ALPHATEC HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT dated [ ], 2006 Deutsche Bank Securities Inc. First Albany Capital Inc. RBC Capital Markets CorporationAlphatec Holdings, Inc. • June 1st, 2006 • Surgical & medical instruments & apparatus • New York
Introductory. Alphatec Holdings, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 9,300,000 shares (the "Firm Shares") of its Common Stock, par value $0.0001 per share (the "Common Stock"). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,395,000 shares (the "Optional Shares") of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the "Shares." Deutsche Bank Securities Inc. ("DB"), First Albany Capital Inc. ("FAC") and RBC Capital Markets Corporation have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Shares.
