STOCKHOLDERS AGREEMENT

Exhibit 4.7

STOCKHOLDERS AGREEMENT

     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 to Section 5 of this Agreement and are referred to collectively herein as the “Section 5 Holders.”)

WITNESSETH:

     WHEREAS, the Holders currently own collectively six hundred fifty-one thousand, five hundred fifty-five (651,555) shares of the Common Stock, no par value per share (the “Common Stock”), of the Company, options to purchase an aggregate of one million two hundred eighty-nine thousand five hundred (1,289,500) shares of Common Stock and/or warrants to purchase an aggregate of fifty thousand eight hundred fifty (50,850) shares of Common Stock; and

     WHEREAS, the Investors are acquiring simultaneously herewith an aggregate of up to 4,378,284 shares of the Company’s Series A Convertible Preferred Stock, no par value (the “Preference Stock”), pursuant to a certain Series A Convertible Preferred Stock Purchase Agreement dated as of the date hereof, by and among the Investors and the Company (the “Purchase Agreement”).

     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Holders and the Investors agree as follows:

     1. Prohibited Transfers. The Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, all or any part of the Shares (as hereinafter defined) owned by them except in compliance with the terms of this Agreement. For purposes of this Agreement, the term “Shares” shall mean and include all (i) shares of Common Stock and Preferred Stock of the Company owned by the Holders, whether now outstanding or hereafter issued in any context, (ii) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (iii) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Holder or its successors or permitted transferees or assigns. The Company shall not transfer on its books any shares of its capital stock which are subject to this Agreement unless the provisions hereof

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have been complied with in full. Any purported transfer by a Holder of capital stock of the Company without full compliance with the provisions of this Agreement shall be null and void.

     2. Right of First Refusal on Dispositions by the Holders. If at any time any of the Holders wishes to sell, assign, transfer or otherwise dispose of any or all Shares owned by him pursuant to the terms of a bona fide offer received from a third party, he shall submit a written offer to sell such Shares to the Company and the Investors on terms and conditions, including price, not less favorable to the Company and the Investors than those on which he proposes to sell such Shares to such third party (the “Offer”). The Offer shall disclose the identity of the proposed purchaser or transferee, the Shares proposed to be sold or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within fifteen (15) days after receipt of the Offer, the Company shall give notice to the Holder of its intent to purchase all or any portion of the offered Shares on the same terms and conditions as set forth in the Offer. If, for any reason whatever, the Company shall not exercise its right to purchase all of the offered Shares as provided herein, then each of the Investors shall have the right to purchase, on the same terms and conditions set forth in the Offer, that portion of the offered Shares which the Company shall not have agreed to purchase from the Holder (all such remaining shares being referred to as the “Remaining Offered Shares”) to be determined in the manner set forth herein. Each Investor shall have the right to purchase that number of the Remaining Offered Shares as shall be equal to the aggregate Remaining Offered Shares multiplied by a fraction, the numerator of which is the number of shares of Stock (as defined in Section 7 below) of the Company then owned by such Investor (including any shares of Stock deemed to be beneficially owned by such Investor pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (“Rule 13d-3”)) and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Investors. The amount of Shares each Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor’s “Pro Rata Fraction.” Each Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event an Investor does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any Investors who so elect shall have the right to purchase, on a pro rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or Qualified Transferee. Each Investor shall act upon the Offer as soon as practicable after receipt from the Company of notice that it has not elected to purchase all of the offered Shares, and in all events within fifteen (15) days after receipt thereof. Each Investor shall have the right to accept the Offer as to all or part of the Remaining Offered Shares offered thereby. In the event that an Investor shall elect to purchase all or part of the Remaining Offered Shares covered by the Offer, said Investor shall individually communicate in writing such election to purchase to whichever of the Holders has made the Offer, which communication shall be delivered by hand or mailed to such Holder at the address set forth in Section 9 below and shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Shares covered thereby.

     In the event that the Company and the Investors, taken together, do not purchase all of the Shares offered by a Holder pursuant to and within forty-five (45) days after the Offer, each such agreement to purchase the Shares shall be deemed null and void, and such Shares may be sold by such Holder at any time within 90 days after the expiration of the Offer, but subject to the

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provisions of Section 3 below. Any such sale shall be at not less than the price and upon other terms and conditions, if any, not more favorable to the purchaser than those specified in the Offer. Any Shares not sold within such 90-day period shall continue to be subject to the requirements of a prior offer and re-sale pursuant to this Section.

