APOLLO ENDOSURGERY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2017 • Apollo Endosurgery, Inc. • Biological products, (no disgnostic substances) • New York
Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of shares (“Firm Shares”) of the Company’s common stock, $0.001 par value per share (“Shares”) to the several underwriters (such underwriters, including the Co-Representatives (as defined below), the “Underwriters” and each an “Underwriter”) for whom Craig-Hallum Capital Group LLC (“Craig-Hallum”) and Roth Capital Partners, LLC (“Roth”) are each acting as a co-representative of the several Underwriters (the “Co-Representatives” and each a “Co-Representative”). The Company has also agreed to grant to the Co-Representatives, on behalf of the Underwriters, an Over-Allotment Option (as defined below) to purchase up to an additional Shares (the “Option Shares” and, together with the Firm Shares, the “Offered Shares”) on the terms set forth in Section 1(b) of this agreement (the “Agreement”).
