First Amendment to Loan and Security Agreement



 Exhibit 10.1 
 FIRST AMENDMENT 
 TO 
 LOAN AND SECURITY AGREEMENT 
 THIS FIRST AMENDMENT to Loan and Security
Agreement (this “Amendment”) is entered into this 30th day of March, 2009 by and between Silicon Valley Bank (“Bank”) and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”) whose address is 25881 Industrial
Boulevard, Hayward, CA 94545. 
 RECITALS 
 A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of the Effective Date (as the same may from time to time
be further amended, modified, supplemented or restated, the “Loan Agreement”). 
 B. Bank has extended credit to Borrower
for the purposes permitted in the Loan Agreement. 
 C. Borrower has requested that Bank amend the Loan Agreement to (i) revise
the financial covenants and (ii) make certain other revisions to the Loan Agreement as more fully set forth herein. 
 D. Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the
parties hereto agree as follows: 
 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings
given to them in the Loan Agreement. 
 2. Amendments to Loan Agreement. 
 2.1 Section 6.7 (Financial Covenants). Section 6.7(a) is amended in its entirety and replaced with the following: 
 “(a) Liquidity Ratio. A ratio of Liquidity to all Indebtedness owing from Borrower to Bank of at least (i) 1.85 to 1.00
at all times from March 31, 2009 through March 31, 2010 and (ii) 1.65 to 1.00 at all times thereafter.” 
 2.2
Section 6.7 (Financial Covenants). Section 6.7(c) is amended in its entirety and replaced with the following: 







 “6.7 Tangible Net Worth. A Tangible Net Worth of not less than the following
at all times during the applicable measuring period. 
  

			
	 Monthly Measuring Period
	  	 Minimum Tangible Net Worth

	 March 2009
	  	$11,500,000
	 April 2009
	  	$11,000,000
	 May 2009
	  	$10,000,000
	 June 2009
	  	$12,000,000
	 July 2009
	  	$11,000,000
	 August 2009
	  	$11,000,000
	 September 2009
	  	$12,000,000
	 October 2009
	  	$12,000,000
	 November 2009
	  	$11,000,000
	 December 2009
	  	$13,000,000
	 January 2010
	  	$12,000,000
	 February 2010
	  	$11,000,000
	 March 2010
	  	$12,500,000
	 April 1, 2010 and all times thereafter
	  	$14,000,000

 “ 
 3. Limitation of Amendments. 
 3.1 The amendments set forth in Section 2, above, are effective for the
purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any
right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document. 
  

 2 








 3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all
terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. 
 4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents
are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of
Default has occurred and is continuing; 
 4.2 Borrower has the power and authority to execute and deliver this Amendment and to
perform its obligations under the Loan Agreement, as amended by this Amendment; 
 4.3 The organizational documents of Borrower
delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 
 4.4 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; 
 4.5 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, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person
binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 
 4.6 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, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding
on either Borrower, except as already has been obtained or made; and 
 4.7 This Amendment has been duly executed and delivered by
Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, 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. 
  

 3 








 5. Counterparts. This Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument. 
 6. Effectiveness. This Amendment shall be
deemed effective upon (i) the due execution and delivery to Bank of this Amendment by each party hereto and (ii) the payment by Borrower of an amendment fee in the amount of Thirty Thousand Dollars ($30,000). 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered as of the date first written above. 
  

			
	 BANK
  
 Silicon Valley Bank
  
 By:
 Name:                                      
                                         
                                    
 Title:                                      
                                         
                                       

	  	 BORROWER
  
 Solta Medical, Inc.
  
 By:
 Name:                                      
                                         
                                
 Title:                                      
                                         
                                  









 EXHIBIT D—COMPLIANCE CERTIFICATE 
  

	 TO:       SILICON VALLEY BANK 
	Date:                                      
                           

 FROM: SOLTA MEDICAL, INC. 
 The undersigned authorized officer of SOLTA MEDICAL, INC.
(“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all
required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring
to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign,
federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower
or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that
these are prepared in accordance with GAAP consistently applied from one period to the next except (i) as explained in an accompanying letter or footnotes and (ii) with respect to unaudited financials for the absence of footnotes and
subject to year-end adjustments. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not
just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 
  

					
	 Reporting
Covenant
	  	 Required
	  	 Complies


	 Monthly financial statements with Compliance Certificate
	  	Monthly within 30 days	  	Yes    No
	 Annual Financial Projections
	  	Within 7 days of approval by board	  	Yes    No
	 10-Q, 10-K and 8-K
	  	Within 5 days after filing with SEC	  	Yes    No
	 A/R & A/P Agings, Deferred Revenue Report
	  	Monthly within 30 days	  	Yes    No
	 
	 The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)
  
  
  


  

							
	 Financial Covenant
	  	 Required
	  	 Actual
	  	 Complies

	 Minimum Liquidity Ratio
	  	1.85:1.00 from 3/31/09 till 3/31/10 and 1.65:1.00 at all times thereafter	  	_____:1.00	  	Yes    No
	 Minimum Quarterly EBITDA (beginning with

 the quarter ending 12/31/09)
	  	$1.00	  	$_______	  	Yes No
	 Minimum Tangible Net Worth
	  	See attached Schedule	  	$_______	  	Yes No

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto
are true and accurate as of the date of this Certificate. 







