NEVRO CORP. AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6(b)

NEVRO CORP.

AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amendment to Amended and Restated Registration Rights Agreement (this “Amendment”), by and among Nevro Corp., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company is made and entered into as of March 5, 2013, with respect to that certain Amended and Restated Registration Rights Agreement, dated as of February 8, 2013, by and among the Company and each of the stockholders of the Company listed on Exhibit A thereto, as such Exhibit A may be amended from time to time (the “Stockholders”) (the “Original Agreement”).  Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Original Agreement.

RECITALS

WHEREAS, the Company and the Stockholders are parties to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of February 8, 2013, as amended by that certain Amendment to Series C Convertible Preferred Stock Purchase Agreement, dated as of even date herewith (together as amended, the “Purchase Agreement”), pursuant to which two new investors are purchasing shares of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”) and Novo is purchasing additional shares of Series C Preferred Stock in a Subsequent Closing (as defined in the Purchase Agreement).

WHEREAS, in connection with the Subsequent Closing, the Company and the undersigned Stockholders desire to amend the Original Agreement in certain respects as set forth herein.

WHEREAS, pursuant to Section 14.3 of the Original Agreement, the provisions of the Original Agreement may be amended or waived at any time by the written agreement of the Company and Stockholders holding at least 70% of the Registrable Securities.

WHEREAS, any amendment or waiver effected in accordance with Section 14.3 of the Original Agreement shall be binding upon each holder of Registrable Securities and the Company.

WHEREAS, the undersigned Stockholders hold, in the aggregate, not less than 70% of the Registrable Securities, voting together as a single class on an as-converted basis.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments.

(A). Section 14.3 of the Original Agreement is hereby amended to add the following sentence: “Notwithstanding anything herein to the contrary, if pursuant to the Series C Stock Purchase Agreement, additional parties may purchase shares of Series C Preferred Stock in a Subsequent Closing (as defined in the Series C Stock Purchase Agreement) thereunder, then each such Purchaser (as defined in the Series C Stock Purchase Agreement) shall become a party to this Agreement as a “Stockholder” hereunder, without the need for any consent, approval or signature of any Stockholder when such Purchaser has both: (a) purchased shares of Series C Preferred Stock under the Series C Stock Purchase Agreement and paid the Company all consideration payable for such shares and (b) executed one or more counterpart signature pages to this Agreement.”

(B). Exhibit A to the Original Agreement is hereby amended in its entirety in the form attached as Exhibit A hereto.

2. Reference to and Effect on the Original Agreement.  On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby.  No reference to this Amendment need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Agreement, in any of such to be deemed a reference to the Original Agreement as amended hereby.

3. No Other Amendments.  Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms.

4. Counterparts.  This Amendment may be executed in any number of counterparts, each of which may be executed by less than all of the parties necessary to give effect to this Amendment, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

5. Headings.  All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provisions of this Amendment or the Original Agreement.

6. Governing Law.  This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(Signature Pages Follow)

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	NEVRO CORP.
	By:	/s/ Xxxxxxx XxXxxx
		Name: Xxxxxxx XxXxxx
		Title:   Chief Executive Officer

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	NOVO A/S
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title:   Partner
	Address:		Tuborg Xxxxxxxx 00
			XX 0000 Xxxxxxxx
			Xxxxxxx

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	XXXXXXX & XXXXXXX DEVELOPMENT CORPORATION
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title:   Vice President

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	BAY CITY CAPITAL FUND IV, L.P.
	By:	Bay City Capital Management IV LLC
	Its:	General Partner
	By:	Bay City Capital LLC
	Its:	Manager
		By:	/s/ Xxxx Craves
			Name:	Xxxx Craves
			Title:	Authorized Signatory
	BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P.
	By:	Bay City Capital Management IV LLC
	Its:	General Partner
	By:	Bay City Capital LLC
	Its:	Manager
		By:	/s/ Xxxx Craves
			Name:	Xxxx Craves
			Title:	Authorized Signatory

