EX-4.2





 Exhibit 4.2 

EXHIBIT C-3 

FORM OF AMENDED AND RESTATED INITIAL WARRANT 

THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT, INCLUDING PURSUANT TO SECTION 4(A)(7) OF THE SECURITIES ACT OR RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A
SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES. 
 AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT
AND ASSESSMENT OF THE RISKS INVOLVED. 
  

			
	 Warrant to Purchase
	  	
	 [                ]1 shares
	  	 Warrant Number: 2017-[        ]


 Warrant to Purchase Common Stock 

of 
 Endologix, Inc.

 THIS CERTIFIES that
[                    ] or any subsequent holder hereof (“Holder”) has the right to purchase from Endologix, Inc., a Delaware corporation
(the “Company”), [                 (                )] fully paid and
nonassessable shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), subject to adjustment as provided herein, at a price equal to the Exercise Price (as defined in Section 3 below), at any time during
the Term (as defined in Section 1 below). 
 Holder agrees with the Company that this Warrant to Purchase Common Stock of the Company
(this “Warrant” or this “Agreement”) is issued and all rights hereunder shall be held subject to all of the conditions, limitations and provisions set forth herein. 

 

	1 	 Total number of shares to equal 647,001, divided among the funds (1/3 each). 














 1. Date of Issuance and Term. 

This Warrant shall be deemed to be issued, and to have been in full force and effect commencing on, April 3, 2017 (“Date of
Issuance”) and amended and restated on April __, 2019. The term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m., New York City time, on April 3, 2024 (the “Term”). This Warrant was issued pursuant to the
Prior Facility Agreement (as defined in that certain Amended and Restated Facility Agreement (as amended by the First Amendment thereto dated as of November 20, 2018 and the Second Amendment thereto dated as of March 31, 2019, and as may
be otherwise amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Facility Agreement”) by and among the Company and Deerfield Private Design Fund III, L.P., Deerfield Private
Design Fund IV, L.P., and Deerfield Partners, L.P., dated as of August 9, 2018, and Holder is entitled to the applicable rights under that certain Amended and Restated Registration Rights Agreement (as may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the “Registration Rights Agreement”) by and among the Company and Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., and Deerfield
Partners, L.P., dated as of August 9, 2018. 
 Notwithstanding anything herein to the contrary, the Company shall not issue to Holder,
and Holder may not acquire, a number of shares of Common Stock upon exercise of this Warrant to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by Holder and its Affiliates and any other persons or
entities whose beneficial ownership of Common Stock would be aggregated with Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including shares held by any
“group” of which Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the
limitation set forth herein), would exceed 4.985% of the total number of shares of Common Stock then issued and outstanding (the “4.985% Cap”); provided, however, that the 4.985% Cap shall only apply to the extent that the Common Stock is
deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the
Exchange Act and applicable regulations of the Securities and Exchange Commission (the “SEC”), and the percentage held by Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. Upon
the written request of Holder, the Company shall, within two (2) Trading Days, confirm orally and in writing to Holder the number of shares of Common Stock then outstanding. 

For purposes hereof: 

“Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by
or is under common control with a person or entity, as such terms are used in and construed under Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”). With respect to a Holder, any investment
fund or managed account that is managed on a discretionary basis by the same investment manager as such Holder shall, for purposes hereof, be deemed to be an Affiliate of such Holder. 

  
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 “Asset Sale” means a transaction covered by the provisions of clause (B) of
the definition of “Major Transaction” involving the sale or transfer of all or substantially all of the assets of the Company (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its
Subsidiaries (as defined in the Facility Agreement), taken as a whole) in connection with which the Company has announced its intention to liquidate and distribute its assets to stockholders. 

“Black-Scholes Value” shall mean the Black-Scholes value of this Warrant, or applicable portion thereof, as determined by use of the
Black-Scholes Option Pricing Model using the criteria set forth on Schedule 1 hereto. 
 “Business Day” means a day other than a
Saturday or Sunday or any other day on which commercial banks are authorized or required by law to close in New York City. 
 “Cashless
Default Exercise” shall mean an exercise of this Warrant as a “Cashless Default Exercise” in accordance with Sections 3(c) and 11(b) hereof. 

