From: Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Attn: ###, Managing Director, Associate General Counsel Telephone: ### Facsimile: ### June 7, 2016 To: Nevro Corp. Redwood City, CA...Warrant Agreement • June 13th, 2016 • Nevro Corp • 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 Nevro Corp. (“Company”) to Bank of America, N.A. (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
NEVRO CORP. AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 13, 2016 to Indenture dated as of June 13, 2016 1.75% Convertible Senior Notes due 2021First Supplemental Indenture • June 13th, 2016 • Nevro Corp • Surgical & medical instruments & apparatus • New York
FIRST SUPPLEMENTAL INDENTURE dated as of June 13, 2016 (this “Supplemental Indenture”) between Nevro Corp., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and Wilmington Trust, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture dated as of June 13, 2016 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
June 7, 2016Base Call Option Transaction • June 13th, 2016 • Nevro Corp • 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 Morgan Stanley & Co. International plc (“Dealer”) and Nevro Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
June 8, 2016Warrant Agreement • June 13th, 2016 • Nevro Corp • 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 Nevro Corp. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Nevro Corp.Underwriting Agreement • June 13th, 2016 • Nevro Corp • Surgical & medical instruments & apparatus • New York
Nevro Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $150,000,000 principal amount of its 1.75% Convertible Senior Notes due 2021 (the “Underwritten Securities”) and, at the option of the Underwriters solely to cover over-allotments, up to an additional $22,500,000 principal amount of its 1.75% Convertible Senior Notes due 2021 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such Option Securities granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), or a combination of cash and shares of Common Stock at the Company’
June 7, 2016Warrant Agreement • June 13th, 2016 • Nevro Corp • 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 Nevro Corp. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
June 8, 2016Call Option Transaction • June 13th, 2016 • Nevro Corp • 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 Morgan Stanley & Co. International plc (“Dealer”) and Nevro Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