     For purposes of this Section 2, a “Qualified Transferee” of an Investor shall mean any person (i) who is an Investor, (ii) who is an “affiliated person” of an Investor, as that term is defined in the Investment Company Act of 1940, (iii) who is a partner of an Investor, or (iv) who acquires at least 100,000 shares of Preference Stock (as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events).

     3. Right of Participation in Sales by Holders. If at any time any Holder wishes to sell, or otherwise dispose of any Shares owned by him to any person (the “Purchaser”) in a transaction which is subject to the provisions of Section 2 hereof and subject to the exercise of rights under such Section 2, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from said Investor at the same price per Share and on the same terms and conditions as involved in such sale or disposition by the Holder (provided that if an Investor wishes to sell Preference Stock, the price set forth in the Offer shall be appropriately adjusted based on the conversion ratio of the Preference Stock into Common Stock) the same percentage of shares of Stock owned (and deemed to be beneficially owned under Rule 13d-3) by such Investor as such sale or disposition represents with respect to said shares of Stock then owned by whichever of the Holders is selling. Each Investor wishing so to participate in any such sale or disposition shall notify the selling Holder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt thereof. In the event that an Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to the selling Holder, which communication shall be delivered by hand or mailed to such Holder at the address set forth in Section 9 below. The Holder and/or each participating Investor shall sell to the Purchaser all, or at the option of the Purchaser, any part of the Stock proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Purchaser than those originally offered; provided, however, that any purchase of less than all of such Stock by the Purchaser shall be made from the Holder and/or each participating Investor based upon a fraction, the numerator of which is the number of shares of Stock of the Company then owned by the Holder or such participating Investor (including any shares of Stock deemed to be owned under Rule 13d-3) and the denominator of which is the aggregate number of shares of Stock held by (and deemed to be held pursuant to Rule 13d-3) the Holder and all of the participating Investors. The selling Holder or Investor shall use his or its best efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Investors to participate pursuant to the terms of this Section 3. The provisions of this Section 3 shall not apply to the sale of any Shares by a Holder to an Investor pursuant to an Offer under Section 2.

     4. No Sales in Excess of 10% of a Holder’s Shares. Notwithstanding anything in Sections 1, 2 or 3 to the contrary, no Holder shall be permitted to sell in excess of 10% of his holdings in one or a series of transactions without the consent in writing from the holder or holders of a majority in interest of the Preference Stock, such majority to include Easton Xxxx

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Capital Partners, L.P. (“EHCP”) and Easton Capital Partners, LP (“ECP” and together with EHCP, “Easton”) and Maverick Fund LDC, Maverick Fund USA, Ltd., and Maverick Fund II, Ltd. (collectively, “Maverick”).

     5. Drag-Along Rights.

     (a) At any time prior to a Qualified Public Offering, in the event that (i) stockholders representing at least fifty percent (50%) of the voting power of the then outstanding shares (excluding those of the Holders and the Section 5 Holders), vote to approve any Sale Transaction (as defined below), or (ii) if after the fourth anniversary of the date hereof, the Investors holding a majority of the Preference Stock, such majority to include Easton and Maverick, request that the Holders and the Section 5 Holders vote to approve any Sales Transaction, then at the request of Easton and Maverick, each Holder and Section 5 Holder (collectively the “Drag-Along Stockholders”) will be required to (1) vote such Drag-Along Stockholders’ shares of capital stock in favor thereof, and otherwise consent to and raise no objection to such transaction, and waive any dissenters’ rights, appraisal rights or similar rights that such Drag-Along Stockholder may have in connection therewith, and (2) sell such Drag-Along Stockholder’s shares, and take all necessary and desirable actions as directed by the Board of Directors of the Company and the Investors representing at least two-thirds of the voting power of the then outstanding shares of the Investors, in connection with the consummation of such Sale Transaction, including, to the extent applicable, granting consents to such Sale Transaction under other agreements between the Company and such Drag-Along Stockholders or voting the Stock of such Drag-Along Stockholders in favor of such Sale Transaction in votes (whether at a meeting of stockholders or by written consent) provided for under the Company’s charter documents, executing a purchase agreement and selling, exchanging or otherwise transferring all of the shares of the Company’s capital stock (or warrants or other rights to subscribe for or purchase capital stock) held by such Drag-Along Stockholders; provided, however that no Drag-Along Stockholder shall be required hereunder to indemnify or otherwise accept liability to any person for damages in excess of amounts actually received by such Drag-Along Stockholder in connection with any Sale Transaction.