“Cashless Major Exercise” shall mean an exercise of this Warrant or portion thereof as a “Cashless Major Exercise” in
accordance with Sections 3(b) and 5(b)(i) hereof. 
 “Cash Out Major Transaction” means a Major Transaction in which the
consideration payable to holders of Common Stock in connection with the Major Transaction consists solely of cash. 
 “Eligible
Market” means the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the NYSE American or, in each case, any successor thereto. 

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or
equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of a Major
Transaction. 
 “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and a government or any department or agency thereof. 
 “Standard Settlement
Period” means the standard settlement period for equity trades effected on securities exchanges in the United States, expressed in a number of Trading Days, as in effect on the applicable Date of Exercise (as defined in Section 2(b)). 

“Stock Event” means a stock split, stock combination, reclassification, payment of stock dividend, recapitalization or other similar
transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or small number of shares. 

  
 3 













 “Successor Entity” means any Person purchasing the Company’s assets or Common
Stock, or any successor entity resulting from such Major Transaction, or if the Warrant is to be exercisable for shares of capital stock of a Parent Entity (as defined above), such Person’s Parent Entity. 

“Successor Major Transaction” means either a Takeout Major Transaction or an Asset Sale. 

“Successor Major Transaction Consideration” means (i) in the case of a Takeout Major Transaction (other than a Cash Out Major
Transaction), the amount of cash and other assets and the number of securities or other property of the Successor Entity or other entity that would be issuable in such Major Transaction, in respect of a number of shares equal to the Successor Major
Transaction Conversion Share Amount and (ii) in the case of an Asset Sale or a Cash Out Major Transaction, an amount of cash equal to the Black-Scholes Value of the Warrant. 

“Successor Major Transaction Conversion Share Amount” means an amount equal to the Black-Scholes Value of the Warrant (or such
applicable portion subject to a Successor Major Transaction Conversion), divided by the closing price of the Common Stock on the principal securities exchange or other securities market on which the Common Stock is then traded on the Trading Day
immediately preceding the date on which the applicable Major Transaction is consummated. 
 “Takeout Major Transaction” means a
transaction covered by the provisions of clause (A) of the definition of “Major Transaction” in which the shares of Common Stock of the Company are converted into the right to receive cash, securities of another entity and/or other
assets. 
 “Trading Day” shall mean any day on which the Common Stock is traded for any period on the NASDAQ Global Select Market
(“NasdaqGS”) or, if the NasdaqGS is not the principal trading market for the Common Stock, on the principal securities exchange or other securities market on which the Common Stock is then being traded; provided, however, that during any
period in which the Common Stock is not listed or quoted on the NasdaqGS or any other securities exchange or market, the term “Trading Day” shall mean a Business Day.     

2. Exercise. 
 (a)
Manner of Exercise. During the Term (or, in respect of a Cashless Major Exercise, the Cashless Major Exercise Period (as defined below)), this Warrant may be Exercised as to all or any lesser number of whole shares of Common Stock covered hereby
(the “Warrant Shares” or the “Shares”) by sending to the Company the Exercise Form attached hereto as Exhibit A-1 (the “Exercise Form”) duly completed
and executed, and, if applicable, the full Exercise Price (as defined below, which may be satisfied by a Cash Exercise, a Cashless Exercise or a Note Exchange Exercise, as each is defined below) for each share of Common Stock as to which this
Warrant is Exercised, at the office of the Company, 2 Musick, Irvine, CA 92618, Attention: Chief Financial Officer; Phone: (949) 595-7200, Email: vmahboob@endologix.com, or at such other office or
agency as the Company may designate in writing, by overnight mail or electronic mail (any such exercise of the Warrant being hereinafter called an “Exercise” of this Warrant). 

(b) Date of Exercise. The “Date of Exercise” of the Warrant shall, in each case, be the date that the Exercise Form attached
hereto as Exhibit A-1, completed and executed, is sent by electronic mail to the Company, provided that the Exercise Price is satisfied as soon as practicable


  
 4 













 
thereafter but in no event later than two (2) Business Days following the date of such electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise
Form is received by the Company, if Holder has not previously sent the Exercise Form by electronic mail. Upon delivery of the Exercise Form to the Company by electronic mail or otherwise, Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Warrant Shares are credited to Holder’s or its designee’s Depository Trust Company (“DTC”)
account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the
applicable Major Transaction, Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed
to have occurred on the date of the occurrence of the Major Transaction. Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Shares available hereunder and the Warrant has
been exercised in full, in which case Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an
Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. 

