First Amendment to Loan and Security Agreement



 EXHIBIT 10.8 
 FIRST AMENDMENT 
 TO 

LOAN AND SECURITY AGREEMENT 
 THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 28 day of July, 2010 by and between Silicon Valley Bank (“Bank”) and ZELTIQ
AESTHETICS, INC., a Delaware corporation (“Borrower”) whose address is 4698 Willow Road, Pleasanton, CA 94588. 

RECITALS 
 A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of June 4, 2009 (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 eliminate the minimum cash requirement
and extend the delivery date for the 2009 audited financial statements. 
 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 6.2 (Financial Statements, Reports, Certificates.) The following phrase is
hereby added to the end of Section 6.2(a)(ii): 
 “provided however for the 2008 year such requirement is hereby waived and
for the 2009 year such audited financial statements shall be delivered to Bank no later than July 31, 2010;” 







 2.2 Section 6.6 (Operating Accounts). Section 6.6(a) is amended in
its entirety and replaced with the following: 
 “(a) Maintain its primary and its Subsidiaries’ primary operating and
other deposit accounts and securities accounts with Bank and Bank’s Affiliates.” 
 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. 
 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; 

  
 2 








 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. 
 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 the due execution and delivery to Bank of this Amendment by each party hereto. 
 [Signature page follows.] 

  
 3 








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

									
	BANK	 		 	BORROWER
			
	Silicon Valley Bank	 		 	Zeltiq Aesthetics, Inc.
					
	By:	 	   /s/ Benjamin Colombo
	 		 	By:	 	   /s/ John Howe



									
	Name:	 	   Benjamin Colombo
	 		 	Name:	 	   John Howe



									
	Title:	 	   Senior Relationship Manager
	 		 	Title:	 	   CFO