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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/ Alexis Lukianov
 Alexis V. Lukianov

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:	 	WILLIAM BLAIR CAPITAL PARTNERS VII QP, L.P.
	

 	
 	

By:	

William Blair Capital Management VII, L.P.
	 	 	Its:	General Partner
	

 	
 	

By:	

William Blair Capital Management VII, L.L.C.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Arda Minocherhomjee
 Arda M. Minocherhomjee

Managing Director
	

 	
 	

 	

 
	 	 	WILLIAM BLAIR CAPITAL PARTNERS VII, L.P.
	

 	
 	

By:	

William Blair Capital Management VII, L.P.
	 	 	Its:	General Partner
	

 	
 	

By:	

William Blair Capital Management VII, L.L.C.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Arda Minocherhomjee
 Arda M. Minocherhomjee

Managing Director
	

 	
 	

 	

 
	 	 	KLEINER PERKINS CAUFIELD & BYERS VIII, L.P.
	

 	
 	

By:	

/s/ Joseph Lacob
 Joseph Lacob, General Partner
	

 	
 	

 	

 
	 	 	KPCB LIFE SCIENCES ZAIBATSU FUND II
	

 	
 	

By:	

/s/ Joseph Lacob
 Joseph Lacob, General Partner
	

 	
 	

 	

 
	 	 	KPCB VIII FOUNDERS FUND
	

 	
 	

By:	

/s/ Joseph Lacob
 Joseph Lacob, General Partner
	

 	
 	

 	

 
	 	 	ENTERPRISE PARTNERS IV, L.P.
	

 	
 	

By:	

Enterprise Management Partners IV, L.P.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Andrew Senyei
 Andrew E. Senyei, General Partner
	 	 	 	 







	

 	
 	

 	

 
	 	 	ENTERPRISE PARTNERS IV ASSOCIATES, L.P.
	

 	
 	

By:	

Enterprise Management Partners IV, L.P.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Andrew Senyei
 Andrew E. Senyei, General Partner
	

 	
 	

 	

 
	 	 	ENTERPRISE PARTNERS ANNEX FUND IV, L.P.
	

 	
 	

By:	

Enterprise Management Partners IV-A, L.P.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Andrew Senyei
 Andrew E. Senyei, General Partner
	

 	
 	

 	

 
	 	 	ENTERPRISE PARTNERS ANNEX FUND IV-A, L.P.
	

 	
 	

By:	

Enterprise Management Partners IV-A, L.P.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Andrew Senyei
 Andrew E. Senyei, General Partner
	

 	
 	

 	

 
	 	 	DOMAIN PARTNERS IV, L.P.
	

 	
 	

By:	

One Palmer Square Associates IV, L.L.C.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Kathleen K. Schoemaker
 Kathleen K. Schoemaker

Managing Member
	

 	
 	

 	

 
	 	 	DP IV ASSOCIATES, L.P.
	

 	
 	

By:	

One Palmer Square Associates IV, L.L.C.
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/ Kathleen K. Schoemaker
 Kathleen K. Schoemaker

Managing Member









	 	 	CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
	

 	
 	

By:	

/s/ Jacque Douziech	
 	

/s/ illegible
	 	 	 	

	 	 	Its:	Senior Partner	 	Partner
	 	 	 	

	 	 	Print Name:	J. Douziech	 	illegible
	 	 	 	 	

	

 	
 	

 	

 	

 	
 	

 
	 	 	A.M. PAPPAS 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
	

 	
 	

 	

 	

 	
 	

 
	 	 	JOHNSON & JOHNSON DEVELOPMENT CORPORATION
	

 	
 	

By:	

/s/ John Onopchenko
 John Onopchenko, Vice President
	

 	
 	

 	

 	

 	
 	

 
	 	 	BROBECK, PHLEGER & HARRISON, LLP
	

 	
 	

By:	

/s/ Ronald F. Greenspan

	 	 	Its:	Trustee
	 	 	 	

	 	 	Print Name:	Ronald F. Greenspan
	 	 	 	 	

	

 	
 	

 	

 	

 	
 	

 
	 	 	COMDISCO, INC.
	

 	
 	

By:	

/s/ Thomas N. Ahto

	 	 	Its:	Senior Vice President
	 	 	 	

	 	 	Print Name:	Thomas N. Ahto
	 	 	 	 	

	

 	
 	

 	

 	

 	
 	

 
	 	 	INNOVATIVE ORTHOTICS & REHABILITATION INC.
	