(c) Delivery of Common Stock Upon Exercise. Within the earlier of (x) two (2) Trading Days and (y) the number of Trading Days
comprising the Standard Settlement Period after any Date of Exercise (but, in the case of a Cash Exercise, within two (2) Business Days following the Company’s receipt of the full Exercise Price, if later) or in the case of a Cashless
Default Exercise (as defined in Section 5(b) below), within the period provided in Section 3(c), as applicable (the “Delivery Period”), the Company shall issue and deliver (or cause its transfer agent (the “Transfer
Agent”) to issue and deliver) in accordance with the terms hereof to or upon the order of Holder that number of shares of Common Stock (“Exercise Shares”) for the portion of this Warrant exercised as shall be determined in accordance
herewith. Upon the Exercise of this Warrant or any part hereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel, to assure that the Transfer Agent shall issue stock
certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations as Holder shall specify at Exercise, representing the number of shares of Common Stock issuable upon such Exercise. The
Company warrants that no instructions other than these instructions have been or will be given to the Transfer Agent and that, unless waived by Holder, this Warrant and the Exercise Shares will be free-trading, and freely transferable, and will not
contain or be subject to a legend (or be subject to any stop transfer instruction) restricting the resale or transferability of the Exercise Shares if the Unrestricted Conditions (as defined below) are met. 

The Company shall be responsible for paying all present or future stamp, court or documentary, intangible, recording, filing or similar taxes
that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise with respect to, this Warrant.

  
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 (d) Delivery Failure. In addition to any other remedies which may be available to
Holder, in the event that the Company fails for any reason to effect delivery of the Exercise Shares by the end of the Delivery Period (a “Delivery Failure”), Holder will be entitled to revoke all or part of the relevant Exercise by
delivery of a notice to such effect to the Company whereupon the Company and Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that the Failure Payments under
Section 10(b) shall be payable through the date such notice of revocation is given to the Company. 
 (e) Legends. 

(i) Restrictive Legend. Holder understands that until such time as this Warrant, the Exercise Shares and the Failure Payment Shares (as
defined below) have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that
can then be immediately sold, this Warrant, the Exercise Shares and the Failure Payment Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer order consistent therewith may be placed against
transfer of the certificates for such securities): 
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, EXCEPT
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING PURSUANT TO SECTION 4(A)(7) OF THE SECURITIES ACT OR RULE 144 UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR
GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF” SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. 
 (ii) Removal of Restrictive Legends. This Warrant and the certificates (or electronic book
entries, if applicable) evidencing the Exercise Shares and the Failure Payment Shares, as applicable, shall not contain or be subject to any legend restricting the transfer thereof (including the legend set forth above in subsection 2(e)(i)) or be
subject to any stop-transfer instructions: (A) while a registration statement (including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such security is effective under the Securities
Act, or (B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or
(D) at any time on or after the date hereof on which Holder’s holding period for purposes of Rule 144 under the Securities Act and subsection (d)(3)(iii) thereof with respect to such Warrant, Exercise Shares and/or Failure Payment Shares
is at least 

  
 6 













 
six (6) months and Holder certifies that it is not an Affiliate of the Company, or (E) if such legend is not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective
Date, or at such other time as any of the Unrestricted Conditions have been met, if required by the Transfer Agent to effect the issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, as applicable, without a restrictive legend
or removal of the legend hereunder. If any of the Unrestricted Conditions are met at the time of issuance of this Warrant, the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as
applicable, shall be issued free of all legends and stop-transfer instructions. The Company agrees that following the Effective Date, or at such time as the Unrestricted Conditions are met or such legend is otherwise no longer required under this
Section 2(e), it will, no later than the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement Period following the delivery (the “Unlegended Shares Delivery Deadline”) by
Holder to the Company or the Transfer Agent of this Warrant and a certificate representing Exercise Shares and/or Failure Payment Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to Holder this Warrant and/or
a certificate (or electronic transfer) representing such shares that is free from all restrictive and other legends (and stop transfer instructions). For purposes hereof, “Effective Date” shall mean the date that the first Registration
Statement that the Company is required to file pursuant to the Registration Rights Agreement has been declared effective by the SEC. 
 (iii)
Sale of Unlegended Shares. Holder agrees that the removal of the restrictive legend from this Warrant and any certificates representing securities as set forth in Section 2(e) above is predicated upon the Company’s reliance that
Holder will sell this Warrant or any Exercise Shares and/or any Failure Payment Shares, as applicable, pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption
therefrom, and that if such securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. 

