AMENDMENT NO. 3 TO 2004 EMPLOYEE STOCK PURCHASE PLAN OF NUVASIVE, INC. Effective May 1, 2012

The purchase price of the shares is accumulated by regular payroll deductions made during each Offering Period, provided, however, that for the First Offering Period, the purchase price of the shares shall be paid by the eligible employee in cash on each Purchase date within the First Offering Period unless the eligible employee elects to purchase such shares through payroll deductions, after the filing of an effective Form S-8 registration statement pursuant to the second sentence of Section 7 above, within thirty (30) days following the First Offering Period. The deductions are made as a percentage of the participant’s compensation n one percent (1%) increments, not less one percent (1%), nor greater than fifteen percent (15), or such lower limit set by the Committee. Compensation shall mean base pay, including holiday, vacation, sick, jury duty, bereavement and leave of absence pay, overtime, commissions, bonuses (as defined by the Company’s bonus plan(s)), guarantee pay, supplemental pay and car allowances, provided, however that compensation shall not include any long term disability or workmens compensation payments, relocation payments or expense reimbursement and further provided, however, that for purposes of determining a participant’s compensation, any election by such participant to reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if they participant did not make such election. Payroll deductions shall commence on the first payday after the beginning of the Offering Period and shall continue to the end of the Offering Period unless sooner altered or terminated as provided by this Plan.