     (b) If a Drag-Along Stockholder fails or refuses to vote or sell, as the case may be, his, her or its shares of capital stock of the Company as required by the terms of this Section 5, the Chief Executive Officer or President of the Company shall be deemed to be (i) granted by such Drag-Along Stockholder an irrevocable proxy, coupled with an interest, to vote such Drag-Along Stockholder’s shares of capital stock in accordance with this Section 5(a), or (ii) appointed attorney-in-fact to sell (including the power to sign and deliver appropriate documentation) such Drag-Along Stockholder’s shares, all in accordance with this Section 5.

     (c) For the purposes of this Section 5, “Sale Transaction” shall mean the consolidation or merger of the Company into or with any other entity (other than with or into a wholly-owned domestic subsidiary of the Company) where the stockholders of the Company immediately prior to such transaction shall own less than 50% of the outstanding voting capital stock of the surviving entity immediately following the closing of such transaction (provided that in calculating the percentage ownership of the surviving entity, immediately following the closing of such transaction, held by the stockholders of the Company, any shares of capital stock of any other constituent entity owned by the stockholders of the Company prior to the transaction

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shall be excluded), or the sale, lease or other disposition by the Company or the Company’s stockholders of all or substantially all of its assets or exclusive license of all or substantially all the Company’s material intellectual property, in a single transaction or a series of related transactions, or the sale, exchange or transfer by the Company or the Company’s stockholders, in a single transaction or series of related transactions, of capital stock representing a majority of the voting power at elections of directors of the Company, and/or any other similar sale or reorganization transaction.

     6. Permitted Transfers.

          (i) Anything herein to the contrary notwithstanding, the provisions of Sections 1, 2 and 3 shall not apply to: (a) any transfer of Shares by a Holder by gift or bequest or through inheritance to, or for the benefit of, any member or members of his or her immediate family (which shall include any spouse, lineal ancestor or descendant or sibling) or to a trust, partnership or limited liability company for the benefit of such members; (b) any transfer of Shares by a Holder to a trust in respect of which he or she serves as trustee, provided that the trust instrument governing said trust shall provide that such Holder, as trustee, shall retain sole and exclusive control over the voting and disposition of said Shares until the termination of this Agreement; (c) any sale of Common Stock in a public offering pursuant to a registration statement filed by the Company with the Securities and Exchange Commission; and (d) any repurchase of shares of Common Stock from officers, employees, directors or consultants of the Company which are subject to restrictive stock purchase agreements under which the Company has the option to repurchase such shares upon the occurrence of certain events, including termination of employment.

          (ii) In the event of any such transfer, other than pursuant to subsection (i)(c) of this Section 6, the transferee of the Shares shall hold the Shares so acquired with all the rights conferred by, and subject to all the restrictions imposed by this Agreement, and as a condition to such transfer, each such transferee shall execute and deliver an instrument of accession in the form of Schedule II agreeing to be bound by the provisions of this Agreement.

     7. Election of Directors.

     Each of the parties hereto agrees to vote all of the Stock (as hereinafter defined) of the Company now owned or hereafter acquired by such party (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and the Company agrees to take all actions (including, but not limited to the nomination of specified persons) to cause and maintain the election to the Board of Directors of the Company, to the extent permitted pursuant to the Company’s certificate of incorporation, the following:

          (i) the holders of the Common Stock, voting as a separate class, shall be entitled to elect two (2) directors of the Company, who shall be designated by the Company and who initially shall be Xxxx Xxxxxxxx and Xxxxx Xxxx;

          (ii) the then current Chief Executive Officer of the Company;

          (iii) so long as at least 20% of the Preference Stock remains outstanding, the holders of the Preference Stock, voting as a separate class, shall be entitled to elect two (2)

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directors of the Company, and if less than 20% but at least 10% of the Preference Stock remains outstanding, the holders of the Preference Stock, voting as a separate class, shall be entitled to elect one (1) director of the Company;

          (iv) three (3) outside board members with relevant industry experience and not otherwise affiliated persons (as defined in Section 2) of the Company or of any Investor, who shall initially be Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx, and provided that any successor to any of these directors shall be mutually acceptable to the Company and to the directors elected pursuant to (iii) above, and .