(f) Cancellation of Warrant. This Warrant shall be canceled upon the full Exercise of this Warrant, and, as soon as practical after the
Date of Exercise, Holder shall be entitled to receive Common Stock for the number of shares purchased upon such Exercise of this Warrant, and if this Warrant is not Exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant) representing any unexercised portion of this Warrant in addition to such Common Stock; provided, however, as set forth in Section 2(b), Holder shall not be required to physically surrender this warrant if the
Warrant is not Exercised in full. 
 (g) Holder of Record. Each person in whose name any Warrant for shares of Common Stock is issued
shall, for all purposes, be deemed to be Holder of record of such shares on the Date of Exercise, irrespective of the date of delivery of the Common Stock purchased upon the Exercise of this Warrant. Prior to the exercise of this Warrant, nothing in
this Warrant shall be construed as conferring upon Holder any rights as a stockholder of the Company. 
 (h) Delivery of Electronic
Shares. In lieu of delivering physical certificates representing the Common Stock issuable upon Exercise or legend removal, or representing Failure Payment 

  
 7 













 
Shares, upon written request of Holder, the Company shall use its best efforts to cause the Transfer Agent to electronically transmit the Common Stock issuable upon Exercise to Holder by
crediting the account of Holder’s prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC) system. The time periods for delivery and penalties described herein shall apply to the electronic transmittals described herein. Any
delivery not effected by electronic transmission shall be effected by delivery of physical certificates. 
 (i) Buy-In. In addition to any other rights or remedies available to Holder hereunder or otherwise at law or in equity, if the Company fails to cause its Transfer Agent to deliver to Holder a certificate or
certificates, or electronic shares through DWAC, representing the Exercise Shares pursuant to an Exercise on or before the last day of the Delivery Period (other than a failure caused by any incorrect or incomplete information provided by Holder to
the Company hereunder), and if after such date Holder is required by its broker to purchase (in an open market transaction or otherwise) or Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction
of a sale by Holder of the Exercise Shares which Holder was entitled to receive upon such Exercise (a “Buy-In”), then the Company shall (1) pay in cash to Holder the amount by which
(x) Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Exercise Shares that the Company was
required to deliver to Holder in connection with the Exercise at issue by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of Holder, either reinstate the portion of the
Warrant and equivalent number of Exercise Shares for which such Exercise was not honored (and refund the Exercise Price therefor, to the extent paid by Holder, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable
Exercise Price) or deliver to Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Exercise and delivery obligations hereunder. For example, if Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Company shall be required to pay Holder $1,000. Holder shall provide the Company written notice indicating the amounts payable to Holder in respect of the
Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit Holder’s right to pursue any other remedies available to it hereunder, at
law or in equity including a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon Exercise of the Warrant as required pursuant to
the terms hereof. 
 (j) HSR Submissions. If Holder determines that, in connection with the exercise of this Warrant, it and the
Company are required to file Premerger Notification Reports with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”) and observe the Waiting Period under the Hart-Scott Rodino Antitrust
Improvements Act of 1976, as amended, and the related rules and regulations promulgated thereunder (collectively, the “HSR Act”), the Company agrees to (i) cooperate with Holder in Holder’s preparing and making such submission
and any responses to inquiries of the FTC and DOJ; (ii) prepare and make any submission required to be filed by the Company under the HSR Act and respond to inquiries of the FTC and DOJ in connection therewith; and (iii) reimburse Holder
for the cost of the required filing fee for Holder’s submission under the HSR Act. For the avoidance of doubt, Holder shall bear all of its 

  
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other costs and expenses in connection with such submission, including any attorneys’ fees associated therewith. 