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	ABERDARE VENTURES III, LP
	By:	Aberdare GP III, LLC
	Its:	General Partner
		By:	/s/ Xxxx X. Xxxxx
			Name:	Xxxx X. Xxxxx
			Title:	Manager
	ABERDARE PARTNERS III, LP
	By:	Aberdare GP III, LLC
	Its:	General Partner
		By:	/s/ Xxxx X. Xxxxx
			Name:	Xxxx X. Xxxxx
			Title:	Manager

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	THREE ARCH PARTNERS IV, L.P.
	By:	Three Arch Management IV, L.L.C.
	Its:	General Partner
		By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
			Title:	Managing Member
	THREE ARCH ASSOCIATES IV, L.P
	By:	Three Arch Management IV, L.L.C.
	Its:	General Partner
		By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
			Title:	Managing Member

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	MPM BIOVENTURES IV-QP, L.P.
	By:	MPM BioVentures IV GP LLC
	Its:	General Partner
	By:	MPM BioVentures IV LLC
	Its:	Managing Member
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Member
	MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG
	By:	MPM BioVentures IV GP LLC
	Its:	Managing Limited Partner
	By:	MPM BioVentures IV LLC
	Its:	Managing Member
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Member
	MPM ASSET MANAGEMENT INVESTORS BV4 LLC
	By:	MPM BioVentures IV LLC
	Its:	Manager
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Member

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	AMV PARTNERS II, L.P.
	By:	Accuitive Medical Ventures II, LLC
	Its:	General Partner
		By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
			Title:	Managing Director

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EXHIBIT A

STOCKHOLDERS

Name/Address:		No. of Shares of Common Stock		No. of Shares of Series A Preferred Stock		No. of Shares of Series B Preferred Stock		No. of Shares of Series C Preferred Stock
Novo A/S		—		—		—		47,516,198
Xxxxxxx & Xxxxxxx Development Corporation Attn: Xxxx Xxxx 0000 Xxxxx Xxxxx Xx. Xxxxxxx, XX 00000 With a Copy to: Attn: Xxxxx Xxxx Assistant General Counsel Xxx Xxxxxxx & Xxxxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000		—		—		66,964,285		5,923,871
Bay City Capital Fund IV, L.P. Attention: Xxxx Xxxxxxxxxxx 000 Xxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000		562,868		30,548,195		16,387,835		4,591,539
Bay City Capital Fund IV Co-Investment Fund, L.P. Attention: Xxxx Xxxxxxxxxxx 000 Xxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000		12,132		658,461		353,236		98,970
Three Arch Partners IV, L.P. Attention: Xxxx Xxxxxxxxxx 0000 Xxxxxx Xxxx Xxxxxxx Xxxxxx, XX 00000		97,840		30,532,495		16,379,412		4,897,841
Three Arch Associates IV, L.P. Attention: Xxxx Xxxxxxxxxx 0000 Xxxxxx Xxxx Xxxxxxx Xxxxxx, XX 00000		2,160		674,161		361,659		108,145
Mayo Foundation for Medical Education and Research Attn: Xxxxxxx Xxxxxxx 000 0xx Xxxxxx XX Xxxxxxxxx, XX 00000		1,000,000		2,747,252		—		—

Name/Address:		No. of Shares of Common Stock		No. of Shares of Series A Preferred Stock		No. of Shares of Series B Preferred Stock		No. of Shares of Series C Preferred Stock
Mayo Clinic Attn: Xxxxxxx Xxxxxxx 000 0xx Xxxxxx XX Xxxxxxxxx, XX 00000		—		2,747,252		1,116,071		621,875
MPM BioVentures IV GmBH & Co. Beteiligungs KG c/o MPM Capital The Xxxx Xxxxxxx Tower 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000		—		346,711		185,995		62,389
MPM BioVentures IV-QP, L.P. c/o MPM Capital The Xxxx Xxxxxxx Tower 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000		—		8,999,431		4,827,821		1,619,423
MPM Asset Management Investors BV4 LLC c/o MPM Capital The Xxxx Xxxxxxx Tower 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000		—		255,904		137,282		46,049
Xxxxxxxxxxxx Xxxxxxxx 000 Xxxxxx Xxxxxx Xxxx Xxxx, XX 00000		12,151,745*		—		—		—
Xxxxxxx Xxxxxxxxx 000 Xxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000		70,939		—		—		—
Aberdare Ventures III, L.P. Attention: Xxxx Xxxxxxxxxxxx Aberdare Ventures Xxx Xxxxxxxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000		—		26,972,070		10,904,468		—
Aberdare Partners III, L.P. Attention: Xxxx Xxxxxxxxxxxx Aberdare Ventures Xxx Xxxxxxxxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000		—		633,817		256,246		—

