AMENDMENT NO. 1 TO INVESTOR’S RIGHTS AGREEMENT
EXHIBIT 4.3
AMENDMENT NO. 1 TO INVESTOR’S RIGHTS AGREEMENT
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.
RECITALS
WHEREAS, this Amendment No. 1 amends an Investor’s Rights Agreement, dated July 19, 2006 (the
“Investor’s Rights Agreement”) by and between the Company and the “Investors” set forth on Schedule
A thereto and “Stockholders” set forth on Schedule B thereto;
WHEREAS, the Company has agreed to sell 350,263 shares of Series A Convertible Preferred Stock
and a warrant to purchase up to 49,737 shares of Series A Convertible Preferred Stock to ITX in
accordance with the terms of that certain Stock Purchase Agreement by and between the Company and
ITX of even date herewith (the “Stock Purchase Agreement”);
WHEREAS, on September 25, 2006, the Company’s Board of Directors approved the sale of
$2,000,000 of Series A Convertible Preferred Stock to ITX and the transactions contemplated by the
Stock Purchase Agreement including this Amendment No. 1; and
WHEREAS, Investors executing this Amendment No. 1 hold at least 66 2/3% of the combined voting
power of the outstanding shares of Series A Preferred Stock and any Common Stock issued upon
conversion of the Series A Preferred Stock.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this
Amendment No. 1, the sufficiency of which is hereby acknowledged, the parties hereto agree as set
forth below:
| 1. | Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Investor’s Rights Agreement. | ||
| 2. | Schedule A is hereby amended in its entirety as follows and ITX shall be deemed an Investor as that term is used in the Investor’s Rights Agreement: |
Investors
| Series A | Series A | Aggregate | ||||||||||
| Name of Investor | Preferred Shares | Preferred Warrant | Purchase Price | |||||||||
Easton Xxxx Capital Partners, L.P. |
612,960 | 87,040 | $ | 3,500,000.00 | ||||||||
Easton Xxxx Partners, LP |
612,960 | 87,040 | $ | 3,500,000.00 | ||||||||
Maverick Fund, L.D.C. |
770,212 | 109,370 | $ | 4,397,910.52 | ||||||||
Maverick Fund USA, Ltd. |
310,952 | 44,155 | $ | 1,775,535.92 | ||||||||
Maverick Fund II, Ltd. |
670,149 | 95,161 | $ | 3,826,550.79 | ||||||||
Mitsui & Co. Venture Partners II, L.P. |
675,148 | 95,871 | $ | 3,855,095.96 | ||||||||
ITX International Equity Corp. |
350,263 | 49,737 | $ | 2,000,000.00 | ||||||||
Total |
4,002,644 | 568,374 | $ | 22,855,093.19 | ||||||||
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| 3. | This Amendment No. 1 may be executed in any number of original or facsimile counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Any counterpart or other signature to this Amendment No. 1 that is delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery by such party of this Amendment No. 1. | ||
| 4. | Except as set forth herein, all other terms and conditions of the Investor’s Rights Agreement remain the same. |
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.
| CARDIOVASCULAR SYSTEMS, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx, Ph.D. | |||
| Title: | Chief Executive Officer and President | |||
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.
| EASTON XXXX CAPITAL PARTNERS, L.P. | ||||||
| By: | EHC GP, L.P. its General Partner | |||||
| By: | EHC GP, Inc., its General Partner | |||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||||
| Title: President | ||||||
| EASTON CAPITAL PARTNERS, LP | ||||||
| By: | ECP GP, LLC | |||||
| By: | ECP GP, Inc., its Manager | |||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||||
| Title: President | ||||||
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s
Rights Agreement effective the date first written above.
| MAVERICK FUND, L.D.C. |
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| By: | Maverick Capital, Ltd. | |||
| Its Investment Advisor | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Managing Director | |||
| MAVERICK FUND USA, LTD. |
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| By: | Maverick Capital, Ltd. | |||
| Its Investment Advisor | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Managing Director | |||
| MAVERICK FUND II, LTD. |
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| By: | Maverick Capital, Ltd. | |||
| Its Investment Advisor | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Managing Director | |||
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.
| MITSUI & CO. VENTURE PARTNERS II, L.P. |
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| 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 parties hereto have executed this Amendment No. 1 to Investor’s Rights
Agreement effective the date first written above.
| ITX INTERNATIONAL EQUITY CORP. |
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| By: | /s/ Takehito Jimbo | |||
| Name: | Takehito Jimbo | |||
| Title: | President and Chief Executive Officer | |||
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