3. Payment of Warrant Exercise Price for Cash Exercise or Cashless Exercise; Cashless Major Exercise and Cashless Default Exercise.

 (a) Exercise Price. The exercise price shall initially equal $6.61 per share, subject to adjustment pursuant to the terms hereof
(as so adjusted, the “Exercise Price”), including but not limited to Section 5 below. 
 Payment of the Exercise Price may be
made by any of the following, or a combination thereof, at the election of Holder: 
 (i) Cash Exercise: Holder may exercise this
Warrant in cash, bank or cashier’s check or wire transfer (a “Cash Exercise”); 
 (ii) Cashless Exercise: In lieu of
paying all or any portion of the Exercise Price in cash, Holder, at its option, may exercise this Warrant (in whole or in part) on a cashless basis by making appropriate notation on the applicable Exercise Form, in which event the Company shall
issue Holder a number of shares of Common Stock computed using the following formula (a “Cashless Exercise”): 
 X = Y (A-B)/A 
 where: X = the number of shares of Common Stock to be issued to Holder. 

Y = the number of shares of Common Stock for which this Warrant is being Exercised. 

A = the Market Price of one (1) share of Common Stock (for purposes of this Section 3(a)(ii), where “Market
Price,” as of any date, means the arithmetic average of the Volume Weighted Average Price (as defined below) of the Company’s Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the date in question.

 B = the Exercise Price. 

As used herein, the “Volume Weighted Average Price” for any security as of any date means the volume weighted average
sale price on the NasdaqGS as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by the Holder and the Company (“Bloomberg”)
or, if the NasdaqGS is not the principal trading market for such security, the volume weighted average sale price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by
Bloomberg or, if no volume weighted average sale price is reported for such security, then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the
average of the bid prices of any market makers for such security on the OTC Bulletin Board, the OTCQX Market, the OTCQB Market or the “pink” market of OTC Markets Group. If the Volume 

  
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Weighted Average Price cannot be calculated for such security on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as determined by the
Company and the Holder. In the event that a Stock Event is consummated during any period for which the arithmetic average of the Volume Weighted Average Price is to be determined (under this Section or otherwise), the Volume Weighted Average Price
for all Trading Days during such period prior to the effectiveness of the Stock Event shall be appropriately adjusted to reflect such Stock Event. 

(iii) Note Exchange Exercise: In lieu of paying all or any portion of the Exercise Price in cash, Holder, at its option, may exercise
this Warrant (in whole or in part) through a reduction of an amount of principal outstanding under any First Out Waterfall Notes in accordance with Section 2.3(b) of the Facility Agreement, then held by Holder (a “Note Exchange
Exercise”) 
 For purposes of Rule 144 and subsection (d)(3)(ii) thereof, it is intended, understood and acknowledged that the shares
of Common Stock issuable upon Exercise of this Warrant in a Cashless Exercise (including a Cashless Major Exercise or Cashless Default Exercise) transaction or a Note Exchange Exercise transaction shall be deemed to have been acquired on
April 3, 2017. Accordingly, (A) upon any such Exercise, the Rule 144 holding period for the shares of Common Stock issued thereupon shall be in excess of one (1) year, and (B) provided that Holder is not an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company on the date of such Exercise (which the Company shall assume unless advised otherwise in writing by Holder), an Unrestricted Condition shall be satisfied with respect to the shares of
Common Stock issued thereupon and such shares will be freely transferable, without restriction or limitation (including any volume limitation or current public information requirement) under Federal or state securities laws, pursuant to Rule 144
under the Securities Act, and will not contain or be subject to a legend or stop transfer order restricting the resale or transferability of thereof. 