     Each of the parties further covenants and agrees to vote, to the extent possible, all shares of Stock of the Company now owned or hereafter acquired by such party so that the Company’s Board of Directors shall consist of no more than eight (8) members.

     So long as Easton holds at least 20% of the Preference Stock that it originally purchased, Easton shall be entitled to designate one of the directors elected pursuant to (iii) above, who shall initially be Xxxx Xxxxxxxx (the “Easton Director”). So long as Maverick holds at least 20% of the Preference Stock that Maverick originally purchased, Maverick shall be entitled to designate one of the directors elected pursuant to (iii) above, who shall initially be Xxxxxxx Xxxxxxx. In the event that either Easton or Maverick loses its right to designate a director by falling below the 20% threshold stated in the preceding sentences of this paragraph, the director or directors to be elected to fill the resulting vacancy or vacancies shall be determined by majority vote of the holders of the Preference Stock.

     In the absence of any designation from the persons or groups so designating directors as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

     No party hereto shall vote to remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the persons or groups so designating directors as specified above so vote, and, if such persons or groups so vote then the non-designating party or parties shall likewise so vote.

     Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person designated under this Section 7 shall be filled by another person designated in a manner so as to preserve the constituency of the Board as provided above.

     8. Board Observer Rights. The Company shall invite Mitsui & Co. Venture Partners II, L.P. (“Mitsui”) to send its representative to attend in a nonvoting observer capacity all meetings of the Company’s Board of Directors and committees thereof and, in this respect, shall give Mitsui copies of all notices, minutes, consents and other material that it provides to its Directors and committee members; provided, however, that the Company reserves the right to exclude Mitsui’s representative from access to any material or meeting or portion thereof if the Company believes in good faith based on advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to comply with the board’s fiduciary duties.

     9. Termination. This Agreement, and the respective rights and obligations of the parties hereto, shall terminate upon the earlier of (i) the completion of a fully underwritten, firm

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commitment public offering pursuant to an effective registration under the Securities Act covering the offering or sale by the Company of its Common Stock in which (x) the net proceeds received by the Company shall be at least $40 million, and (y) the price paid by the public for such shares shall be at least three (3) times the original purchase price per share paid to the Company for the Preference Stock pursuant to the Purchase Agreement (appropriately adjusted to reflect any subdivision or combination of the Common Stock) (a “Qualified Public Offering) and (ii) such time as less than 20% of the Preference Stock remains outstanding, provided that in the event of termination pursuant to this clause (ii) each Investor holding Preference Stock shall continue to have the right of participation set forth in Section 3 hereof with respect to any proposed sale or disposition by a Holder of more than 25% of that Holder’s Shares and each of the parties hereto shall continue to comply with Section 7 to elect one person to represent the Investors until less than 10% of the Preference Stock remains outstanding.

     10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered or mailed by first class, registered or certified mail (air mail if to or from outside the United States), return receipt requested, postage prepaid, if to each Holder at his respective address set forth on Schedule I hereto or on the Instrument of Accession pursuant to which he became a party to this Agreement, and if to the Investors, at their respective addresses set forth on Schedule I hereto or to such other address as the addressee shall have furnished to the other parties hereto in the manner prescribed by this Section 10.

     11. Lock-up Agreement. Each of the Holders and the Investors hereby agrees in connection with a Qualified Public Offering, upon the request of the principal underwriter managing the initial public offering of the Company, not to sell publicly any Shares held immediately prior to the effectiveness of the registration statement for such initial public offering without the prior written consent of such underwriter for a period of time (not to exceed one hundred eighty (180) days) from the consummation of such Qualified Public Offering as the underwriter may specify, in all events subject to all relevant provisions of that certain Investor Rights Agreement dated as of the date hereof.