 	
 	

By:	

/s/ David DeFrancis

	 	 	Its:	VP
	 	 	 	

	 	 	Print Name:	David DeFrancis
	 	 	 	 	

	

 	
 	

 	

 	

 	
 	

 
	 	 	MLPF&S CUST. WILLIAM PLAYER BAREFOOT IRA, TAX ID# 13-3180817
	

 	
 	

By:	

/s/ William Player Barefoot

	 	 	Its:	 	 	 	 
	 	 	 	

	 	 	Print Name:	William Player Barefoot
	 	 	 	 	












	 	 	MLFPS AS CUSTODIAN, FBO SCOTT KITCHEL SEP
	

 	
 	

By:	

/s/ Scott Kitchel

	 	 	Its:	 	 
	 	 	 	

	 	 	Print Name:	Kitchel
	 	 	 	 	

	

 	
 	

 	

 	

 
	 	 	PETERSON FAMILY LLC
	

 	
 	

By:	

/s/ Mark Peterson

	 	 	Its:	Manager
	 	 	 	

	 	 	Print Name:	Mark Peterson
	 	 	 	 	

	

 	
 	

 	

 	

 
	 	 	ROBERTSON STEPHENS, INC.
	

 	
 	

By:	

/s/ Illegible

	 	 	Its:	Managing Director
	 	 	 	

	 	 	Print Name:	illegible
	 	 	 	 	

	

 	
 	

 	

 	

 
	 	 	RS COINVESTMENT FUND, L.L.C.
	

 	
 	

By:	

/s/ Zack Edmonds

	 	 	Its:	GP
	 	 	 	

	 	 	Print Name:	Zack Edmonds
	 	 	 	 	

	

 	
 	

 	

 	

 
	 	 	SSI SPINAL SOLUTIONS
	

 	
 	

By:	

/s/ illegible

	 	 	Its:	illegible
	 	 	 	

	 	 	Print Name:	illegible
	 	 	 	 	

	

 	
 	

 	

 	

 
	 	 	CALLAWAY PRIVATE EQUITY PARTNERS, INC.
	

 	
 	

By:	

/s/ Mart Bailey

	 	 	Its:	Managing Partner
	 	 	 	

	 	 	Print Name:	Mart Bailey
	 	 	 	 	








	

 	
 	

 	

 	

 
	 	 	INTEGRAL CAPITAL PARTNERS VI, L.P.
	

 	
 	

By:	

Integral Capital Management VI, LLC
	 	 	Its:	General Partners
	

 	
 	

By:	

/s/ Pamela K. Hagenah

	 	 	Its:	a Manager
	 	 	 	

	 	 	Print Name:	Pamela K. Hagenah
	 	 	 	 	

	

 	
 	

By:	

/s/ Behrooz Akbarnia
 Behrooz A. Akbarnia, an individual
	

 	
 	

By:	

/s/ Craig Andrews
 Craig S. Andrews, an individual
	

 	
 	

By:	

/s/ Kevin P Armstrong
 Kevin P. Armstrong, an individual
	

 	
 	

By:	

/s/ Rudolph Bertgnoli
 Rudolph Bertagnoli, an individual
	 	 	 	 	 







	

 	
 	

By:	

/s/ Andrew Cappuccino
 Andrew Cappuccino, an individual
	

 	
 	

By:	

/s/ Ronald C. Childs
 Ronald Clayton Childs, an individual
	

 	
 	

By:	

/s/ Matthew Frank
 Matthew Frank, an individual
	

 	
 	

By:	

/s/ G. Rogan Fry
 Griffith Rogan Fry, an individual
	

 	
 	

By:	

/s/ James Gleason
 James Gleason, an individual
	

 	
 	

By:	

/s/ Peter A. Guagliano
 Peter A. Guagliano, an individual
	

 	
 	

By:	

/s/ Klaus Hagenmeyer
 Klaus Hagenmeyer, an individual
	

 	
 	

By:	

/s/ Regis Haid, Jr.
 Regis William Haid, Jr., an individual
	

 	
 	

By:	

/s/ William Houston, Jr.
 William Houston, Jr., an individual
	

 	
 	

By:	

/s/ Jeff Hughes
 Jeff Hughes, an individual
	

 	
 	

By:	

    
 Gregg Lacoste, an individual
	

 	
 	

By:	

