NUVASIVE, INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

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EXHIBIT 4.2

NUVASIVE, INC.

AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

This Amendment No. 1 to Second Amended and Restated Investors' Rights Agreement (this "Amendment") is made as of June 19, 2003 by and among NuVasive, Inc., Inc., a Delaware corporation (the "Company"), and 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 (the "Agreement"), among the Company and certain of the Investors (the "Existing Investors").

RECITALS

A. The Company and the Existing Investors have previously entered into the Agreement, pursuant to which the Existing Investors have certain registration and other investor rights.

B. The Company desires to sell and issue additional shares of its Series D-1 Preferred Stock ("Series D-1 Preferred Stock") and warrants to purchase shares of its Common Stock ("Common Stock") pursuant to the terms and conditions set forth in the Series D-1 Preferred Stock and Warrant Purchase Agreement dated as of the date of this Amendment (the "Purchase Agreement") to certain of the Existing Investors and other new Investors (each, a "New Investor" and collectively, the "New Investors") and such Investors desire to purchase the Series D-1 Preferred Stock and Warrants from the Company pursuant to the terms and conditions of the Purchase Agreement.

C. The Company and the Existing Investors desire to amend the Agreement to add the New Investors as additional parties to the Agreement as "Investors" whether such New Investors acquire shares of Series D-1 Preferred Stock and Warrants in the Closing (as defined in the Purchase Agreement) or an Additional Closing (as defined in the Purchase Agreement).

D. The Company and the Existing Investors acknowledge that they are entering into this Amendment as an inducement to and in consideration of the New Investors' purchase of the Series D-1 Preferred Stock and Warrants in the Closing or an Additional Closing.

E. Section 3.7 of the Agreement provides that the Agreement may be amended with the written consent of (1) the Company and (2) the Existing Investors holding sixty-six and two-thirds percent (66²/3%) of the Registrable Securities then outstanding.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein and in the Agreement, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Addition of New Investors. By executing this Amendment and purchasing shares of Series D-1 Preferred Stock and Warrants in the Closing or an Additional Closing, the Agreement is hereby amended to add each New Investor as a party to the Agreement and such New Investor agrees to be bound by the terms and conditions of the Agreement and this Amendment as an Investor and Holder, as applicable. Schedule A attached hereto shall be amended to add each New Investor.

2. Effect of Amendment. Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect.

3. Entire Agreement. This Amendment together with the Agreement 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. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.

5. 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 to be performed entirely within California.

6. Counterparts. This Amendment may be executed in two or more counterparts and the signatures delivered by 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.

7. Amendments and Waivers. Any term of this Amendment may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (a) the Company and (b) the person and entities holding 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.

8. Severability. If one or more provisions of this Amendment are held to be unenforceable under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

9. Representation. By executing this Amendment, each Investor acknowledges and agrees that Xxxxxx Xxxxxx White & XxXxxxxxx LLP represents the Company solely and that Investor has had an opportunity to consult with its own attorney in connection with this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

	NUVASIVE, INC.
	By:	/s/ XXXXXX X. XXXXXXXX Xxxxxx X. Xxxxxxxx, President
Address:	00000 Xxx Xxxxx Xxxx, Xxx Xxxxx, XX 00000
	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/ A. M. MINOCHERHOMJEE
		Title:	Managing Director
Address:	000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000
	XXXXXXX XXXXX CAPITAL PARTNERS VII, L.P.
	By:	Xxxxxxx Xxxxx Capital Management VII, L.P.
	Its:	General Partner
	By:	Xxxxxxx Xxxxx Capital Management, L.L.C.
	Its:	General Partner
		By:	/s/ A. M. MINOCHERHOMJEE
		Title:	Managing Director
Address:	000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

	ENTERPRISE PARTNERS IV, LP
	By:	Enterprise Management Partners IV, LP
	Its:	General Partner
		By:	/s/ XXXXXX XXXXXX
		Title:	General Partner
Address:	0000 Xxxxxxx xx xx Xxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxx
	ENTERPRISE PARTNERS IV ASSOCIATES, LP
	By:	Enterprise Management Partners IV, LP
	Its:	General Partner
		By:	/s/ XXXXXX XXXXXX
		Title:	General Partner
Address:	0000 Xxxxxxx xx xx Xxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxx
	ENTERPRISE PARTNERS ANNEX FUND IV, LP
	By:	Enterprise Management Partners IV-A, LP
	Its:	General Partner
		By:	/s/ XXXXXX XXXXXX
		Title:	General Partner
Address:	0000 Xxxxxxx xx xx Xxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxx
	ENTERPRISE PARTNERS ANNEX FUND IV-A, L.P.
	By:	Enterprise Management Partners IV-A, LP
	Its:	General Partner
		By:	/s/ XXXXXX XXXXXX
		Title:	General Partner
Address:	0000 Xxxxxxx xx xx Xxxxx, Xxxxx 000 Xx Xxxxx, XX 00000 Attention: Xxxxxx Xxxxxx

