Second Amendment to Exclusive License Agreement



 Exhibit 10.23 
 SECOND AMENDMENT TO 
 EXCLUSIVE LICENSE AGREEMENT 
 This Second Amendment to the License and Supply Agreement (this “Amendment”) is made as of January 12, 2009 by and among Alphatec Spine,
Inc., a Delaware corporation with a principal place of business at 5818 El Camino Real, 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 Alphatec Holdings, Inc., a Delaware corporation with a principal place of business at 5818 El Camino Real, 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, as amended, 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 4.1.2. Section 4.1.2 of the Agreement is hereby deleted and replaced in its entirety with the following language: 
 “4.1.2 Milestone Payments. Licensee shall pay milestone payments (or in the case of the Common Stock cause the issuance thereof by Holdings) to Licensor (each such payment or issuance a “Milestone Payment”) as
specified below no more than thirty (30) days after the occurrence of the corresponding event designated below, unless this Agreement has been terminated prior to such due date; provided that Licensor hereby assigns to its affiliate [***] and
(ii) the right to enforce this Agreement to the extent necessary [***], and Licensee and Holdings hereby consents to both such assignments. No Milestone Payments described in this Subsection 4.1.2 shall be credited against or otherwise reduce
any other amounts payable hereunder. 
 CONFIDENTIAL TREATMENT REQUESTED 








			
	 Event
	 	 Milestone Payment

		
	[***]	 	[***]
		
	[***]	 	[***]
		
	[***]	 	[***]
		
	[***]	 	[***]
		
	[***]	 	[***]

  

	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. 
 [Signatures Follow] 
 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:	 	/s/ 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

 CONFIDENTIAL TREATMENT REQUESTED