     12. Failure to Deliver Shares. If a Holder becomes obligated to sell any Shares owned by, or held for the benefit of, such Holder to an Investor or a Qualified Transferee under this Agreement and fails to deliver such shares in accordance with the terms of this Agreement, such Investor may, at its option, in addition to all other remedies it may have, send to the Company for the benefit of such Holder the purchase price for such Shares as is herein specified. Thereupon, the Company upon written notice to said Holder, (a) shall cancel on its books the certificate(s) representing the Shares to be sold and (b) shall issue, in lieu thereof, in the name of such Investor, a new certificate(s) representing such Shares, and thereupon all of said Holder’s rights in and to such shares shall terminate. The Company may exercise a similar remedy in enforcing its rights under Section 2. If a Holder transfers any shares to a Purchaser in violation of this Agreement, the Company may, at the election of a majority of the disinterested members of the Board of Directors, cancel on the books of the Company any shares of capital stock then held by such Holder, and any such breaching Holder agrees to purchase from the Purchasers and any transferee a number of shares of capital stock equal to the amount so transferred in violation of this Agreement.

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     13. Specific Performance. The rights of the parties under this Agreement are unique and, accordingly, the parties shall, in addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by actions for specific performance to the extent permitted by law.

     14. Legend. The certificates representing the Shares shall bear on their face a legend indicating the existence of the restrictions imposed hereby.

     15. Entire Agreement. This Agreement and the Purchase Agreement (including any and all exhibits, schedules and other instruments contemplated thereby) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings between them or any of them as to such subject matter.

     16. Waivers and Further Agreements. Any of the provisions of this Agreement may be waived by an instrument in writing executed and delivered by Investors holding at least two-thirds in interest of the Common Stock (including shares of Common Stock into which any shares of Preference Stock are convertible) then held or deemed to be held by all Investors. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be effective if and to the extent that such waiver grants to any one or more Investors any rights more favorable than any rights granted to all other Investors or otherwise treats any one or more Investors differently than all other Investors and in no event shall the provisions of Section 8 be waived without the prior written consent of Mitsui.

     17. Amendments. Except as otherwise expressly provided herein, this Agreement may not be amended except by an instrument in writing executed by (i) the Company, (ii) Investors holding at least a majority in interest of the shares of Common Stock issued or issuable to the Investors (including shares of Common Stock into which any shares of Preference Stock are convertible), such majority to include Easton and Maverick, and (iii) Holders holding a majority of the Shares subject to this Agreement. Notwithstanding the foregoing, no amendment approved in accordance with clause (i) above shall be effective if and to the extent that such amendment creates any additional affirmative obligations to be complied with by any or all of the Investors and in no event shall Section 8 be amended without the prior written consent of Mitsui.

     18. Assignment; Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted transferees, except as may be expressly provided otherwise herein.

     19. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this

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Agreement and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

     20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     21. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     22. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the General Corporation Law of the State of New York as to matters within the scope thereof, and as to all other matters shall be construed and enforced in accordance with and governed by the internal laws of the State of New York, without regard to its principles of conflicts of laws.

     23. Additional Parties. Any purchaser of Preference Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering to the Company a counterpart to this Agreement. Upon such execution and delivery, such purchaser shall be deemed to be an “Investor” hereunder with all of the rights and obligations thereof.

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     IN WITNESS WHEREOF, the undersigned have executed this Stockholders Agreement as a sealed instrument as of the day and year first above written.

	COMPANY CARDIOVASCULAR SYSTEMS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Executive Officer and President

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     IN WITNESS WHEREOF, the undersigned have executed this Stockholders Agreement as a sealed instrument as of the day and year first above written.

		INVESTORS
		EASTON XXXX CAPITAL PARTNERS, L.P.
		By:		EHC GP, L.P. its General Partner
		By:		EHC GP, Inc., its General Partner
		By:		/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: XX
		XXXXXX CAPITAL PARTNERS, LP
		By:		ECP GP, LLC
		By:		ECP GP, Inc., its Manager
		By:		/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: VP

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     IN WITNESS WHEREOF, the undersigned have executed this Stockholders Agreement as a sealed instrument as of the day and year first above written.