As provided in Section 2(b), Holder shall only be required to physically surrender this Warrant in the event that Holder is exercising
this Warrant in full. 
 (b) Cashless Major Exercise. To the extent Holder shall exercise this Warrant as a Cashless Major Exercise
pursuant to Section 5(b)(i) and 5(b)(iii) below, Holder shall send to the Company (in any manner permitted under Section 2(a)) the Exercise Form indicating that Holder is exercising this Warrant (or any portion thereof) pursuant to a
Cashless Major Exercise, in which event the Company shall issue a number of shares of Common Stock equal to the Black-Scholes Value of the Warrant (or such applicable portion being exercised) divided by the closing price of the Common Stock on the
principal securities exchange or other securities market on which the Common Stock is then traded on the Trading Day immediately preceding the date on which the applicable Major Transaction is consummated, or, if in respect of a Cashless Major
Exercise made after the date of consummation of the applicable Major Transaction, on the Trading Day immediately preceding the date on which the exercise form in respect of such Cashless Major Exercise is delivered. As provided in Section 2(b),
Holder shall only be required to physically surrender this Warrant in the event that Holder is exercising this Warrant in full. Holder shall be permitted to make successive Cashless Major Exercises and send successive Exercise Forms in


  
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respect of a Cashless Major Exercise from time to time at any time during the Cashless Major Exercise Period. 

(c) Cashless Default Exercise. To the extent Holder exercises this Warrant as a Cashless Default Exercise pursuant to
Section 11(b)(i) below, Holder shall send to the Company (in any manner permitted under Section 2(a)) the Exercise Form indicating that Holder is exercising this Warrant pursuant to a Cashless Default Exercise, in which event the Company
shall issue to Holder, within five (5) Trading Days of the applicable Default Notice, a number of shares of Common Stock (which shares shall be valued at the closing price of the Common Stock on the principal securities exchange or other
securities market on which the Common Stock is then traded on the Trading Day immediately preceding the date on which the Exercise Form in respect of such Cashless Default Exercise is delivered) equal to the Black-Scholes Value of the remaining
unexercised portion of this Warrant (or such portion thereof subject to such exercise) as of the date of such Default Notice (or in the case of an Event of Default referred to in Section 11(a)(vi), on the Trading Day immediately preceding the
date the dividend or distribution is declared or, if not first declared, is paid). As provided in Section 2(b), the Holder shall be permitted to make successive Cashless Default Exercises and send successive Exercise Forms in respect of a
Cashless Default Exercise, from time to time at any time from and after the date of the applicable Default Notice through the Term of this Warrant. 

(d) Dispute Resolution. In the case of a dispute as to the determination of the closing price or the Volume Weighted Average Price of
the Company’s Common Stock or the arithmetic calculation of the Exercise Price, Market Price or the Successor Major Transaction Consideration, or the number of shares issuable upon a Cashless Major Exercise, the Company shall submit the
disputed determinations or arithmetic calculations via electronic mail within two (2) Business Days of receipt, or deemed receipt, of the Exercise Form or Major Transaction Early Termination Notice, or other event giving rise to such dispute,
as the case may be, to Holder. If Holder and the Company are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to Holder, then the
Company shall, within two (2) Business Days submit via electronic mail (i) the disputed determination of the closing price or the Volume Weighted Average Price of the Company’s Common Stock to an independent, reputable investment bank
selected by the Company and approved by Holder, which approval shall not be unreasonably withheld, or (ii) the disputed arithmetic calculation of the Exercise Price, Market Price, any Successor Major Transaction Consideration or number of
shares issuable upon a Cashless Major Exercise to the Company’s independent, outside registered public accountants. The Company shall use its reasonable best efforts to cause the investment bank or the accountants, as the case may be, to
perform the determinations or calculations and notify the Company and Holder of the results no later than five (5) Trading Days from the time it receives the disputed determinations or calculations. Such investment bank’s or
accountants’ determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error, and the Company and Holder shall each pay one half of the fees and costs of such investment banker or accountant.
Notwithstanding the existence of a dispute contemplated by this paragraph, if requested by Holder, the Company shall issue to Holder the Exercise Shares not in dispute in accordance with the terms hereof. 

  
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 4. Transfer and Registration. 

(a) Transfer Rights. Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the
Company, in whole or in part, in person or by attorney, upon surrender of this Warrant properly completed and endorsed. This Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is
made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled to receive a new Warrant as to the portion hereof retained. 

(b) Registrable Securities. The Common Stock issuable upon the Exercise of this Warrant entitles Holder (and applicable assignees or
transferees of such Common Stock) to registration and other rights pursuant to the Registration Rights Agreement. 
 5. Adjustments Upon
Certain Events. 
 (a) Recapitalization or Reclassification. If the Company shall at any time effect a stock split, payment of
stock dividend, recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date
thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant, shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of
Common Stock by reason of such stock split, payment of stock dividend, recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in
the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(a). 

