EXHIBIT 10.6 EMPLOYMENT AGREEMENT

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Exhibit 10.6

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 23 ^rd day of January, 2006, is entered into among Daniel J. Lacienski ("Employee"), Alphatec Spine, Inc., a California corporation (the "Company"), and Alphatec Holdings, Inc., a Delaware corporation ("Parent").

        1.     Employment .    Employee's employment with the Company shall commence on February 6, 2006 (the "Commencement Date") and shall continue upon the terms set forth in this Agreement for the period set forth in Section 2 hereof.

        2.     Term of Employment .    

        (a)   Until such time as either the Employee or the Company terminates the employment as set forth herein, the term of the Employee's employment shall be three years from the Commencement Date (the "Initial Term").

        (b)   The Initial Term shall be automatically renewed as of each anniversary of the Commencement Date for an additional twelve-month period unless the Company or the Employee delivers to the other, at least 30 days prior to each anniversary date, written notice specifying that the Employee's employment will not be renewed at the end of the then-applicable term of the Agreement.

        3.     Title; Capacity; Office .    

        (a) The Company shall employ Employee, and Employee agrees to work for the Company as its Executive Vice President, Operations. Employee shall perform the duties and responsibilities inherent in the position in which he serves and such other duties and responsibilities as the Chairman shall from time to time reasonably assign to him. Employee shall report to the Chairman.

        (b) Employee's office shall be located at the Company's headquarters in Carlsbad, California, or at such other corporate headquarters approved by the Board of Directors (the "Board"). Employee agrees that, while he will retain his residence in the Western Massachusetts area, he will not be, and will act in a way that he will not be perceived as, a commuter executive.

        4.     Compensation and Benefits .    While employed by the Company, Employee shall be entitled to the following (it being agreed, for the avoidance of doubt, that, except as provided in Section 6.2, amounts payable on the happening of any specified event will not be payable if the Employee is not employed by the Company upon the happening of such event):

        4.1     Salary .    The Company shall pay Employee an annual base salary of $285,000.00, less applicable payroll withholdings, payable in accordance with the Company's customary payroll practices, with salary increases, if any, to be determined by the Chairman on an annual basis beginning January, 2007.

        4.2     Performance Bonus .    Employee will be eligible to receive a cash performance bonus each fiscal year, payable the conclusion of the Company's end of the fiscal year audit, in an amount of up to 50% of the base salary received by Employee for such fiscal year. Performance bonuses shall be based upon the achievement of objectives established by the Chairman.

        4.3     Fringe Benefits .    Employee will be entitled to participate in all benefit programs that the Company establishes and makes available to its management Employees. Employee will also be entitled to take fully paid vacation in accordance with Company policy, which shall be not less than four (4) weeks per calendar year, with no forfeiture for unused vacation days.

        4.4     Reimbursement of Expenses .    Employee shall be entitled to prompt reimbursement for reasonable expenses set forth on Schedule I incurred or paid by his in connection with, or related

to the performance of, his duties, responsibilities or services under this Agreement, upon presentation by Employee of documentation, expense statements, vouchers and/or such other supporting information as the Company may reasonably request.

        4.5     Equity .    Upon the Commencement Date, Employee shall be granted options to purchase 35,000 shares of Series A-1 Common Stock of Parent. The options shall be issued at the fair market value of the Series A-1 Common Stock on the date of issuance and shall be issued pursuant to an incentive stock option agreement that shall, among other things, contain a five-year vesting period with immediate vesting upon a change of control.

        5.     Termination of Employment Period .    The Agreement shall terminate upon the occurrence of any of the following:

        5.1     Termination for Cause .    At the election of the Company, for Cause. For the purposes of this Section 5.1, "Cause" for termination shall be deemed to exist upon the occurrence of any of the following:

        (a)   a written finding by the Chairman made after reasonable investigation that Employee has engaged in dishonesty, gross negligence or gross misconduct that is injurious to the Company, and notice to such Employee of such written finding;

        (b)   Employee's conviction or entry of nolo contendere to any felony or crime involving moral turpitude, fraud or embezzlement of Company property; and

        (c)   a written finding by the Chairman that Employee has engaged in a material breach of this Agreement, and that, after written notice of the right to cure within thirty (30) days, has not cured such material breach.

        5.2     Termination by the Company Without Cause .    At the election of the Company, without Cause, at any time, upon thirty (30) days written notice to Employee. Except as provided in Section 3(a) hereof, any material change in the duties or reporting responsibilities of Employee shall be treated, at the election of Employee, as a termination without cause.

        5.3     Voluntary Termination —At the election of the Employee, for any reason, upon thirty (30) days notice to the Company.    

        6.     Effect of Termination .    

        6.1     Termination for Cause or at the Election of Employee .    In the event that Employee's employment is terminated for Cause pursuant to Section 5.1 or at the Election of the Employee pursuant to Section 5.3, the Company shall have no further obligations under this Agreement other than to pay to Employee the compensation and benefits, including payment for accrued but untaken vacation days, otherwise payable to his under Section 4 through the last day of his actual employment by the Company.

        6.2     Termination by the Company Without Cause .    In the event that Employee's employment is terminated pursuant to Section 5.2, the Company shall continue for a period of 12 months (the "Severance Period") to pay to Employee his annual base salary then in effect in the manner set forth in Section 4.1 and payment for accrued but untaken vacation days, and to provide benefits as set forth in section 4.5. Employee shall also continue to be eligible for bonuses pursuant to Section 4.2, despite Employee's termination, for such 12-month period; provided, however , that in the event Employee is terminated pursuant to Section 5.2 after a change in control, the Employee's bonus pursuant to Section 4.2 for the fiscal year in which Employee is terminated shall be paid upon termination, and shall not be less than 100% of his target bonus (i.e., target bonus defined as 35% of then base salary), prorated by multiplying the target bonus by the number of full or partial weeks Employee was employed during such fiscal year divided by 52 and the

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Employee shall continue to vest in is options granted pursuant to Section 4.5 during the Severance Period.

        7.     Non-disclosure and Non-competition .    

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