		INVESTORS
		MAVERICK FUND, L.D.C.
		By:		Maverick Capital, Ltd.
				Its Investment Advisor
		By:		/s/ Xxxx X. XxXxxxxxxx
				Name: Xxxx X. XxXxxxxxxx
				Title: Limited Partner & General Counsel
		MAVERICK FUND USA, LTD.
		By:		Maverick Capital, Ltd.
				Its Investment Advisor
		By:		/s/ Xxxx X. XxXxxxxxxx
				Name: Xxxx X. XxXxxxxxxx
				Title: Limited Partner & General Counsel
		MAVERICK FUND II, LTD.
		By:		Maverick Capital, Ltd.
				Its Investment Advisor
		By:		/s/ Xxxx X. XxXxxxxxxx
				Name: Xxxx X. XxXxxxxxxx
				Title: Limited Partner & General Counsel

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     IN WITNESS WHEREOF, the undersigned have executed this Stockholders Agreement as a sealed instrument as of the day and year first above written.

		INVESTORS
		MITSUI & CO. VENTURE PARTNERS II, L.P.
		By:		Mitsui & Co. Venture Partners, Inc.
				Its General Partner
		By:		/s/ Xxxxxx Xxxx
				Name: Xxxxxx Xxxx
				Title: President & CEO

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     IN WITNESS WHEREOF, the undersigned have executed this Stockholders Agreement as a sealed instrument as of the day and year first above written.

HOLDERS
APPLECREST PARTNERS LTD PARTNERSHIP						XXXXXXXX FAMILY LIMITED PARTNERSHIP
By:		/s/ Xxxx X. Xxxxxxxx				By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx						Name: Xxxxx X. Xxxxxxxx
		Title: General Partner						Title: General Partner
/s/ Xxxxx X. Xxxxxxxx						/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx						Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx						/s/ Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx						Xxxx X. Xxxxxxxx
GDN HOLDINGS, LLC						SONORA WEB LIMITED LIABILITY PARTNERSHIP
By:		/s/ Xxxx Xxxxxxxxxx				By:		/s/ Xxxxx X. Xxxx
		Name: Xxxx Xxxxxxxxxx						Name: Xxxxx X. Xxxx
		Title: Attorney-in-fact for Xxxx X. Xxxxxx, Governor           and Chief Managing Member						Title: CEO
						/s/ Xxxxx X. Xxxx
						Xxxxx X. Xxxx, Ph. D.
/s/ Xxxxxxxx X. Xxxxxxxx						/s/ Xxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx, individually and as Trustee,						Xxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx Rev. Trust dtd 1/8/97, as amended
/s/ Xxxxxxx X. Xxxxxx						/s/ Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx						Xxxxx X. Xxxxx, Ph.D.

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     IN WITNESS WHEREOF, the undersigned have executed this Stockholders Agreement as a sealed instrument as of the day and year first above written.

	SECTION 5 HOLDERS
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx, Ph.D.
		Title:	Attorney-in-fact for Section 5 Holders set forth on Schedule I

SCHEDULE I

CARDIOVASCULAR SYSTEMS, INC.

SCHEDULE OF HOLDERS AND INVESTORS

		No. of
		Shares of				No. of				No. of Shares
		Common				Option/Warrant				of Series A				No. of Series A
Names and Addresses		Stock				Common Shares				Preferred Stock				Warrant Shares
HOLDERS
Applecrest Partners LTD Partnership Attn. Xxxx Xxxxxxxx, General Partner 0000 Xxxxxx Xxxx 00 Xxxx Xxxx, XX 00000			50,000				0				0				0
Xxxxx X. Xxxxxxxx & Xxxxxx X. Xxxxxxxx JTWROS 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000			5,000				105,000				0				0
GDN Holdings, LLC Attn: Xxxx X. Xxxxxx 000 Xxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000			49,167				2,000				131,349				18,652
Xxxxxxxx X. Xxxxxxxx, TTEE      Xxxxxxxx X. Xxxxxxxx Rev Trust dtd 1/8/97, as amended 0000 Xxxxxx Xxxx Xxxxxxx Xxxxx, XX 00000			177,063				3,600				0				0
Xxxxxxxx X. Xxxxxxxx 0000 Xxxxxx Xxxx Xxxxxxx Xxxxx, XX 00000			0				119,000				0				0
Xxxxxxx X. Xxxxxx(1) 0000 00xx Xxxxxxx XX Xx. Xxxx, XX 00000			5,000				405,500				0				0