/s/ Joe C Loy
 Joe C. Loy, an individual
	

 	
 	

By:	

/s/ Todd Marinchak
 Todd Marinchak, an individual
	

 	
 	

By:	

/s/ James Marino, M.D.
 Dr. James Marino, an individual
	

 	
 	

By:	

/s/ Scot Martinelli
 Scot Martinelli, an individual
	

 	
 	

By:	

/s/ Dawn Maywood
 Dawn Maywood, an individual
	

 	
 	

By:	

/s/ Sam Maywood
 Sam Maywood, an individual
	

 	
 	

By:	

/s/ David Merrill
 David Merrill, an individual
	

 	
 	

By:	

/s/ Tom Meyer
 Tom L. Meyer, III, an individual
	 	 	 	 	 







	

 	
 	

By:	

/s/ Bobbie-Jo Romanishan
 Bobbi-Jo Romanishan, an individual
	

 	
 	

By:	

/s/ Anthony Ross
 Anthony Ross, an individual
	

 	
 	

By:	

/s/ Tony Salerni
 Tony Salerni, an individual
	

 	
 	

By:	

/s/ Jonathan Spangler
 Jonathan Spangler, an individual
	

 	
 	

By:	

/s/ Craig Sparks
 Craig Sparks, an individual
	

 	
 	

By:	

/s/ Frederick J. Thabet
 Frederick J. Thabet, an individual
	

 	
 	

By:	

/s/ R. Jay Thabet
 R. Jay Thabet, Jr., an individual
	

 	
 	

By:	

/s/ Alexander Vaccarro
 Alexander Vaccarro, an individual
	

 	
 	

By:	

/s/ Marjorie Vaccarro
 Marjorie Vaccarro, an individual
	

 	
 	

By:	

/s/ Keith C. Valentine
 Keith C. Valentine, an individual
	

 	
 	

 	

 	

 
	 	 	BNDD, LP

4130 La Jolla Village Drive

Suite 107-7

La Jolla, CA 92037
	

 	
 	

By:	

/s/ Bruce Van Dam
 Bruce Van Dam

Managing Partner







 
 

SCHEDULE A    
    



	William Blair Capital Partners VII, QP, L.P.	 	Behrooz A. Akbarnia
	William Blair Capital Partners VII, L.P.	 	Craig S. Andrews
	Kleiner Perkins Caufield & Byers VIII	 	Kevin P. Armstrong
	KPCB Life Sciences Zaibatsu Fund II	 	Rudolph Bertagnoli
	KPCB VIII Founders Fund	 	Andrew Cappuccino
	Enterprise Partners IV, L.P.	 	Ronald Clayton Childs
	Enterprise Partners IV Associates, L.P.	 	Matthew Frank
	Enterprise Partners Annex Fund IV, L.P.	 	Griffith Rogan Fry
	Enterprise Partners Annex Fund IV-A, L.P.	 	James Gleason
	Domain Partners IV, L.P.	 	Peter A. Guagliano
	DP IV Associates, L.P.	 	Klaus Hagenmeyer
	Caisse de depot et placement du Quebec	 	Regis William Haid, Jr.
	A.M. Pappas Life Science Ventures II, L.P.	 	William Houston, Jr.
	Johnson & Johnson Development Corporation	 	Jeff Hughes

Gregg Lacoste
	Brobeck, Phleger & Harrison LLP	 	Joe C. Loy
	Comdisco, Inc.	 	Todd Marinchak
	Innovative Orthotics & Rehabilitation Inc.	 	Scot Martinelli
	Integral Capital Partners VI, L.P.	 	Dr. James Marino
	MLPF&S Cust. William Player Barefoot IRA	 	Sam & Dawn Maywood
	MLFPS as Custodian, FBO Scott Kitchel SEP	 	David Merrill
	Peterson Family LLC	 	Tom L. Meyer, III.
	Robertson Stephens, Inc.	 	Bobbie-Jo Romanishan
	RS Coinvestment Fund, L.L.C.	 	Anthony Ross
	SSI Spinal Solutions	 	Tony Salerni
	Callaway Private Equity Partners, Inc.	 	Jonathan Spangler

Frederick J. Thabet

R. Jay Thabet, Jr.

Craig Sparks

Alexander & Marjorie Vaccaro

Keith C. Valentine

BNDD, LP











QuickLinks



EXHIBIT 4.3


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

RECITALS

RECITALS


SCHEDULE A