Exhibit 10.6(b)

NEVRO CORP.

AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amendment to Amended and Restated Registration Rights Agreement (this “Amendment”), by and among Nevro Corp., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company is made and entered into as of March 5, 2013, with respect to that certain Amended and Restated Registration Rights Agreement, dated as of February 8, 2013, by and among the Company and each of the stockholders of the Company listed on Exhibit A thereto, as such Exhibit A may be amended from time to time (the “Stockholders”) (the “Original Agreement”).  Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Original Agreement.

RECITALS

WHEREAS, the Company and the Stockholders are parties to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of February 8, 2013, as amended by that certain Amendment to Series C Convertible Preferred Stock Purchase Agreement, dated as of even date herewith (together as amended, the “Purchase Agreement”), pursuant to which two new investors are purchasing shares of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”) and Novo is purchasing additional shares of Series C Preferred Stock in a Subsequent Closing (as defined in the Purchase Agreement).

WHEREAS, in connection with the Subsequent Closing, the Company and the undersigned Stockholders desire to amend the Original Agreement in certain respects as set forth herein.

WHEREAS, pursuant to Section 14.3 of the Original Agreement, the provisions of the Original Agreement may be amended or waived at any time by the written agreement of the Company and Stockholders holding at least 70% of the Registrable Securities.

WHEREAS, any amendment or waiver effected in accordance with Section 14.3 of the Original Agreement shall be binding upon each holder of Registrable Securities and the Company.

WHEREAS, the undersigned Stockholders hold, in the aggregate, not less than 70% of the Registrable Securities, voting together as a single class on an as-converted basis.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                                      Amendments.

(A).                            Section 14.3 of the Original Agreement is hereby amended to add the following sentence: “Notwithstanding anything herein to the contrary, if pursuant to the Series C Stock Purchase Agreement, additional parties may purchase shares of Series C Preferred Stock in a Subsequent Closing (as defined in the Series C Stock Purchase Agreement) thereunder, then each such Purchaser (as defined in the Series C Stock Purchase Agreement) shall become a party to this Agreement as a “Stockholder” hereunder, without the need for any consent, approval or signature of any Stockholder when such Purchaser has both: (a) purchased shares of Series C Preferred Stock under the Series C Stock Purchase Agreement and paid the Company all consideration payable for such shares and (b) executed one or more counterpart signature pages to this Agreement.”

(B).                            Exhibit A to the Original Agreement is hereby amended in its entirety in the form attached as Exhibit A hereto.

2.                                      Reference to and Effect on the Original Agreement.  On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby.  No reference to this Amendment need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Agreement, in any of such to be deemed a reference to the Original Agreement as amended hereby.

3.                                      No Other Amendments.  Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms.

4.                                      Counterparts.  This Amendment may be executed in any number of counterparts, each of which may be executed by less than all of the parties necessary to give effect to this Amendment, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

5.                                      Headings.  All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provisions of this Amendment or the Original Agreement.

6.                                      Governing Law.  This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(Signature Pages Follow)

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EXHIBIT A

STOCKHOLDERS

*  Includes options to purchase 10,926,742 shares of Common Stock

**   Options to purchase Common Stock