First Amendment to the License Agreement



 EXHIBIT 10.22 
 AMENDMENT TO 
 EXCLUSIVE LICENSE AGREEMENT 
 This Amendment to the License and Supply Agreement (this “Amendment”) is made as of January 14, 2008 by and among Alphatec Spine, Inc., a
Delaware corporation with a principal place of business at 2051 Palomar Airport Road, Suite 100, Carlsbad, California 92008 (“Licensee”), Progressive Spinal Technologies LLC, a limited liability company organized under the laws of the
state of Delaware, with an address at 410 East Walnut Street, Suite #8, Perkasie, Pennsylvania 18944 (“Licensor”) and for purposes of Section 7.2 and Section 11.15 hereof only Alphatec Holdings, Inc., a Delaware corporation with a
principal place of business at 2051 Palomar Airport Road, Suite 100, Carlsbad, California 92008 (“Holdings”). Capitalized terms undefined herein shall have the meaning ascribed them in the Agreement. 
 RECITALS 
 Reference is made to that
certain Exclusive License Agreement dated December 18, 2007, between the parties to this Amendment (the “Agreement”). 
 The
Parties desire to amend the Agreement as set forth herein. 
 Now, therefore, in consideration of the mutual promises set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties hereto, the Parties hereto agree as follows: 
 1.  AMENDMENTS 
 1.1 Amendment and Restatement of Section 1.10. Section 1.10 of the
Agreement is hereby deleted and replaced in its entirety with the following language: 
 “1.10 “Licensed Field” shall mean
[***]. 
 1.2 Addition of Section 4.4.4. The following language shall be added to the Agreement as Section
4.4.4: 
 “4.4.4 Limitation on the Number of Shares Issued. Notwithstanding anything to the contrary in this Agreement, in no
event shall the aggregate number of Shares issued pursuant to this Agreement be greater than 19.9% of the number of shares of Common Stock outstanding on the Effective Date. In the event that an issuance of Shares pursuant to this Agreement would
cause an aggregate issuance of Shares that is more than 19.9% of the number of shares Common Stock outstanding on the Effective Date, the Licensee shall make a cash payment to the Licensor equal to the difference between cash value of the Shares
that were scheduled to be issued pursuant to this Agreement, and the value of the Shares that were actually issued after giving effect to the limitation set forth in this Section 4.4.4.” 
  
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 2.  MISCELLANEOUS 
 In the event of any conflict between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall prevail. Other than as set
forth in this Amendment, the remainder of the Agreement shall remain in full force and effect. 
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 IN WITNESS WHEREOF, the Parties and Holdings have caused this Amendment to be executed by their duly authorized
representative. 
  

									
	ALPHATEC SPINE, INC.	 		 	PROGRESSIVE SPINAL
		 		 	TECHNOLOGIES LLC:
					
	By:	 	/s/ Dirk Kuyper	 		 	By:	 	E. Skott Greenlagh
		 	Name: Dirk Kuyper	 		 		 	Name: E. Skott Greenlagh
		 	Title:   President and CEO	 		 		 	Title:   CEO
			
	ALPHATEC HOLDINGS, INC.	 		 	
					
	By:	 	/s/ Dirk Kuyper	 		 		 	
		 	Name: Dirk Kuyper	 		 		 	
		 	Title:   President and CEO	 		 		 	

  
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