NUVASIVE, INC. (a Delaware corporation) Convertible Senior Notes due 2017 UNDERWRITING AGREEMENT Dated: June —, 2011Underwriting Agreement • June 21st, 2011 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 10th, 2023 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 24, 2020, among NUVASIVE, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
NUVASIVE, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee Indenture Dated as of June 1, 2020 1.00% Convertible Senior Notes due 2023Indenture • June 1st, 2020 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of June 1, 2020, between NUVASIVE, INC., a Delaware corporation (the “Company”), having its principal office at 7475 Lusk Boulevard, San Diego, California 92121, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2004 • Nuvasive Inc • Delaware
This Indemnification Agreement (the "Agreement") is made as of , 2004, by and between NuVasive, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 19th, 2014 • Nuvasive Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement, dated , 2014, is made between NuVasive, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
NUVASIVE, INC. (a Delaware corporation) Convertible Senior Notes due 2017 UNDERWRITING AGREEMENT Dated: June 22, 2011Underwriting Agreement • June 29th, 2011 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
under the caption “Business—Intellectual Property”, “—Patents” and “Trademarks”, and the statements set forth in the Company’s Form S-3 Registration Statement filed on June 21, 2011 (the “Registration Statement”) under the heading “Risk Factors—Risks Related to Our Intellectual Property and Litigation—Our Ability to Protect Our Intellectual Property and Proprietary Technology Through Patents and Other Means is Uncertain” as of the date thereof contain any untrue statement of material fact or fail to state any material fact necessary to make the statements therein not misleading.
SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 26th, 2020 • Nuvasive Inc • Surgical & medical instruments & apparatus
Please be advised that pursuant to the Second Amended and Restated Security and Pledge Agreement dated as of February 24, 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties.
AGREEMENT AND PLAN OF MERGER by and among GLOBUS MEDICAL, INC., ZEBRA MERGER SUB, INC., and NUVASIVE, INC. dated as of February 8, 2023Merger Agreement • February 9th, 2023 • Nuvasive Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 8, 2023, by and among Globus Medical, Inc. (“Parent”), a Delaware corporation, Zebra Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and NuVasive, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NUVASIVE, INC. 7,500,000 Shares Common Stock UNDERWRITING AGREEMENT dated February 1, 2006 Banc of America Securities LLC Lehman Brothers Inc. Thomas Weisel Partners LLC William Blair & Company, L.L.C.Underwriting Agreement • February 7th, 2006 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
NUVASIVE, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 5th, 2004 • Nuvasive Inc • California
WARRANT AGREEMENT To Purchase Shares of the Series A Preferred Stock of NUVASIVE, INC. Dated as of September 17, 1999 (the "Effective Date")Warrant Agreement • March 5th, 2004 • Nuvasive Inc • California
WHEREAS, NuVasive, Inc., a Delaware corporation (the "Company") has entered into a Master Lease Agreement dated as of September 17, 1999, Equipment Schedule No. VL-1 and VL-2 dated as of September 17, 1999, and related Summary Equipment Schedules (collectively, the "Leases") with Comdisco Inc., the predecessor of Comdisco Ventures, Inc. ("Comdisco"); and
NUVASIVE, INC. [ ] Shares Common Stock UNDERWRITING AGREEMENT dated , 2004 Banc of America Securities LLC Lehman Brothers Thomas Weisel Partners LLC William Blair & CompanyUnderwriting Agreement • April 26th, 2004 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
BANC OF AMERICA SECURITIES LLC LEHMAN BROTHERS THOMAS WEISEL PARTNERS LLC WILLIAM BLAIR & COMPANY As Representatives of the several Underwriters c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 6th, 2020 • Nuvasive Inc • Surgical & medical instruments & apparatus • California
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Rajesh J. Asarpota (“Employee”) and NuVasive, Inc. (the “Company”).
OPTION PURCHASE AGREEMENT among NUVASIVE, INC., PROGENTIX ORTHOBIOLOGY, B.V. and The Sellers listed on Schedule A attached hereto January 13, 2009Option Purchase Agreement • May 26th, 2010 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
THIS OPTION PURCHASE AGREEMENT (“Agreement”) is made as of January 13, 2009 (“Effective Date”), by and among NuVasive, Inc., a Delaware corporation (“Purchaser”), Progentix Orthobiology B.V., a company organized under the laws of the Netherlands (the “Acquired Company”), the shareholders of the Acquired Company as set forth on Schedule A attached hereto (each a “Seller,” and collectively, the “Sellers,” and along with the Acquired Company, the “Seller Parties”) and Edward van Wezel and Joost D de Bruijn (each, the “Sellers’ Representative”).
