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:
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.
GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 | TEL: (212) 902-1000Warrant Amendment • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) entered into Goldman, Sachs & Co. (“Bank”) and NuVasive, Inc. (“Company”), pursuant to a letter agreement dated March 3, 2008 (the “Confirmation”), pursuant to which Bank has purchased from Company a Number of Warrants equal to 2,235,150. This Amendment relates to, and sets forth the terms of, the purchase by Bank from Company of an additional Number of Warrants (the “Additional Number of Warrants”).
GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 | TEL: (212) 902-1000 EXECUTION COPY March 3, 2008 To: NuVasive, Inc. 4545 Towne Centre Court San Diego, CA 92121 Attention: Treasurer Telephone No.: 858-909-1800 Facsimile No.:...Call Option Transaction • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Goldman, Sachs & Co. (“Bank”) and NuVasive, Inc. (“Counterparty”) 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.
THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS...Security Purchase Agreement • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
GOLDMAN, SACHS & CO. | ONE NEW YORK PLAZA | NEW YORK, NEW YORK 10004 | TEL: (212) 902-1000Call Option Transaction • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) entered into between Goldman, Sachs & Co. (“Bank”) and NuVasive, Inc. (“Counterparty”), pursuant to a letter agreement dated March 3, 2008 (the “Confirmation”) pursuant to which Counterparty purchased from Bank a Number of Options equal to 200,000 in connection with the issuance by Counterparty of USD 200,000,000 principal amount of 2.25% Convertible Senior Notes due 2013 (the “Initial Convertible Notes”). This Amendment relates to, and sets forth the terms of, the purchase by Counterparty from Bank of an additional Number of Options (the “Additional Number of Options”) in connection with the issuance (the “Additional Convertible Notes Issuance”) by Counterparty of an additional USD 30,000,000 principal amount of 2.25% Convertible Senior Notes due 2013 (the “Additional Convertible Notes”, and together with the Initial Convertible Notes, the “Convertible Notes”) to the initial
NuVasive, Inc. 2.25% Convertible Senior Notes Due 2013 Purchase AgreementPurchase Agreement • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
information is incomplete in that it omits the statements of stockholders’ equity and cash flows and other footnote disclosures. Company officials have advised us that no such financial statements as of any date or for any period subsequent to January 31, 2008 were available; and
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England March 11, 2008 To: NuVasive, Inc. 4545 Towne Centre Court San Diego, CA 92121 Attention: Treasurer Telephone No.: 858-909-1800 Facsimile No.:...Warrant Amendment • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) entered into JPMorgan Chase Bank, National Association, London Branch (“Bank”) and NuVasive, Inc. (“Company”), pursuant to a letter agreement dated March 3, 2008 (the “Confirmation”), pursuant to which Bank has purchased from Company a Number of Warrants equal to 2,235,150. This Amendment relates to, and sets forth the terms of, the purchase by Bank from Company of an additional Number of Warrants (the “Additional Number of Warrants”).
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England March 3, 2008 To: NuVasive, Inc. 4545 Towne Centre Court San Diego, CA 92121 Attention: Treasurer Telephone No.: 858-909-1800 Facsimile No.: 858-909-2000Call Option Transaction • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Bank”) and NuVasive, Inc. (“Counterparty”) 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.
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England March 11, 2008 To: NuVasive, Inc. 4545 Towne Centre Court San Diego, CA 92121 Attention: Treasurer Telephone No.: 858-909-1800 Facsimile No.:...Call Option Transaction • May 9th, 2008 • Nuvasive Inc • Surgical & medical instruments & apparatus • New York
This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) entered into between JPMorgan Chase Bank, National Association, London Branch (“Bank”) and NuVasive, Inc. (“Counterparty”), pursuant to a letter agreement dated March 3, 2008 (the “Confirmation”) pursuant to which Counterparty purchased from Bank a Number of Options equal to 200,000 in connection with the issuance by Counterparty of USD 200,000,000 principal amount of 2.25% Convertible Senior Notes due 2013 (the “Initial Convertible Notes”). This Amendment relates to, and sets forth the terms of, the purchase by Counterparty from Bank of an additional Number of Options (the “Additional Number of Options”) in connection with the issuance (the “Additional Convertible Notes Issuance”) by Counterparty of an additional USD 30,000,000 principal amount of 2.25% Convertible Senior Notes due 2013 (the “Additional Convertible Notes”, and together with the Initial Convertible Notes, the