Stockholders Agreement – Page 17

		No. of
		Shares of				No. of				No. of Shares
		Common				Option/Warrant				of Series A				No. of Series A
Names and Addresses		Stock				Common Shares				Preferred Stock				Warrant Shares
Xxxxxxxx Family Limited Partnership 000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000			58,000				0				0				0
Xxxxx X. Xxxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000			0				95,000				0				0
Xxxx X. Xxxxxxxx(2) c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxx. 000 Xxxxxxxxxxx, XX 00000-0000			265,825				311,250				36,124				5,130
Sonora Web Limited Liability Partnership Attn. Xxxxx X. Xxxx, Ph.D. 0000 Xxxx Xxxxxxxx Xxxxx, Xxx. 000 Xxx Xxxxx, XX 00000			41,500				13,000				0				0
Xxxxx X. Xxxx, Ph.D. 0000 Xxxx Xxxxxxxx Xxxxx, Xxx. 000 Xxx Xxxxx, XX 00000			0				135,000				0				0
Xxxxxx X. Xxxxxxxx 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000			0				100,000				0				0
Xxxxx X. Xxxxx, Ph.D. 00000 00xx Xxx. X. Xxxxxxxx, XX 00000			0				75,000				0				0
Totals Held by Holders			651,555				1,364,350				167,473				23,782

(1)		Includes 5,000 shares of Common Stock and a warrant to purchase 500 shares held by Xxxxxxx Xxxxxx & Co., Inc. Cust. FBO Xxxxxxx X. Xxxxxx XXX.
(2)		Includes 39,080 shares of Common Stock and warrants to purchase 11,250 shares held by USB Xxxxx Xxxxxxx Cust. FBO Xxxx X. Xxxxxxxx XXX; Series A Stock and Series A warrants also held by USB Xxxxx Xxxxxxx Cust. FBO Xxxx X. Xxxxxxxx XXX.

Stockholders Agreement – Page 18

		No. of
		Shares of				No. of				No. of Shares
		Common				Option/Warrant				of Series A				No. of Series A
Names and Addresses		Stock				Common Shares				Preferred Stock				Warrant Shares
SECTION 5 HOLDERS
Xxxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxxx, XX 00000			5,000				0				7,226				1,026
Xxxxxx X. Xxxxxx 0000 Xxxxxx Xxxxx Xx. Xxxxxxx, XX 00000			2,500				0				17,890				2,540
Xxxxxxx X. Xxxxx Investments, LLC 0000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxxxx, XX 00000			0				0				15,443				2,193
Loyal X. Xxxxxxxx, Xx. 0000 Xxxxxxxxx Xx. Xxxxxx, XX 00000			25,000				0				20,564				2,920
Xxxx X. Xxxxxxxx 00000 Xxxxxxxxxxx Xx. Xxxxxx, XX 00000			5,000				500				7,203				1,023
Xxxxx X. Xxxxxxxx 000 Xxxxxx Xxxxxxx Xx., #000 Xxxxxxxx, XX 00000			0				0				1,027				146
Xxxxxxx X. Xxxxxxxxx 0000 00xx Xxxxxxx Xxx Xxxxxxxx, XX 00000			99,883				17,450				35,937				5,103
Xxxxx Xxxxx 000 Xxx Xxx Xxxxxx Xxxxx Xxxxxxx, XX 00000			40,000				0				10,260				1,457
Xxxx Xxxxxx-Xxxxxxx and Xxxxxxx Xxxxxxx JTWROS 0000 Xxxxxxxxxx Xxxx Xxxx Xxxxxx, XX 00000			0				0				35,805				5,084
Xxxxxx Xxxxxxxx 00000 Xxxxxxxxx Xxxx Xxxxx Xxxx, XX 00000			0				0				20,444				2,903
Xxxxxxx X. Xxxxxx 00 X. 0xx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000			0				0				8,949				1,271
Xxx X. Xxxxx 000 X. 0xx Xx., Xxx 000 Xxxxxxxxxxxx, XX 00000			0				0				4,478				636

