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Alphatec Holdings Inc

For the period ended Jun 11, 2025. Filed Apr 25, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2025 · Filed Apr 25, 2025

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Appendix B

CERTIFICATE OF AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION

OF

Alphatec Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST:The name of this Corporation is Alphatec Holdings, Inc. and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 4, 2005.
SECOND:The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Corporation’s Restated Certificate of Incorporation, declaring such amendment to be advisable and calling for the stockholders of the Corporation to approve such amendment. The resolutions setting forth the proposed amendment are as follows:

RESOLVED, that the first paragraph of Article FOURTH, Section A of the Corporation’s Restated Certificate of Incorporation shall be amended and restated in its entirety to read as follows:

“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 420,000,000 shares, consisting of 400,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and 20,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Of such 20,000,000 shares of Preferred Stock, 15,000,000 shares shall be designated as “New Redeemable Preferred Stock.””
THIRD:Thereafter, pursuant to a resolution by the Board of Directors of the Corporation, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware, and this Certificate of Amendment was duly adopted and approved in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the required vote of the stockholders of the Corporation. Accordingly, this Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by its duly authorized officer this ___ day of _______, 2025.

ALPHATEC HOLDINGS, INC.

By:

Patrick S. Miles

President and Chief Executive Officer

Your vote P.O. BOX 8016, CARY, NC 27512-9903 matters! Have your ballot ready and please use one of the methods below for easy voting: Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Internet: Alphatec Holdings, Inc. www.proxypush.com/ATEC Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote For Stockholders of record as of April 16, 2025 Phone: 1-866-834-6032 Wednesday, June 11, 2025 10:00 AM, Pacific Time Use any touch-tone telephone ATEC Spine, Inc. 1950 Camino Vida Roble, Carlsbad, CA 92008 Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid YOUR VOTE IS IMPORTANT! envelope provided PLEASE VOTE BY: 10:00 AM, Pacific Time, June 11, 2025. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Patrick S. Miles and Tyson Marshall (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Alphatec Holdings, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

Alphatec Holdings, Inc. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2, 3, 4 AND 5 PROPOSAL 1. To elect nine persons to our Board of Directors FOR 1.01 Mortimer Berkowitz III P2 1.02 Quentin Blackford P3 1.03 David Demski P4 1.04 Karen K. McGinnis P5 1.05 Patrick S. Miles P6 1.06 David R. Pelizzon P7 1.07 Jeffery P. Rydin P8 1.08 Keith Valentine P9 1.09 Ward W. Woods P10 FOR 2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting P11 firm for our fiscal year ending December 31, 2025. 3. Approval of an amendment to our 2016 Equity Incentive Plan. P12 4. Approval of an amendment to our Certificate of Incorporation. P13 5. To approve, on an advisory basis, the compensation of our named executive officers. P14 YOUR VOTE WITHHOLD P2 P3 P4 P5 P6 P7 P8 P9 P10 AGAINST P11 P12 P13 P14 ABSTAIN P11 P12 P13 P14 BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR Check here if you would like to attend the meeting in person. Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Signature (if held jointly)

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