Exhibit 4.1
Execution Version
FIRST
SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 2023 (the First Supplemental
Indenture), is entered into among NuVasive, Inc., a Delaware corporation (the Company), Globus Medical, Inc., a Delaware corporation (Parent), and Wilmington Trust, National Association, a national
banking association, as trustee (the Trustee).
WHEREAS, the Company and the Trustee entered into an indenture, dated
as of March 2, 2020 (the Base Indenture, as modified by the Supplemental Indenture, the Indenture), between the Company and the Trustee, providing for the issuance of the 0.375% Convertible Senior Notes due
2025 (the Notes);
WHEREAS, on February 8, 2023, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement) with Parent and Zebra Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (Merger Sub);
WHEREAS, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Parent (the Merger);
WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of common
stock, $0.001 par value per share, of the Company (the Common Stock) issued and outstanding immediately prior to the Effective Time (other than any shares held in treasury or held or owned by the Company, Parent or Merger Sub by
the Company) will be cancelled and converted into the right to receive 0.75 fully paid and non-assessable shares of Class A common stock, par value $0.001 per share, of Parent (Parent Common
Stock, each such 0.75 share of Parent Common Stock, a Unit of Reference Property), and cash in lieu of fractional shares as set forth in the Merger Agreement;
WHEREAS the Effective Time will occur concurrently with the execution of this First Supplemental Indenture;
WHEREAS, the Merger does not constitute a Fundamental Change or a Make-Whole Fundamental Change;
WHEREAS, the Merger constitutes a Merger Event;
WHEREAS, pursuant to Section 4.07 of the Base Indenture, the Company and Parent are required to execute and deliver to the Trustee a
supplemental indenture providing for, among other things, (i) the right to convert each $1,000 principal amount of Notes into the same type of consideration that Holders would have been entitled to receive if such Holders had held a number of
shares of Common Stock equal to the applicable Conversion Rate in effect immediately prior to such Merger Event, (ii) provide for subsequent adjustments to the Conversion Rate provided for in Article 4 of the Base Indenture in the manner set
forth in Section 4.07 of the Base Indenture and (iii) contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the fact that the
Reference Property includes Parent Common Stock, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights of Holders set forth in Article 3 of the Base Indenture.
WHEREAS, Parent wishes to fully and unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture (the
Guarantee);
WHEREAS, Section 10.01(i) of the Base Indenture provides that the Company and the Trustee may amend
or supplement the Indenture or the Notes without prior notice to, or the consent of, any Holder by entering into a supplemental indenture pursuant to, and in accordance with, Section 4.07 of the Base Indenture in connection with a Merger Event
to provide for the conversion of Notes in accordance with Article 4 of the Base Indenture, including, upon the occurrence of a Merger Event, (A) to provide that the Notes are convertible into Reference Property, as required under
Section 4.07 of the Base Indenture and (B) to effect the related changes to the terms of the Notes required under Section 4.07 of the Base Indenture, in each case, in accordance with the applicable provisions of the Base Indenture;