0001193125-13-465316 Sample Contracts

ENDOLOGIX, INC. (a Delaware corporation) 2.25% Convertible Senior Notes due 2018 UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2013 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

The undersigned, a stockholder and an officer and/or director of Endologix, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of $75,000,000 aggregate principal amount of the Company’s Convertible Senior Notes (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, wi

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 6th, 2013 • Endologix Inc /De/ • Surgical & medical instruments & apparatus

This Seventh Amendment to Credit Agreement (this “Amendment”) is entered into as of December 3, 2013, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), ENDOLOGIX, INC. and NELLIX, INC. (each a “Borrower” and, collectively, “Borrowers”).

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