NUVASIVE, INC. AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

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EXHIBIT 4.3

NUVASIVE, INC.

AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

This Amendment No. 2 to Second Amended and Restated Investors' Rights Agreement (this "Amendment") is made as of February 5, 2004 by and among NuVasive, Inc., a Delaware corporation (the "Company"), the persons and entities listed on Schedule A hereto (each, an "Investor" and collectively, the "Investors"). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Second Amended and Restated Investors' Rights Agreement dated July 11, 2002 among the Company and the persons and entities listed therein (the "Agreement").

RECITALS

A. The Company and the Investors have previously entered into the Agreement and that certain Amendment No. 1 to the Agreement dated June 19, 2003 ("Amendment No. 1").

B. In consideration of the proposed underwritten initial public offering of common stock of the Company (the "Offering"), the Company and the Investors desire to amend certain provisions of the Agreement.

C. The undersigned parties are sufficient to effect an amendment to the Agreement pursuant to Section 3.7 thereof.

RECITALS

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Section 2.5(i). Section 2.5(i) is hereby amended and restated in its entirety to read as follows:

"(i) the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with a firm commitment underwritten offering of its securities to the general public, at an offering price of at least $5.00 per share (as adjusted for any stock dividends, stock splits, combinations or other recapitalizations with respect to such shares) and $25,000,000 in the aggregate"

2. Effect of Amendment. Except as expressly modified by this Amendment, the Agreement and Amendment No. 1 shall remain unmodified and in full force and effect.

3. Entire Agreement. This Amendment together with the Agreement, Amendment No. 1 and all documents referred to herein and therein constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

4. Governing Law. This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and performed entirely within California.

5. Counterparts. This Amendment may be executed in two or more counterparts and the signatures delivered in facsimile, each of which shall be deemed an original, with the same effect as if the signatures were upon the same instrument and delivered in person.

6. Amendments and Waivers. Any term of this Amendment may be amended or modified only upon the written consent of the Company and the persons and entities holding at least sixty six and two-thirds percent (66²/3%) of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon all the Investors, each transferee and the Company.

[SIGNATURE PAGES TO FOLLOW]

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

COMPANY:		NUVASIVE, INC.
		By:	/s/ Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxxxx President and Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. The undersigned take this action with respect to all shares of the Company's capital stock owned by the undersigned.

INVESTORS:	XXXXXXX XXXXX CAPITAL PARTNERS VII QP, L.P.
	By:	Xxxxxxx Xxxxx Capital Management VII, L.P.
	Its:	General Partner
	By:	Xxxxxxx Xxxxx Capital Management VII, L.L.C.
	Its:	General Partner
	By:	/s/ Xxxx Xxxxxxxxxxxxxx Xxxx X. Xxxxxxxxxxxxxx Managing Director

	XXXXXXX XXXXX CAPITAL PARTNERS VII, L.P.
	By:	Xxxxxxx Xxxxx Capital Management VII, L.P.
	Its:	General Partner
	By:	Xxxxxxx Xxxxx Capital Management VII, L.L.C.
	Its:	General Partner
	By:	/s/ Xxxx Xxxxxxxxxxxxxx Xxxx X. Xxxxxxxxxxxxxx Managing Director

	XXXXXXX XXXXXXX XXXXXXXX & XXXXX VIII, L.P.
	By:	/s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, General Partner

	KPCB LIFE SCIENCES ZAIBATSU FUND II
	By:	/s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, General Partner

	KPCB VIII FOUNDERS FUND
	By:	/s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, General Partner

	ENTERPRISE PARTNERS IV, L.P.
	By:	Enterprise Management Partners IV, L.P.
	Its:	General Partner
	By:	/s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx, General Partner


		ENTERPRISE PARTNERS IV ASSOCIATES, L.P.
		By:	Enterprise Management Partners IV, L.P.
		Its:	General Partner
		By:	/s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx, General Partner

		ENTERPRISE PARTNERS ANNEX FUND IV, L.P.
		By:	Enterprise Management Partners IV-A, L.P.
		Its:	General Partner
		By:	/s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx, General Partner

