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          4.1  Purchase for Own Account. This Warrant and the securities to be acquired upon
exercise of this Warrant by Holder will be acquired for investment for Holder’s account, not as a
nominee or agent, and not with a view to the public resale or distribution within the meaning of
the Act. Holder also represents that Holder has not been formed for the specific purpose of
acquiring this Warrant or the Shares.




          4.2 Disclosure of Information. Holder has received or has had full access to all the
information it considers necessary or appropriate to make an informed investment decision with
respect to the acquisition of this Warrant and its underlying securities. Holder further has had an
opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of this Warrant and its underlying securities and to obtain additional
information (to the extent the Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify any information furnished to Holder or to which
Holder has access.




          4.3 Investment Experience. Holder understands that the purchase of this Warrant and
its underlying securities involves substantial risk. Holder has experience as an investor in
securities of companies in the development stage and acknowledges that Holder can bear the economic
risk of such Holder’s investment in this Warrant and its underlying securities and has such
knowledge and experience in financial or business matters that Holder is capable of evaluating the
merits and risks of its investment in this Warrant and its underlying securities and/or has a
preexisting personal or business relationship with the Company and certain of its officers,
directors or controlling persons of a nature and duration that enables Holder to be aware of the
character, business acumen and financial circumstances of such persons.




          4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning
of Regulation D promulgated under the Act.




          4.5 The Act. Holder understands that this Warrant and the Shares issuable upon
exercise or conversion hereof have not been registered under the Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of
Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares
issued upon any exercise or conversion hereof must be held indefinitely unless subsequently
registered under the Act and qualified under applicable state securities laws, or unless exemption
from such registration and qualification are otherwise available.



ARTICLE 5. MISCELLANEOUS.




          5.1 Term. This Warrant is exercisable in whole or in part at any time and from time to
time on or before the Expiration Date.




          5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or
indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in
substantially the following form:





THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND,
EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 [BELOW][OF THE WARRANT PURSUANT TO WHICH
THESE SHARES WERE ISSUED], MAY



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NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.



          5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable
upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) may not be transferred or assigned in whole or in part without compliance
with applicable federal and state securities laws by the transferor and the transferee (including,
without limitation, the delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, as reasonably requested by the Company). The Company shall not require
SVB Financial Group to provide an opinion of counsel if the transfer is to Silicon Valley Bank or
any other affiliate of SVB Financial Group. Addilionally, and without limitation on the preceding
sentence, if Holder proposes to make such a transfer or assignment in accordance with Rule 144
under the Act, in lieu of Holder providing an opinion of counsel in connection with any such
proposed transfer or assignment, Holder may provide representations and warranties in customary
form and reasonably satisfactory to the Company relating to its compliance with Rule 144, and the
Company shall cause its legal counsel to issue an opinion as to the availability of an exemption
under Rule 144 with respect to such proposed transfer or assignment.




          5.4 Transfer Procedure. Subject to the provisions of Article 5.3 and upon providing
the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or
part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable
directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided,
however, in connection with any such transfer, (a) SVB Financial Group or any subsequent Holder
will give the Company notice of the portion of the Warrant being transferred with the name, address
and taxpayer identification number of the transferee, (b) Holder will surrender this Warrant to the
Company for reissuance to the transferee(s) (and Holder if applicable), and (c) the transferee
shall agree to be bound by the restrictions on transfer contained herein and all other provisions
of this Warrant to the same extent as Holder. The Company may refuse to transfer this Warrant or
the Shares to any person who directly competes with the Company, unless, in either case, the stock
of the Company is publicly traded.




          5.5 Notices. All notices and other communications from the Company to Holder, or vice
versa, shall be deemed delivered and effective when given personally or mailed by first-class
registered or certified mail, postage prepaid, at such address as may have been furnished to the
Company or Holder, as the case may (or on the first business day after transmission by facsimile)
be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully
executed Warrant and the initial transfer described in Article 5.4 above, all notices to Holder
shall be addressed as follows until
the Company receives notice of a change of address in connection with a transfer or otherwise:




SVB Financial Group

Attn: Treasury Department

3003 Tasman Drive, HA 200

Santa Clara, CA 95054

Telephone: (408) 654-7400

Facsimile: (408) 496-2405




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Notice to the Company shall be addressed as follows until Holder receives notice of a change in
address:




Cardiovascular Systems, Inc.

Attn: Chief Financial Officer

651 Campus Drive

St. Paul, Minnesota 55112-3495

Telephone: (651) 259-1600

Facsimile: (651) 259-1696




          5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.




          5.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the
terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to
collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.




          5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date,
the fair market value of one Share (or other security issuable upon the exercise hereof) as
determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such
date, then this Warrant shall automatically be deemed on and as of such date to be converted
pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not
previously have been exercised or converted, and the Company shall promptly deliver a certificate
representing the Shares (or such other securities) issued upon such conversion to Holder.




          5.9 Counterparts. This Warrant may be executed in counterparts, all of which together
shall constitute one and the same agreement.




          5.10 Governing Law. This Warrant shall be governed by and construed in accordance with
the laws of the State of Minnesota, without giving effect to its principles regarding conflicts of
law.




[Signature page follows]





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	“COMPANY”	 	 	 	 	 	 
	 
	CARDIOVASCULAR SYSTEMS, INC.	 	 	 	 	 	 
	 
	By:

	 	/s/ David L. Martin
	 	 	 	By:
	 	/s/ Laurence L. Betterley
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: David L. Martin
	 	 	 	 	 	Name: Laurence L. Betterley
	 

	 	          (Print)
	 	 	 	 	 	          (Print)
	 

	 	Title: Chairman of the
Board, 
          President or
Vice President
	 	 	 	 	 	Title: Chief Financial
Officer,
           Secretary,
Assistant Treasurer
            or
Assistant Secretary






	 	 	 	 	 
	“HOLDER”



SVB FINANCIAL GROUP

 	 
	By:  	/s/ Derek Johnson
 	 
	 	Name:  	Derek Johnson 	 
	 	  	(Print)
 	 
	 	Title:  	
Relationship Manager 	 
	 




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