Cardiovascular Systems Inc Sample Contracts

Contract
Warrant Agreement • October 28th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota

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.

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NONQUALIFIED STOCK OPTION AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , , by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

INCENTIVE STOCK OPTION AGREEMENT CARDIOVASCULAR SYSTEMS, INC.
Incentive Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , , by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 28th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Shares CARDIOVASCULAR SYSTEMS, INC. Common Stock, No Par Value UNDERWRITING AGREEMENT
Underwriting Agreement • August 15th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York

Cardiovascular Systems Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) ___shares of its Common Stock, no par value (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional ___shares of its Common Stock, no par value (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock, no par value, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”

AMENDMENT NO. 2 TO INVESTOR’S RIGHTS AGREEMENT
Investor’s Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AMENDMENT NO. 2 TO INVESTOR’S RIGHTS AGREEMENT is entered into effective this 19th day of September, 2007 (this “Amendment No. 2”), by and among Cardiovascular Systems, Inc., a Minnesota Corporation (the “Company”) , the Series A-1 Convertible Preferred Stockholders listed on Exhibit A hereto (“Series A-1 Investors”), and the Investors signatory hereto.

AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 28th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT is entered into effective this 17th day of December, 2007 (this “Amendment No. 3”), by and among Cardiovascular Systems, Inc., a Minnesota Corporation (the “Company”), the Series B Convertible Preferred Stockholders listed on Exhibit A hereto (“Series B Investors”), and the Holders and Investors signatory hereto.

AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 17th, 2009 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus

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.

STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 28th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York

STOCKHOLDERS AGREEMENT made this 19th day of July, 2006 by and among (i) Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), (ii) certain holders of Common Stock or options or warrants to acquire Common Stock whose names are set forth under the heading “Holders” on Schedule I hereto and each person who shall, after the date hereof, acquire shares of Common Stock and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule II hereto (the persons described in this clause (ii) such persons being referred to collectively as the “Holders” and singularly as a “Holder”); (iii) those persons whose names are set forth under the heading “Investors” on Schedule I hereto (the persons described in this clause (iii) being referred to collectively as the “Investors”) and (iv) those persons whose names are set forth under the heading “Section 5 Holders” on Schedule I hereto (who shall be subject only t

PERFORMANCE UNIT AWARD (CASH SETTLED) CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Performance Unit Award Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this ___ day of , 20___, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 28th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT is entered into effective this 12th day of September, 2008 (this “Amendment No. 4”), by and among Cardiovascular Systems, Inc., a Minnesota Corporation (the “Company”), Silicon Valley Bank (“SVB”), and the Holders and Investors signatory hereto.

PERFORMANCE SHARE AWARD CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Performance Share Award Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this ___ day of , 20___, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 28th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus

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.

AMENDMENT NO. 4 TO INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • October 28th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT NO. 4 TO INVESTORS’ RIGHTS AGREEMENT is entered into effective this 12th day of September, 2008 (this “Amendment No. 4”), by and among Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), Silicon Valley Bank (“SVB”), and the Investors signatory hereto.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

This Amendment to Employment Agreement (hereafter “Amendment”) is made by and between Cardiovascular Systems, Inc. (hereafter “CSI”), and Michael J. Kallok, Ph.D. (hereafter “Kallok”).

FIRST AMENDMENT TO LEASE
Lease • January 22nd, 2008 • Cardiovascular Systems Inc

This First Amendment to Lease is made this 20th day of February, 2007, by and between Industrial Equities Group LLC (“Landlord”) and Cardiovascular Systems, Inc. (“Tenant”).

STOCK APPRECIATION RIGHTS AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Stock Appreciation Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this ___day of , 20,___, by and between Cardiovascular Systems, Inc. a Minnesota corporation (the “Company”), and (“Participant”).

RESTRICTED STOCK AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Restricted Stock Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT is made effective as of this day of , , by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota

This EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Cardiovascular Systems, Inc. (the “Corporation”) and Larry Betterley (“Employee”).