		ENTERPRISE PARTNERS ANNEX FUND IV-A, L.P.
		By:	Enterprise Management Partners IV-A, L.P.
		Its:	General Partner
		By:	/s/ Xxxxxx Xxxxxx Xxxxxx X. Xxxxxx, General Partner

		DOMAIN PARTNERS IV, L.P.
		By:	One Xxxxxx Square Associates IV, L.L.C.
		Its:	General Partner
		By:	/s/ Xxxxxxxx X. Xxxxxxxxxx Xxxxxxxx X. Xxxxxxxxxx Managing Member

		XX XX ASSOCIATES, L.P.
		By:	One Xxxxxx Square Associates IV, L.L.C.
		Its:	General Partner
		By:	/s/ Xxxxxxxx X. Xxxxxxxxxx Xxxxxxxx X. Xxxxxxxxxx Managing Member

CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By:	/s/ Xxxxxx Xxxxxxxx		/s/ illegible

Its:	Senior Partner		Partner

Print Name:		X. Xxxxxxxx	illegible


A.M. XXXXXX LIFE SCIENCE VENTURES II, L.P.
By:	AMP&A Management II, LLC
Its:	General Partner
By:	/s/ Ford S. Worthy Ford S. Worthy, Senior Vice President

XXXXXXX & XXXXXXX DEVELOPMENT CORPORATION
By:	/s/ Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx, Vice President

XXXXXXX, PHLEGER & XXXXXXXX, LLP
By:	/s/ Xxxxxx X. Xxxxxxxxx
Its:	Trustee

Print Name:		Xxxxxx X. Xxxxxxxxx


COMDISCO, INC.
By:	/s/ Xxxxxx X. Xxxx
Its:	Senior Vice President

Print Name:		Xxxxxx X. Xxxx


INNOVATIVE ORTHOTICS & REHABILITATION INC.
By:	/s/ Xxxxx XxXxxxxxx
Its:	VP

Print Name:		Xxxxx XxXxxxxxx


MLPF&S CUST. XXXXXXX PLAYER XXXXXXXX XXX, TAX ID# 00-0000000
By:	/s/ Xxxxxxx Player Barefoot
Its:

Print Name:		Xxxxxxx Player Barefoot

MLFPS AS CUSTODIAN, FBO XXXXX XXXXXXX SEP
By:	/s/ Xxxxx Xxxxxxx
Its:

Print Name:		Xxxxxxx


XXXXXXXX FAMILY LLC
By:	/s/ Xxxx Xxxxxxxx
Its:	Manager

Print Name:		Xxxx Xxxxxxxx


XXXXXXXXX XXXXXXXX, INC.
By:	/s/ Illegible
Its:	Managing Director

Print Name:		illegible


RS COINVESTMENT FUND, L.L.C.
By:	/s/ Xxxx Xxxxxxx
Its:	GP

Print Name:		Xxxx Xxxxxxx


SSI SPINAL SOLUTIONS
By:	/s/ illegible
Its:	illegible

Print Name:		illegible


CALLAWAY PRIVATE EQUITY PARTNERS, INC.
By:	/s/ Xxxx Xxxxxx
Its:	Managing Partner

Print Name:		Xxxx Xxxxxx


INTEGRAL CAPITAL PARTNERS VI, L.P.
By:	Integral Capital Management VI, LLC
Its:	General Partners
By:	/s/ Xxxxxx X. Xxxxxxx
Its:	a Manager

Print Name:		Xxxxxx X. Xxxxxxx

By:	/s/ Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, an individual
By:	/s/ Xxxxx Xxxxxxx Xxxxx X. Xxxxxxx, an individual
By:	/s/ Xxxxx X Xxxxxxxxx Xxxxx X. Xxxxxxxxx, an individual
By:	/s/ Xxxxxxx Bertgnoli Xxxxxxx Xxxxxxxxxx, an individual