Name/Address:		No. of Shares of Common Stock		No. of Shares of Series A Preferred Stock		No. of Shares of Series B Preferred Stock		No. of Shares of Series C Preferred Stock
AMV Partners II, L.P. Attention: Xxxxxx Xxxxx AMV Partners II LP 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000		—		24,005,120		12,877,747		3,565,327
Xxxx X. Xxxxxxx c/o EnteroMedics 0000 Xxxxxx Xxxx Xx. Xxxx, XX 00000		—		206,043		—		17,029
Xxxx X. Xxxxxxx Revocable Trust Xxxx X. Xxxxxxx, Trustee Xxxxxx & Whitney Trust Company, LLC, Trustee c/o EnteroMedics 0000 Xxxxxx Xxxx Xx. Xxxx, XX 00000		400,000		139,389		—		11,520
Xxxxx X. Xxxxxxx Revocable Trust Xxxxx X. Xxxxxxx, -Trustee Xxxxxx & Xxxxxxx Trust Company, LLC, Trustee c/o EnteroMedics 0000 Xxxxxx Xxxx Xx. Xxxx, XX 00000		—		138,325		—		11,433
Xxxxx Xxxxxxx Xxxxxx 00000 Xxxxxxxxx Xxxx Xxxx Xxxxxxx, XX 00000		290,000		144,972		61,988		17,105
Xxxxxxxx X. Xxxxxxx 00000 Xxxxx Xxxxxx Xxxxxxx, XX 00000		250,000		139,389		—		—
Xxxxxx X. Xxxxxxxxx		100,000		69,644		—		5,756
Xxxxx X. Xxxxxxx and Xxxx Xxxx Xxxxxxx 0000 Xxxxxxx Xxxxx Xxxxxx, XX 00000		141,872		549,450		—		—
Xxxxxxx XxXxxx c/o Nevro Corp. 0000 Xxxxxxxx Xxxxxx #000 Xxxxx Xxxx, Xxxxxxxxxx 00000		13,403,954		—		—		—

Name/Address:		No. of Shares of Common Stock		No. of Shares of Series A Preferred Stock		No. of Shares of Series B Preferred Stock		No. of Shares of Series C Preferred Stock
Xxxxxx Xxxxxxxx c/o Nevro Corp. 0000 Xxxxxxxx Xxxxxx #000 Xxxxx Xxxx, Xxxxxxxxxx 00000		3,639,843**		—		—		—
Xxxxx Xxxxxx c/o Nevro Corp. 0000 Xxxxxxxx Xxxxxx #000 Xxxxx Xxxx, Xxxxxxxxxx 00000		4,136,186**		—		—		—
NEA Ventures 2013, Limited Partnership 0000 Xxxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxx, XX 00000		—		—		—		53,996
New Enterprise Associates 14, L.P. 0000 Xxxxxxxxxxx Xxxxx Xxxxx 000 Xxxxxxxx, XX 00000		—		—		—		30,183,584
Covidien Group S.a.r.l. 3b, xx Xxxxxx Xxxxx Xxxxxxxxxx, X-0000 Xxxxxxxxxx		—		—		—		4,319,654

*  Includes options to purchase 10,926,742 shares of Common Stock

**   Options to purchase Common Stock