AMENDMENT AGREEMENT dated as of October 26, 2020 Between BANK OF AMERICA, N.A. and NUVASIVE, INC.Amendment Agreement • October 29th, 2020 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT AGREEMENT (“Amendment Agreement”) with respect to the Warrant Confirmations (as defined below) is made as of October 26, 2020 between NuVasive, Inc. (“Issuer”) and Bank of America, N.A. (“Dealer”).
NuVasive, Inc. Registration Rights AgreementRegistration Rights Agreement • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
NuVasive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.25% Convertible Senior Notes due 2013 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • April 8th, 2004 • Nuvasive Inc • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1930, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS THEY MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
Dear Mr. Miles,Employment Agreement • August 8th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus
This letter agreement confirms the material compensation terms of your continued employment with NuVasive. This letter agreement supersedes all prior agreements relating to your compensation arrangements and is in addition to any and all benefits that are made generally available to NuVasive employees. It is also in addition to benefits available to you as an executive of NuVasive. Defined terms used herein have the meanings set forth in the attached Appendix of Defined Terms.
MASTER TECHNOLOGY AND SERVICES AGREEMENTMaster Technology and Services Agreement • December 22nd, 2005 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
This Master Technology and Services Agreement (“Agreement,” including all attachments hereto) is entered into as of September 2, 2005 (the “Effective Date”) by and between Medidata Solutions, Inc., a Delaware corporation having its principal place of business at 79 Fifth Avenue, 8th Floor, New York, New York 10003 (“Medidata”), and NuVasive, Inc., a Delaware corporation, having its principal place of business at 4545 Towne Centre Court, San Diego, CA 92121 (“Customer”).
NUVASIVE, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • May 11th, 2004 • Nuvasive Inc • Surgical & medical instruments & apparatus • California
AGREEMENT made as of this day of , 2004, by and between NuVasive, Inc., a Delaware corporation, and , Participant in the Corporation's 1998 Stock Option/Stock Issuance Plan.
To: NuVasive, Inc. San Diego, CA 92121 Attention: Chief Financial Officer Telephone No.: 858-909-1800 Facsimile No.: 858-909-2000Warrant Agreement • June 29th, 2011 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by NuVasive, Inc. (“Company”) to Goldman, Sachs & Co. (“Bank”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
GENERAL CONSULTING AND SERVICES AGREEMENTGeneral Consulting and Services Agreement • October 29th, 2020 • Nuvasive Inc • Surgical & medical instruments & apparatus • Delaware
This General Consulting and Services Agreement (“Agreement”) is effective as of October 13, 2020 (the “Effective Date”) by and between NuVasive, Inc. (“NuVasive” or the “Company”) and Matthew Link (“Consultant”) (individually referred to as a “Party” or collectively the “Parties”).
SUPPLY AGREEMENTSupply Agreement • May 5th, 2004 • Nuvasive Inc • Surgical & medical instruments & apparatus • Utah
THIS SUPPLY AGREEMENT (the "Agreement") is made and entered into as of this 21st day of January, 2002 (the "Effective Date"), by and between NuVasive, Inc. ("NuVasive"), a Delaware corporation having its principal offices at 10065 Old Grove Road, San Diego, California 92131; and Intermountain Tissue Center ("ITC"), a division of Ohio Valley Tissue & Skin Center, non-profit organization, with said division having its principal place of business at 615 Arapeen Drive, Suite 105, Salt Lake City, Utah 84108, facsimile number (801) 583-0957 and e-mail address jpierce@itcutah.org. ITC and NuVasive are sometimes individually referred to as a "Party" and together referred to herein as the "Parties."
ASSET PURCHASE AGREEMENT AMONG NUVASIVE, INC. PEARSALLS LIMITED AND AMERICAN MEDICAL INSTRUMENTS HOLDINGS, INC. AUGUST 4, 2005Asset Purchase Agreement • August 10th, 2005 • Nuvasive Inc • Surgical & medical instruments & apparatus • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of August 4, 2005, is entered into by and among NuVasive, Inc., a Delaware corporation (“Buyer”); Pearsalls Limited, a private limited company incorporated in England and Wales under registration number 03851227 (“Seller”); and American Medical Instruments Holdings, Inc., a Delaware corporation (“Seller Parent”).