UBS UBS Financial Services Inc.
Client Agreement • May 23rd, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York

Introduction 1. This Agreement contains the terms governing an account(s) in my name for the purchase or sale of property. In the Agreement, “I,” “me” or “my” means each person who signs below. “You,” “your” or “UBS Financial Services” means UBS Financial Services Inc., its successor firms, subsidiaries, correspondents or affiliates, or employees. “Property” means all securities, including but not limited to monies, stocks, options, bonds, notes, futures, contracts, commodities, certificates of deposit and other obligations, contracts or securities.

SECOND AMENDMENT TO LEASE
Lease • January 22nd, 2008 • Cardiovascular Systems Inc

This Second Amendment to Lease is made this 9th day of March, 2007, by and between Industrial Equities Group LLC (“Landlord”) and Cardiovascular Systems, Inc. (“Tenant”).

NONQUALIFIED STOCK OPTION AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2003 STOCK OPTION PLAN
Nonqualified Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , 200 , by and between CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and (“Optionee”).

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THIRD AMENDMENT TO LEASE
Lease • January 22nd, 2008 • Cardiovascular Systems Inc

This Third Amendment to Lease is made this 26th day of September, 2007, by and between Industrial Equities Group LLC (“Landlord”) and Cardiovascular Systems, Inc. (“Tenant”).

VOTING AGREEMENT
Voting Agreement • November 13th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Delaware

This Voting Agreement (“Agreement”) is entered into as of November 3, 2008, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and [ ] (“Stockholder”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • Minnesota

This Employment Agreement (“Agreement”) is entered into effective as of the 19th day of December 2006 by and between Cardiovascular Systems, Inc., a Minnesota corporation, (“CSI”), and David L. Martin (“Executive”).

CARDIOVASCULAR SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made as of the _____ day of _________, ___, by and between CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and _______________ (the “Optionee”);

CARDIOVASCULAR SYSTEMS, INC. AGREEMENT TO CONVERT AND AMENDMENT TO THE INVESTOR’S RIGHTS AGREEMENT
Agreement to Convert and Amendment to the Investor’s Rights Agreement • December 17th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT TO CONVERT AND AMENDMENT TO THE INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is executed as of November 3, 2008 by Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and the holders of the outstanding shares of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock of the Company (collectively, the “Preferred Stock;” each holder, a “Preferred Holder,” and collectively, the “Preferred Holders”) who are signatories hereto.

CARDIOVASCULAR SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , 200 , by and between CARDIOVASCULAR SYSTEMS, INC., a Minnesota corporation (the “Company”), and (“Optionee”).

AMENDMENT NO. 1 TO INVESTOR’S RIGHTS AGREEMENT
Investor’s Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AMENDMENT NO. 1 TO INVESTOR’S RIGHTS 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 Investors signatory hereto.

UBS UBS Financial Services Inc.
Client Agreement • April 18th, 2008 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York

Introduction 1. This Agreement contains the terms governing an account(s) in my name for the purchase or sale of property. In the Agreement, “I,” “me” or “my” means each person who signs below. “You,” “your” or “UBS Financial Services” means UBS Financial Services Inc., its successor firms, subsidiaries, correspondents or affiliates, or employees. “Property” means all securities, including but not limited to monies, stocks, options, bonds, notes, futures, contracts, commodities, certificates of deposit and other obligations, contracts or securities.

LEASE
Lease Agreement • January 22nd, 2008 • Cardiovascular Systems Inc
CARDIOVASCULAR SYSTEMS, INC. INVESTOR’S RIGHTS AGREEMENT July 19, 2006
Investor's Rights Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • New York

THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 19th day of July, 2006, by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an (“Investor”) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a (“Stockholder”).

RESTRICTED STOCK UNIT AGREEMENT CARDIOVASCULAR SYSTEMS, INC. 2007 EQUITY INCENTIVE PLAN
Restricted Stock Unit Agreement • January 22nd, 2008 • Cardiovascular Systems Inc

THIS AGREEMENT, made effective as of this day of , 20 , by and between Cardiovascular Systems, Inc., a Minnesota corporation (the “Company”), and (“Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • Minnesota
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Cardiovascular Systems Inc • Minnesota

This Amended and Restated Employment Agreement (“Agreement”) is entered into effective as of the 31 day of May 2003 by and between Cardiovascular Systems, Inc., a Minnesota corporation, (“CSI”), and Michael J. Kallok, Ph.D. (“Kallok”).

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