Exhibit 10.2
 AMENDMENT NO. 1
TO
LOAN AND SECURITY AGREEMENT
 Amendment No. 1 to Loan and Security Agreement Amendment Amendment Date Silicon Valley Bank Bank DemandTec, Inc. Borrower
 Recitals
 A.
    
    Borrower and Bank have entered into that certain Loan and Security Agreement dated as of
April 9, 2008 (the Loan Agreement), pursuant to which the Bank has agreed to extend and make
available to Borrower certain advances of money.B.
    
    Borrower now desires that Bank amend the Loan Agreement to (a) extend the maturity date, (b)
increase the Revolving Line, (c) modify certain financial covenants, and (d) make certain
other changes, all upon the terms and conditions more fully set forth herein.C.
    
    Subject to the representations and warranties of Borrower herein and upon the terms and
conditions set forth in this Amendment, Bank is willing to amend the Loan Agreement.
 Agreement
 NOW, THEREFORE
 1.
    
    Amendments to Loan Agreement.
 1.1
    
    Section 2.1.2 (Letters of Credit Sublimit). Section 2.1.2(a) of the Loan Agreement is
amended in its entirety by replacing it with the following:
  1.2
    
    Section 2.1.3 (Foreign Exchange Sublimit). Section 2.1.3 of the Loan Agreement is
amended in its entirety by replacing it with the following:
 2.1.3 Foreign Exchange Sublimit FX Forward Contract Settlement Date FX Reduction Amount
 1




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1.3
    
    Section 2.4(b)(Advances). Section 2.4(b) of the Loan Agreement is amended in its
entirety by replacing it with the following:
 Advances
 1.4
    
    Section 2.5(a)(Commitment Fee). Section 2.5(a) of the Loan Agreement is amended in
its entirety by replacing it with the following:
 Commitment Fee
 1.5
    
    Section 6.7(b)(Tangible Net Worth). Section 6.7(b) of the Loan Agreement is amended in
its entirety by replacing it with the following:
 Tangible Net Worth
 1.6
    
    Section 13.1 (Definitions). The following defined terms and their definitions in
Section 13.1 of the Loan Agreement are amended in their entirety and replaced by the
following:
 Availability Amount
 FX Reserve
 LIBOR Rate Margin
 Revolving Line
 Revolving Line Maturity Date
 1.7
    
    Section 13.1 (Definitions). The following defined term and its definition is added in
its alphabetically appropriate position in Section 13.1 of the Loan Agreement:
 Amendment
1 Date
 1.8
    
    Exhibit B to Loan Agreement (Compliance Certificate). Exhibit B of the Loan Agreement
is amended in its entirety by deleting it and replacing it with Exhibit A attached
hereto.
 2.
    
    Borrowers Representations And Warranties.
 2.1
    
    Borrower hereby affirms and makes, as of the Amendment Date, all of the representations
and warranties contained in the Loan Agreement.2.2
    
    In addition, Borrower represents and warrants that:
 (a)
    
    no Event of Default has occurred and is continuing;(b)
    
    Borrower has the corporate power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by this
Amendment;
 2




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(c)
    
    Borrowers Restated Certificate of Incorporation, Amended and Restated Bylaws,
and corporate borrowing resolutions dated May 6, 2009 delivered to Bank in connection
with the execution of this Amendment, remain true, accurate and complete and have not
been amended, supplemented or restated and are and continue to be in full force and
effect;(d)
    
    the execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment,
have been duly authorized by all necessary corporate action on the part of Borrower;(e)
    
    this Amendment has been duly executed and delivered by Borrower and is the
binding obligation of Borrower, enforceable against Borrower in accordance with the
terms of this Amendment, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium or other similar laws of general
application and equitable principles relating to or affecting creditors rights; and(f)
    
    as of the date hereof, Borrower has no defenses against the obligation to pay
to Bank any amounts under the Obligations. Borrower acknowledges that Bank has acted
in good faith and has conducted in a commercially reasonable manner its relationships
with Borrower in connection with this Amendment and in connection with the Loan
Documents.
 2.3
    
    Borrower understands and acknowledges that Bank is entering into this Amendment in
reliance upon, and in partial consideration for, the representations and warranties in
Section 2.1 and 2.2, and agrees that such reliance is reasonable and appropriate.
 3.
    
    Limitation. The amendments set forth in Section 1 shall be limited precisely as
written and shall not be deemed (a) to be a waiver or modification of any other term or
condition of the Loan Agreement or of any other instrument or agreement referred to therein or
to prejudice any right or remedy which Bank may now have or may have in the future under or in
connection with the Loan Agreement or any instrument or agreement referred to therein; or (b)
to be a consent to any future amendment or modification or waiver to any instrument or
agreement the execution and delivery of which is consented to hereby, or to any waiver of any
of the provisions thereof. Except as expressly amended hereby, the Loan Agreement shall
continue in full force and effect.4.
    