ContractEmployment Agreement • February 25th, 2011 • Nuvasive Inc • Surgical & medical instruments & apparatus
This letter agreement confirms the material compensation terms of your employment with NuVasive. This letter agreement supersedes all prior agreements relating to your compensation arrangements and is in addition to any and all benefits that are made generally available to NuVasive employees. It is also in addition to benefits available to you as an executive of NuVasive. Defined terms used herein have the meanings set forth in the attached Appendix of Defined Terms.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 9th, 2023 • Nuvasive Inc • Surgical & medical instruments & apparatus
This Voting and Support Agreement (this “Agreement”) is made and entered into as of February 8, 2023 (the “Agreement Date”), by and among (i) Globus Medical, Inc., a Delaware corporation (“Parent”), (ii) NuVasive, Inc., a Delaware corporation (the “Company”), and (iii) David Paul and Sonali Paul (collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • July 27th, 2017 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) with respect to the Warrants Confirmations (as defined below) is made as of May 24, 2017, between NuVasive, Inc. (“Company”) and Goldman Sachs & Co. LLC (f/k/a Goldman, Sachs & Co.) (“Dealer”).
PREFERRED STOCK PURCHASE AGREEMENT among NUVASIVE, INC., PROGENTIX ORTHOBIOLOGY, B.V. and The Sellers listed on Schedule A attached hereto January 13, 2009Preferred Stock Purchase Agreement • May 26th, 2010 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
THIS PREFERRED STOCK PURCHASE AGREEMENT (“Agreement”) is made as of January 13, 2009 (the “Effective Date”), by and among NuVasive, Inc., a Delaware corporation (“Purchaser”), Progentix Orthobiology B.V., a company organized under the laws of the Netherlands (the “Company”), and the shareholders of the Company as set forth on Schedule A attached hereto (each a “Seller,” and collectively, the “Sellers,” and along with the Company, the “Seller Parties”).
Patent Purchase AgreementPatent Purchase Agreement • May 5th, 2004 • Nuvasive Inc • Surgical & medical instruments & apparatus • California
THIS PATENT PURCHASE AGREEMENT ("Agreement") is entered into as of June 21, 2002 ("Effective Date"), by and between NuVasive, Inc., a Delaware corporation ("Buyer" or "NuVasive") and Dr. Anthony Ross and Dr. Peter Guagliano ("Sellers"). Buyer and Seller agree as follows:
CLINICAL ADVISOR, PATENT PURCHASE, AND DEVELOPMENT AGREEMENTClinical Advisor, Patent Purchase, and Development Agreement • May 5th, 2004 • Nuvasive Inc • Surgical & medical instruments & apparatus • California
THIS AGREEMENT ("Agreement") is entered into as of March 31, 2004 (the "Effective Date"), by and between James L. Chappuis ("Dr. Chappuis") and NuVasive, Inc., a Delaware corporation ("NuVasive"). Dr. Chappuis and NuVasive agree as follows:
GOLDMAN, SACHS & CO. ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 |TEL: (212) 902-1000Warrant Agreement • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by NuVasive, Inc. (“Company”) to Goldman, Sachs & Co. (“Bank”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
STOCK SALE PLAN AGREEMENTStock Sale Plan Agreement • October 7th, 2011 • Nuvasive Inc • Surgical & medical instruments & apparatus • Delaware
This Stock Sale Plan Agreement (this “Agreement”) is entered into as of September 28, 2011, by and among NuVasive, Inc., a Delaware corporation (“Acquiror”), the holders (the “Preferred Holders”) of Series A preferred stock and Series B preferred stock (collectively, the “Preferred Stock”) of Impulse Monitoring, Inc., a Delaware corporation (“Target”), listed on Exhibit A hereto, and Robert W. Baird & Co. Incorporated (the “Broker”). Capitalized terms not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 1st, 2023 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 2023 (the “First Supplemental Indenture”), is entered into among NuVasive, Inc., a Delaware corporation (the “Company”), Globus Medical, Inc., a Delaware corporation (“Parent”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
Intellectual Property Purchase AgreementIntellectual Property Purchase Agreement • May 5th, 2004 • Nuvasive Inc • Surgical & medical instruments & apparatus • California
THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT ("IP Purchase Agreement") is entered into as of October 10, 2002 ("Effective Date"), by and between NuVasive, Inc., a Delaware corporation ("Buyer" or "NuVasive") and Spine Partners, LLC, an Ohio limited liability company ("Seller"). Buyer and Seller agree as follows:
GENERAL CONSULTING AND SERVICES AGREEMENTGeneral Consulting and Services Agreement • May 1st, 2019 • Nuvasive Inc • Surgical & medical instruments & apparatus • Delaware
Subject to Consultant’s execution and non-revocation of, and compliance with, the Separation Agreement and General Release, this General Consulting and Services Agreement (“Agreement”) is dated as of the date of the last signature below, by and between NuVasive, Inc. (“NuVasive” or “Company”) and Stephen Rozow, an individual (“Consultant”) (individually referred to herein as a “Party” or collectively the “Parties”).