		By:	/s/ Xxxxxx Cappuccino Xxxxxx Cappuccino, an individual
		By:	/s/ Xxxxxx X. Childs Xxxxxx Xxxxxxx Childs, an individual
		By:	/s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx, an individual
		By:	/s/ X. Xxxxx Fry Xxxxxxxx Xxxxx Xxx, an individual
		By:	/s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx, an individual
		By:	/s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx, an individual
		By:	/s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx, an individual
		By:	/s/ Xxxxx Xxxx, Xx. Regis Xxxxxxx Xxxx, Xx., an individual
		By:	/s/ Xxxxxxx Xxxxxxx, Jr. Xxxxxxx Xxxxxxx, Jr., an individual
		By:	/s/ Xxxx Xxxxxx Xxxx Xxxxxx, an individual
		By:	Xxxxx Xxxxxxx, an individual
		By:	/s/ Xxx X Xxx Xxx X. Xxx, an individual
		By:	/s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx, an individual
		By:	/s/ Xxxxx Xxxxxx, M.D. Dr. Xxxxx Xxxxxx, an individual
		By:	/s/ Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx, an individual
		By:	/s/ Xxxx Maywood Xxxx Maywood, an individual
		By:	/s/ Xxx Maywood Xxx Maywood, an individual
		By:	/s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx, an individual
		By:	/s/ Xxx Xxxxx Xxx X. Xxxxx, III, an individual

		By:	/s/ Xxxxxx-Xx Xxxxxxxxxx Xxxxx-Xx Xxxxxxxxxx, an individual
		By:	/s/ Xxxxxxx Xxxx Xxxxxxx Xxxx, an individual
		By:	/s/ Xxxx Xxxxxxx Xxxx Xxxxxxx, an individual
		By:	/s/ Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx, an individual
		By:	/s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, an individual
		By:	/s/ Xxxxxxxxx X. Xxxxxx Xxxxxxxxx X. Xxxxxx, an individual
		By:	/s/ R. Xxx Xxxxxx R. Xxx Xxxxxx, Xx., an individual
		By:	/s/ Xxxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx, an individual
		By:	/s/ Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx, an individual
		By:	/s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx, an individual

		BNDD, LP 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000-0 Xx Xxxxx, XX 00000
		By:	/s/ Xxxxx Van Dam Xxxxx Van Dam Managing Partner

SCHEDULE A

Xxxxxxx Xxxxx Capital Partners VII, QP, L.P.		Xxxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxx Capital Partners VII, L.P.		Xxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII		Xxxxx X. Xxxxxxxxx
KPCB Life Sciences Zaibatsu Fund II		Xxxxxxx Xxxxxxxxxx
KPCB VIII Founders Fund		Xxxxxx Cappuccino
Enterprise Partners IV, L.P.		Xxxxxx Xxxxxxx Childs
Enterprise Partners IV Associates, L.P.		Xxxxxxx Xxxxx
Enterprise Partners Annex Fund IV, X.X.		Xxxxxxxx Xxxxx Xxx
Enterprise Partners Annex Fund IV-A, L.P.		Xxxxx Xxxxxxx
Domain Partners IV, L.P.		Xxxxx X. Xxxxxxxxx
XX XX Associates, L.P.		Xxxxx Xxxxxxxxxx
Caisse de depot et placement du Quebec		Regis Xxxxxxx Xxxx, Xx.
A.M. Xxxxxx Life Science Ventures II, L.P.		Xxxxxxx Xxxxxxx, Jr.
Xxxxxxx & Xxxxxxx Development Corporation		Xxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP		Xxx X. Xxx
Comdisco, Inc.		Xxxx Xxxxxxxxx
Innovative Orthotics & Rehabilitation Inc.		Xxxx Xxxxxxxxxx
Integral Capital Partners VI, L.P.		Dr. Xxxxx Xxxxxx
MLPF&S Cust. Xxxxxxx Player Xxxxxxxx XXX		Xxx & Xxxx Maywood
MLFPS as Custodian, FBO Xxxxx Xxxxxxx SEP		Xxxxx Xxxxxxx
Xxxxxxxx Family LLC		Xxx X. Xxxxx, III.
Xxxxxxxxx Xxxxxxxx, Inc.		Xxxxxx-Xx Xxxxxxxxxx
RS Coinvestment Fund, L.L.C.		Xxxxxxx Xxxx
SSI Spinal Solutions		Xxxx Xxxxxxx
Callaway Private Equity Partners, Inc.		Xxxxxxxx Xxxxxxxx Xxxxxxxxx X. Xxxxxx R. Xxx Xxxxxx, Xx. Xxxxx Xxxxxx Xxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx X. Xxxxxxxxx BNDD, LP