    Effectiveness. This Amendment shall become effective upon the satisfaction of all
the following conditions precedent:
 4.1
    
    Amendment. Borrower and Bank shall have duly executed and delivered this Amendment to
Bank;4.2
    
    Commitment Fee. Borrower shall have paid to Bank the fully earned, non-refundable
commitment fee due on the Amendment Date pursuant to Section 2.5(a) of the Loan Agreement,
as amended by this Amendment.4.3
    
    Bank Expenses. Borrower shall have paid to Bank all Bank Expenses incurred through the
date of this Amendment.
 5.
    
    Counterparts. This Amendment may be signed in any number of counterparts, and by
different parties hereto in separate counterparts, with the same effect as if the signatures
to each such counterpart were upon a single instrument. All counterparts shall be deemed an
original of this Amendment.6.
    
    Integration. This Amendment and any documents executed in connection herewith or
pursuant hereto contain the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements, understandings, offers and negotiations,
oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced
in any judicial or arbitration proceeding, if any, involving this Amendment; except that any
financing statements or other agreements or instruments filed by Bank with respect to
Borrowers shall remain in full force and effect.7.
    
    Governing Law; Venue.THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrowers and Bank each
submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County,
California.
 Remainder of page left blank  signature page follows.
 3




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Signature page to Amendment 1
 IN WITNESS WHEREOF
 Borrower:
    
    DemandTec, Inc., a Delaware corporationBy: /s/ Mark CulhanePrinted Name: Mark CulhaneTitle: CFOBank:
    
    Silicon Valley BankBy: /s/ Ray AguilarPrinted Name: Ray AguilarTitle: RM




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EXHIBIT A TO AMENDMENT NO. 1
 EXHIBIT B TO AGREEMENT  COMPLIANCE CERTIFICATE
 TO:
    
    Silicon Valley Bank
    
    Date:FROM:
    
    DemandTec, Inc.
 Demandtec, Inc. Borrower Agreement
 Please indicate compliance status by circling Yes/No under Complies column.
 Reporting Covenant
    
    Required
    
    CompliesCompliance Certificate
    
    With financial statements
    
    Yes    NoAnnual financial projections
    
    FYE within 50 days
    
    Yes    No10-Q, 10-K and 8-K
    
    Within 5 days after filing with SEC
    
    Yes    NoCash balance report, A/R & A/P Agings
    
    Quarterly within 50 days
    
    Yes    No
 Financial Covenant
    
    Required
    
    
    Actual
    
    
    CompliesMaintain on a QuarterlyBasis:Minimum Adjusted Quick Ratio
    
    
    2.0:1.0
    
    
    
    :1.0
    
    
    Yes      NoMinimum Tangible Net Worth
    
    $
    20,000,000
    *
    
    $
    
    
    
    Yes    No
 
 *
    
    increasing by 50% of net new equity and 50% of quarterly profits   Demandtec, Inc.
    
    BANK USE ONLYReceived by:
    
    Date:AUTHORIZED SIGNERBy:Name:
    
    Verified by:
    
    Date:AUTHORIZED SIGNERTitle:Compliance Status:
       
           
           
                ___Yes ___No
 Exhibit A-1




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Schedule 1 to Compliance Certificate
 Financial Covenants of Borrower
 
 I. Adjusted Quick Ratio (Section 6.7(a))
 
 A.
    
    Aggregate value of the unrestricted cash and cash equivalents of Borrower and its Subsidiaries
    
    $B.
    
    Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries
    
    $C.
    
    Aggregate value of the Investments of Borrower and its Subsidiaries
    
    $D.
    
    Quick Assets (the sum of lines A through C)
    
    $E.
    
    Aggregate value of current Obligations to Bank
    
    $F.
    
    Aggregate value of liabilities that should, under GAAP, be classified as liabilities on
Borrowers consolidated balance sheet, including all Indebtedness, and not otherwise
reflected in line E above that matures within one (1) year
    
    $G.
    
    Current Liabilities (the sum of lines E and F)
    
    $H.
    
    Deferred Revenue to the extent included in line G
    
    $I.
    
    Line G minus Line H
    
    $J.
    
    Adjusted Quick Ratio (line D divided by line I)
    
    $
 
 II. Tangible Net Worth (Section 6.7(b))
 Required: $20,000,000 increasing by 50% of net new equity proceeds and 50% of quarterly profits,
i.e.
    
    $
  A.
    
    Aggregate value of total assets of Borrower and its Subsidiaries
    
    $B.
    
    Aggregate value of goodwill of Borrower and its Subsidiaries
    
    $C.
    
    Aggregate value of intangible assets of Borrower and its Subsidiaries
    
    $D.
    
    Aggregate value of any reserves not already deducted from assets
    
    $E.
    
    Total Liabilities
    
    $F.
    
    Subordinated Debt
    
    $G.
    
    Tangible Net Worth (line A minus line B minus line C minus line D minus line E plusline F )
    
    $
 
 Exhibit A-2