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

	XXXXXXX XXXXXXX XXXXXXXX & XXXXX VIII, L.P.
	By:	/s/ XXXXXX XXXXX Xxxxxx Xxxxx, General Partner
Address:	0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx
	KPCB LIFE SCIENCES ZAIBATSU FUND II
	By:	/s/ XXXXXX XXXXX Xxxxxx Xxxxx, General Partner
Address:	0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx
	KPCB VIII FOUNDERS FUND
	By:	/s/ XXXXXX XXXXX Xxxxxx Xxxxx, General Partner
Address:	0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx
	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
Address:	Xxx Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000
	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
Address:	Xxx Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

	XXXXXX XX XXXXX XX XXXXXXXXX XX XXXXXX
	By:	/s/ XXXXXX XXXXXXXX /s/ XXXXX XXXXXX
	Its:	Senior Partner General Partner
	Print Name:		Xxxxxx Xxxxxxxx Xxxxx Xxxxxx
Address:	Place CDP Capital 0000 Xxxx-Xxxx Xxxxxxxx Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0
	A. M. XXXXXX LIFE SCIENCE VENTURES II, LP
	By:	AMP&A Management II, LLC
	Its:	General Partner
		By:	/s/ FORD S. WORTHY Ford S. Worthy, Senior Vice President
Address:	0000 Xxx Xxxxx Xxxx P.O. Box 110287 Research Xxxxxxxx Xxxx, XX 00000
	XXXXXXX & XXXXXXX DEVELOPMENT CORPORATION
	By:	/s/ XXXX XXXXXXXXXX
	Name:	Xxxx Xxxxxxxxxx
	Title:	Vice President
Address:	Xxx Xxxxxxx & Xxxxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: Messrs. Xxxx Xxxxxxxxxx and Xxxx Xxxx
	With a copy to:
	Ropes & Xxxx LLP 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxxxx Xxxxx, Esq.

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

SCHEDULE A

SCHEDULE OF INVESTORS

Enterprise Partners IV, L.P.
Enterprise Partners IV Associates, L.P.
Enterprise Partners Annex Fund IV, L.P.
Enterprise Partners Annex Fund IV-A, X.X.
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII
KPCB Life Sciences Zaibatsu Fund II
KPCB VIII Founders Fund
Xxxxxxx, Phleger & Xxxxxxxx LLP
Xxxxx X. Xxxxxxx
Domain Partners IV, L.P.
XX XX Associates, L.P.
Comdisco, Inc.
Xxxxxxx Xxxxx
Xxxxxxx Xxxxx Capital Partners VII, QP, L.P.
Xxxxxxx Xxxxx Capital Partners VII, X.X.
Xxxxxx de depot et placement du Quebec
A. M. Xxxxxx Life Science Ventures II, XX
Xxxxxxxxx Xxxxxxxx, Inc.
RS Coinvestment Fund, L.L.C.
Xxxxxxx & Xxxxxxx Development Corporation
Innovative Orthotics & Rehabilitation Inc.
Xxxxx Xxxxxxx
Xxxxx Xxxxxxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Xxxxx Xxxxxxx Xxxx, Xx.
Xxxx X. Xxxxxxxx
Xxxxxxxxx & Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxx Xxx
Xxx X. Xxx
Xxxxx X. Xxxxxxxxx
SSI Spinal Solutions
Xxxxx Xxxxxxx
Xxxxxxx Xxxx
Xxxx Xxxxxx
R. Xxx Xxxxxx, Xx.
Integral Capital Partners VI, L.P.
Xxxxxx Xxxxxxx Childs
Xxx X. Xxxxx, III
Xxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, Jr.
Xxxxxxx X. Xxxxxxxx
Xxx & Xxxx Maywood
Xxxxx & Nina Van Dam
Xxxx Xxxxxxxxxx & Xxxxx-Xx Xxxxxxxxxx