(b) Rights Upon Major Transaction. 

(i) Major Transaction. In the event that a Major Transaction occurs, then (1) in the case of a Successor Major Transaction, Holder,
at its option, may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”), in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon consummation of the Major
Transaction, and (2) in the case of all other Major Transactions, Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major
Exercise. In the event Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in
accordance with Section 5(b)(ii) below unless Holder waives its rights under this Section 5(b) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: 

(A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar
event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, 

  
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reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors
of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or
securities of the Company or another entity (collectively, a “Change of Control Transaction”); 
 (B) the sale or
transfer, in one transaction or a series of related transactions, of (I) all or substantially all of the assets of the Company (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its Subsidiaries,
taken as a whole) to any Person other than a wholly-owned subsidiary of the Company or (II) assets of the Company (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its Subsidiaries, taken as a
whole) for a purchase price equal to more than 50% of the Equity Value (as defined below) of the Company. For purposes of this clause (B), “Equity Value” shall mean (I) the product of (x) the number of issued and outstanding
shares of Common Stock on the date the Company delivers the Major Transaction Notice (defined below) multiplied by (y) the per share closing price of the Common Stock on such date on the NasdaqGS as reported by, or based upon data reported by,
Bloomberg or, if the NasdaqGS is not the principal trading market for such security, the closing sale price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg;

 (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following
such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; 
 (D) the liquidation,
bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; 

(E) the shares of Common Stock cease to be listed, traded or publicly quoted on the NasdaqGS and are not promptly re-listed or requoted on the New York Stock Exchange, the NYSE American, the NASDAQ Global Market or the NASDAQ Capital Market; or 

(F) the Common Stock ceases to be registered under Section 12 of the Exchange Act. 

(ii) Assumption. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”
Unless otherwise provided in writing by Holder, the Company shall not consummate a Major Transaction in which the Company is not the surviving entity or 

  
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as a result of which the Company has a new Parent Entity, unless (A) each Person acquiring the Company’s assets or Common Stock (or Parent Entity thereof, as applicable), or any other
successor entity resulting from such Major Transaction (in each case, a “Successor Entity”), assumes in writing all of the obligations of the Company under this Warrant, the Facility Agreement (but, other than with respect to the
Company’s obligations pursuant to Section 5.1(e) and 5.1(p) of the Facility Agreement and the other provisions of the Facility Agreement that expressly survive the repayment of the Loans (which shall be assumed in any Assumption), only if
there are outstanding Loans under the Facility Agreement immediately following the consummation of the Major Transaction) and the Registration Rights Agreement in accordance with the provisions of this Section 5(b)(ii) pursuant to written
agreements in form and substance reasonably satisfactory to Holder and approved by Holder prior to the consummation of such Major Transaction (such approval not to be unreasonably withheld or delayed), including agreements to deliver to Holder in
exchange for its Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants, that, among other things, (1) is exercisable for the appropriate number of shares of the
Successor Entity’s capital stock (without regard to the 4.985% Cap or any other restriction or limitation on exercise, provided that such instrument shall contain a limitation on exercise comparable to that contained in the second paragraph of
Section 1 of this Warrant); (2) has an exercise price similar to the then-effective Exercise Price (taking into account any conversion or exchange ratio applicable to the Common Stock in the Major Transaction) and exercise price adjustment
provisions similar to those in the Warrants; (3) entitles Holder to such additional securities or other consideration as Holder would be entitled pursuant to Section 5(b)(i) in connection with the Major Transaction; and (4) provides
for registration rights similar to those provided by the Registration Rights Agreement, in each case reasonably satisfactory to Holder, and (B) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common
stock is quoted on or listed for trading on an Eligible Market. For the avoidance of doubt, Holder’s reasonable satisfaction referred to in the immediately preceding sentence shall be construed only to apply to confirmation that the warrant or
other comparable security and registration rights agreement delivered to Holder upon an assumption hereunder shall conform to the requirements of this Section 5(b)(ii), and this Section 5(b)(ii) shall not be construed as granting consent
or approval rights to Holder with respect to the terms of such Major Transaction or to permit Holder to demand any additional consideration in respect of this Warrant other than as provided herein. Upon the occurrence of any Major Transaction, any
Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Major Transaction, the provisions of this Warrant and the Registration Rights Agreement referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon
consummation of the Major Transaction, the Successor Entity shall deliver to Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Major Transaction, in lieu of the shares of Common
Stock (or other securities, cash, assets or other property) issuable upon the exercise of the Warrants prior to such Major Transaction, such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in
accordance with the provisions of this Warrant. The provisions of this Section shall apply similarly and equally to successive Major Transactions and shall be 