Stockholders Agreement – Page 19

		No. of
		Shares of				No. of				No. of Shares
		Common				Option/Warrant				of Series A				No. of Series A
Names and Addresses		Stock				Common Shares				Preferred Stock				Warrant Shares
Xxxxxx X. Xxxxxx 0000 Xxxxxx Xxx. X. Xxxxxxxxxxx, XX 00000			84,500				1,800				8,947				1,270
Xxxxxxx X. Xxxxxx 00 Xxxxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000			27,500				0				4,473				635
Xxxx X. Xxxxxxxx 00000 Xxxx Xxx. X. Xxxxxxxxxxx, XX 00000			0				0				10,216				1,451
Xxxxx Xxxxxx and Xxxx Xxxxxx JTWROS 00000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx, XX 00000			12,500				0				8,943				1,270
Xxxxx X. Xxxx 0000 Xxxxxxxx Xx. X. Xxxxxxxxxxx, XX 00000-0000			58,500				0				3,064				435
Xxxxxxx X. Xxxxxxx 0000 Xxxxxxxxxx Xxxxx Xxx Xxxxxx, XX 00000			0				0				15,320				2,175
CSI Investment, LLC Attn: Xxxxxx X. Xxxx, Chief Manager 0000 Xxxxxxxx Xxx. X. Xxxxxxxxx, XX 00000			0				0				16,402				2,329
Xxxxxx Xxxxxxx 0000 Xxxx Xxxx Xxxxx, XX 00000			0				0				3,569				507
Xxxxxx X. XxXxxx, Xx. 00000 00xx Xxx. X. Xxxxxxxx, XX 00000			0				0				5,351				760
Xxxxxxx Xxxxxx 00000 Xxxxxx Xxxx 0 Xxxxxxxx Xxxx, XX 00000			50,000				5,000				8,943				1,270
Xxxxxxx Xxxxxx 0000 Xxxx Xxxxxx Xxx., #000 Xxxxxx, XX 00000			0				0				44,474				6,315
H. Xxxxx Xxxxxxxxx 00000 X. Xxxxx Xxx. Xxxxxx, XX 00000			0				0				22,208				3,154

Stockholders Agreement – Page 20

		No. of
		Shares of				No. of				No. of Shares
		Common				Option/Warrant				of Series A				No. of Series A
Names and Addresses		Stock				Common Shares				Preferred Stock				Warrant Shares
H. Xxxxx Xxxxxxxxx, Trustee,      X. X. Xxxxxxxxx, Inc. Profit Sharing Plan and Trust 00000 X. Xxxxx Xxx. Xxxxxx, XX 00000			0				0				13,325				1,892
H. Xxxxx Xxxxxxxxx, Trustee,      X. X. Xxxxxxxxx, Inc. Pension Plan and Trust 00000 X. Xxxxx Xxx. Xxxxxx, XX 00000			0				0				8,883				1,261
TMP, LLP 0000 Xxxxxx Xxxxx Xx. Xxxxxxxxxx, XX 00000			106,550				7,000				53,217				7,557
Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx JTWROS 000 Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxxx, XX 00000			0				0				17,657				2,507
Xxxxxx X. Xxxxx Xxx Xxxxxxx Xxxxxx Xxxxx Xxxx, XX 00000			0				0				8,815				1,252
Xxxxx X. Xxxxx Investments, LLC 0 Xxxxxxx Xxxx Xxxxx Xxxx, XX 00000			0				0				5,281				750
Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxxx Xxx. Xxxxxxxx, XX 00000			0				0				4,387				623
Xxxxxxx X. Xxxxxxx 0000 Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000			152,464				0				0				0
Xxxx X. Xxxxxx 00000 Xxxxxx Xx. 00 Xxxxxxx, XX 00000			100,000				0				0				0
T. Xxxxx Xxxxx 000 X. 00xx Xx., #00 Xxx Xxxx, XX 00000-0000			3,500				0				0				0
Gegax Investments, LLC Gegax Management Systems X.X. Xxx 00000 Xxxxxxxxxxx, XX 00000			3,640				0				0				0
Totals Held by Section 5 Holders			776,537				31,750				448,701				63,715

Stockholders Agreement – Page 21

		No. of
		Shares of				No. of				No. of Shares
		Common				Option/Warrant				of Series A				No. of Series A
Names and Addresses		Stock				Common Shares				Preferred Stock				Warrant Shares
INVESTORS
Easton Xxxx Capital Partners, L.P. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000			0				0				612,960				87,040
Easton Capital Partners, L.P. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000			0				0				612,960				87,040
Maverick Fund, L.D.C. 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000			0				0				770,212				109,370
Maverick Fund USA, Ltd. 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000			0				0				310,952				44,155
Maverick Fund II, Ltd. 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000			0				0				670,149				95,161
Mitsui & Co. Venture Partners 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000			0				0				675,268				95,888
Total Held by Investors			0				0				3,652,501				518,654