Northstar Neuroscience, Inc. 6,000,000 Shares 1 Common Stock ($0.001 par value) Underwriting AgreementNorthstar Neuroscience, Inc. • May 2nd, 2006 • Electromedical & electrotherapeutic apparatus • New York
Northstar Neuroscience, Inc., a corporation organized under the laws of the State of Washington (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 6,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 900,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular
