Third Amendment to the License Agreement



 Exhibit 10.3 
 THIRD AMENDMENT TO 
 EXCLUSIVE LICENSE AGREEMENT 
 This Third Amendment to the License and Supply Agreement (this “Amendment”) is made as of June 30, 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 the First Paragraph of Section 4.1.2. The first paragraph of 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 makes the following assignments, and the Licensee and Holdings approves and acknowledges such assignments: (i) Licensor assigns to
[***] the right to receive [***] of the shares of Common Stock to which Licensor is entitled in the event that [***] as described below; (ii) Licensor assigns to [***] the right to receive [***] of the shares
of Common Stock to which Licensor is entitled in the event that [***] as described below; and (iii) Licensor assigns to [***], which also does business as [***] the right to receive [***] of the shares of Common
Stock to which Licensor is entitled in the event that [***] as described below. In addition, Licensor assigns to each of [***] and [***] Licensor’s right to enforce this Agreement to the extent necessary to obtain the
issuance of such shares of Common Stock by Holdings. No Milestone Payments described in this Subsection 4.1.2 shall be credited against or otherwise reduce any other amounts payable hereunder.” 
  

 Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately 

 with the Secretary of the Commission pursuant to the Registrant’s application requesting 
 confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as 
 amended. 








 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 Greenhalgh

	Name:	 	Dirk Kuyper	 		 	Name:	 	E. Skott Greenhalgh
	Title:	 	President and CEO	 		 	Title:	 	CEO
				
	ALPHATEC HOLDINGS, INC.	 		 		 	
					
	By:	 	 /s/    Dirk Kuyper
	 		 		 	
	Name:	 	Dirk Kuyper	 		 		 	
	Title:	 	President and CEO	 		 		 	

  

 Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately 

 with the Secretary of the Commission pursuant to the Registrant’s application requesting 
 confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as 
 amended.