TERMINATION OF FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Exhibit 4.2
TERMINATION OF
FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS TERMINATION OF FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this ‘Termination”) is
entered into as of March 16, 2009 by and among Cardiovascular Systems, Inc. (formerly known as
Replidyne, Inc.), a Delaware corporation (the “Corporation”), and the stockholders of the
Corporation signatory hereto (hereinafter referred to as the “Stockholders”).
WHEREAS, the Corporation and the Stockholders are parties to that certain Fourth Amended and
Restated Stockholders Agreement, dated August 17, 2005, by and among the Corporation, those
original stockholders of the Corporation listed on Schedule I thereto, those stockholders of the
Corporation listed on Schedule 2 thereto, those certain stockholders of the Corporation that from
time-to-time became party to the agreement, and the holders of certain warrants listed on Schedule
3 thereto (as amended through the date hereof, the “Stockholders Agreement”);
WHEREAS, most of the rights of the stockholders of the Corporation party to the Stockholders
Agreement, other than registration rights, expired and terminated in connection with the initial
public offering of the Corporation;
WHEREAS, the Corporation, the Stockholders and other stockholders of the Corporation are
entering into a new Registration Rights Agreement as of the date hereof to replace the registration
rights of the Stockholders under the Stockholders Agreement and wish to terminate the Stockholders
Agreement in connection therewith;
WHEREAS, Article 13 of the Stockholders Agreement provides that the Stockholders Agreement may
be modified or amended pursuant to the written consent of the Corporation and the holders of a
majority of the combined voting power of the Series A Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock of the Corporation then outstanding, voting together as a single class,
held by the Investors (as defined in the Stockholders Agreement); and
WHEREAS, there are no longer any shares of Series A Preferred Stock, Series C Preferred Stock
or Series D Preferred Stock of the Corporation outstanding, but the Stockholders executing this
Termination hold a majority of the Corporation’s common stock that was issued upon the conversion
of a majority of the combined voting power of the previously outstanding Series A Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
hereto as follows:
1. The Stockholders Agreement is hereby terminated in its entirety. The Corporation is
released of all further liability and obligations under the Stockholders Agreement.
2. This Termination contains the entire understanding of the parties as to the termination of
the Stockholders Agreement. No supplement, modification or amendment of this Termination shall be
binding unless in writing and executed by the Corporation and the Stockholders.
3. This Termination shall be governed by and construed in accordance with the laws of the
State of Delaware, excluding choice of law rules thereof.
4. This Termination may be signed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Termination as of
the day and year first above written.
CARDIOVASULAR SYSTEMS, INC. | JUGGERNAUT FUND, L.P. | |||||||||||||
/s/ Xxxxx X. Xxxxxx | By: | Duquesne Capital Management, L.L.C., | ||||||||||||
By: | Xxxxx X. Xxxxxx | its Investment Manager | ||||||||||||
Its: | Chief Executive Officer | |||||||||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||||||||
Title: | Vice President | |||||||||||||
HEALTHCARE VENTURES VI, L.P. | WINDMILL MASTER FUND, L.P. | |||||||||||||
By: | HealthCare Partners VI, L.P., its General Partner |
By: | Duquesne Capital Management, L.L.C., its Investment Manager |
|||||||||||
By: | /s/ Xxxxxxx Xxxxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxx | |||||||||||
Name: | Xxxxxxx Xxxxxxxxx | Name: | Xxxxxx X. Xxxxxxx | |||||||||||
Title: | Administrative Partner | Title: | Vice President | |||||||||||
HEALTHCARE VENTURES VIII, X.X. | XXXXXXXXXXXX PARTNERS, VII, L.P. | |||||||||||||
By: | HealthCare Partners VIII, L.P., its General Partner |
By: | Xxxxxxxxxxxx Management Partners,
VII, L.L.C., its Managing Partner |
|||||||||||
By: | HealthCare Partners VIII, LLC, | |||||||||||||
its General Partner | By: | /s/ Xxxxxxxx X. Xxxxxx | ||||||||||||
Name: | Xxxxxxxx X. Xxxxxx | |||||||||||||
By: | /s/ Xxxxxxx Xxxxxxxxx | Title: | Chief Financial Officer and | |||||||||||
Name: | Xxxxxxx Xxxxxxxxx | Managing Member | ||||||||||||
Title: | Administrative Officer | |||||||||||||
IRON CITY FUND, LTD. | PERSEUS-XXXXX BIOPHARMACEUTICAL FUND, LP | |||||||||||||
By: | Duquesne Capital Management, L.L.C., | By: | /s/ Xxx X. Xxxxxxxxxxxx | |||||||||||
its Investment Manager | Name: | Xxx X. Xxxxxxxxxxxx | ||||||||||||
Title: | Attorney-in-Fact | |||||||||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||||||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||||||||
Title: | Vice President |
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Termination as of
the day and year first above written.
SEQUEL LIMITED PARTNERSHIP III | SMITHKLINE XXXXXXX PLC | |||||||
By:
|
Sequel Venture Partners III, L.L.C., | |||||||
its General Partner | By: | /s/ V.A. Xxxxx | ||||||
Name: V.A. Xxxxx | ||||||||
By:
|
/s/ Xxxxxx X. Xxxxxxxx | Title: Assistant Secretary | ||||||
Name: Xxxxxx X. Xxxxxxxx | ||||||||
Title: | ||||||||
/s/ Xxxxxx Xxxxx | ||||||||
Xxxxxx Xxxxx | ||||||||
SEQUEL ENTREPRENEURS’ FUND III, L.P. | ||||||||
/s/ Xxxxx Xxxxx | ||||||||
By: | Sequel Venture Partners III, L.L.C., | Xxxxx Xxxxx | ||||||
its General Partner | ||||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | /s/ Xxxx Xxx Xxxx | ||||||
Name: Xxxxxx X. Xxxxxxxx | Xxxx Xxx Xxxx | |||||||
Title: | ||||||||
/s/ Xxx Xxxx | ||||||||
TPG BIOTECHNOLOGY PARTNERS, L.P. | Xxx Xxxx | |||||||
By:
|
TPG Biotechnology Genpar, L.P. | |||||||
By:
|
TPG Biotech Advisors, LLC | |||||||
By:
|
/s/ Xxxxx Xxxx | |||||||
Name: Xxxxx Xxxx | ||||||||
Title: Vice President | ||||||||
TPG VENTURES, L.P. | ||||||||
By:
|
TPG Ventures Genpar, L.P. | |||||||
By:
|
TPG Ventures Advisors, LLC | |||||||
By:
|
/s/ Xxxxx Xxxx | |||||||
Name: Xxxxx Xxxx | ||||||||
Title: Vice President |
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