 The following are the exceptions with respect to the certification above: (If no exceptions exist, state
“No exceptions to note.”) 
  
  
  
  
  
  
  
  
  

			
	 SOLTA MEDICAL, INC.
  
 By:                                       
                                         
                                     
 Name:                                      
                                         
                                
 Title:                                      
                                         
                                  
	  	 BANK USE ONLY
  
 Received
by:                                        
                                         
            
 AUTHORIZED SIGNER
  
 Date:                                      
                                         
                            
  
 Verified:                                      
                                         
                     
 AUTHORIZED
SIGNER
  
 Date:                                      
                                         
                            
  
 Compliance Status:     Yes    No









 Schedule 1 to Compliance Certificate 
 Financial Covenants of Borrower 
 In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 
 Dated:
____________________ 
  

	I.	Liquidity Ratio (Section 6.7(a)) 

 Required:(i) 1.85 to 1.00 at all
times from March 31, 2009 through March 31, 2010 and (ii) 1.65 to 1.00 at all times thereafter. 
 Actual: 
  

						
	 A.
	  	Aggregate value of the unrestricted balance sheet cash of Borrower and Guarantor	  	$	                
			
	 B.
	  	50% of the aggregate value of Eligible Accounts	  	$	                
			
	 C.
	  	Liquidity (line A plus line B)	  	$	                
			
	 D.
	  	Aggregate value of Obligations to Bank	  	$	                
			
	 E.
	  	Liquidity Ratio (line C divided by line D)	  		

 Is line E equal to or greater than (i) 1.85 to 1.00 at all times from March 31, 2009 through
March 31, 2010 and (ii) 1.65 to 1.00 at all times thereafter? 
  

			
	             No, not in compliance	  	             Yes, in compliance









	II.	Quarterly EBITDA (Section 6.7(b)) 

 Required: $1.00 
 Actual: 
  

						
	 A.
	  	Net Income	  	$	                
			
	 B.
	  	To the extent included in the determination of Net Income	  		
			
		  	 1.      The provision for income taxes
	  	$	                
			
		  	 2.      Depreciation expense
	  	$	                
			
		  	 3.      Amortization expense
	  	$	                
			
		  	 4.      Net Interest Expense
	  	$	                
			
		  	 5.      non-cashcompensation expenses or other non-cash expenses or charges incurred during such period
arising from the sale of stock, the granting of stock options, stock appreciation rights and other similar arrangements of Borrower and its Subsidiaries
	  		
			
		  	 6.      The sum of lines 1 through 5
	  	$	                
			
	 C.
	  	 EBITDA(line A plus line B.6)
	  	$	                

 Is line C equal to or greater than $1.00 
  

			
	             No, not in compliance	  	             Yes, in compliance









	III.	Tangible Net Worth (Section 6.7(c)) 

 Required: See Chart Below

 Actual: 
  

						
	 A.
	  	Aggregate value of total assets of Borrower and Guarantor	  	$	                
			
	 B.
	  	Aggregate value of goodwill of Borrower and Guarantor	  	$	                
			
	 C.
	  	Aggregate value of intangible assets of Borrower and Guarantor	  	$	                
			
	 D.
	  	Aggregate value of obligations owing to Borrower or Guarantor from officers or Affiliates	  	$	                
			
	 E.
	  	Aggregate value of any reserves not already deducted from assets	  	$	                
			
	 F.
	  	Aggregate value of all obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness	  	$	                
			
	 G.
	  	Tangible Net Worth (line A minus line B minus line C minus line D minus line E minus line F)	  	$	                

 Is line G equal to or greater than the applicable amount below for the applicable measuring period 
  

			
	             No, not in compliance	  	             Yes, in compliance

  

			
	 Monthly Measuring Period
	  	 Minimum Tangible Net Worth

	 March 2009
	  	$11,500,000
	 April 2009
	  	$11,000,000
	 May 2009
	  	$10,000,000
	 June 2009
	  	$12,000,000
	 July 2009
	  	$11,000,000
	 August 2009
	  	$11,000,000
	 September 2009
	  	$12,000,000
	 October 2009
	  	$12,000,000
	 November 2009
	  	$11,000,000
	 December 2009
	  	$13,000,000
	 January 2010
	  	$12,000,000
	 February 2010
	  	$11,000,000
	 March 2010
	  	$12,500,000
	 April 1, 2010 and all times thereafter
	  	$14,000,000