  
 14 













 
applied without regard to any limitations on the exercise of this Warrant other than any applicable beneficial ownership limitations. 

(iii) Major Transaction Notice; Major Transaction Early Termination Right; Notice of Cashless Major Exercise. At least thirty
(30) days prior to the consummation of any Major Transaction, but, in any event, within five (5) Trading Days following the first to occur of (x) the date of the public announcement of such Major Transaction if such announcement is
made before 4:00 p.m., New York City time, or (y) the day following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via
electronic mail and overnight courier to Holder (a “Major Transaction Notice”). At any time during the period beginning after Holder’s receipt of a Major Transaction Notice in respect of a Successor Major Transaction and ending five
(5) Trading Days prior to the consummation of such Major Transaction (the “Early Termination Period”), Holder may elect a Successor Major Transaction Conversion by delivering written notice thereof (“Major Transaction Early
Termination Notice”) to the Company, which Major Transaction Early Termination Notice shall indicate the portion of the Warrant (with reference to the number of shares of Common Stock issuable upon a Cash Exercise of such portion, without
regard to the 4.985% Cap) that Holder is electing to be treated as a Successor Major Transaction Conversion. The portion of this Warrant subject to early termination pursuant to this Section 5(b)(iii), shall be converted into the right to
receive the Successor Major Transaction Consideration 
 To the extent Holder shall elect to effect a Cashless Major Exercise in respect of
a Major Transaction, Holder shall deliver its Exercise Form in accordance with Section 3(b), at any time and from time to time following receipt by Holder of the Major Transaction Notice until the later of (x) the last day of the Term and
(y) the one-year anniversary of the applicable Major Transaction (the “Cashless Major Exercise Period”). For the avoidance of doubt, Holder shall be permitted to make successive Cashless Major
Exercises and send successive Exercise Forms in respect of a Cashless Major Exercise from time to time at any time during the Cashless Major Exercise Period. 

(iv) Escrow; Payment of Successor Major Transaction Consideration. Following the receipt of a Major Transaction Early Termination Notice
in respect of a Successor Major Transaction from Holder, the Company shall not effect a Successor Major Transaction with respect to which Holder has elected a Successor Major Transaction Conversion unless either (A) it obtains, as a condition
precedent to such Major Transaction, the written agreement of the Successor Entity that payment of the Successor Major Transaction Consideration shall be made to Holder concurrently with consummation of such Successor Major Transaction, or
(B) it shall place the Successor Major Transaction Consideration into an escrow account with an independent escrow agent, and shall instruct the escrow agent to deliver the Successor Major Transaction Consideration to Holder, concurrently with
the consummation of the Major Transaction. Notwithstanding clauses (A) and (B) above, Holder shall be treated on a pari passu basis with, and shall not have priority to payments to, the holders of Common Stock in connection with a
Major Transaction. For purposes of determining the amount required to be placed in escrow pursuant to the provisions of this subsection (iv) and without affecting the amount of the actual Successor Major Transaction Consideration, the
calculation of the price referred to in clause (1) of the first column of Schedule 1 hereto with respect to Stock Price shall be determined based on 

  
 15 













 
the Closing Market Price (as defined on Schedule 1) of the Common Stock on the Trading Day immediately preceding the date that the Successor Major Transaction Consideration is deposited with the
escrow agent. 
 (v) Injunction. Following the receipt of a Major Transaction Early Termination Notice from Holder, in the event that
the Company attempts to consummate a Successor Major Transaction without either (1) placing the Successor Major Transaction Consideration in escrow in accordance with subsection (iv) above, or (2) obtaining the written agreement of
the Successor Entity as described in subsection (iv) above, Holder shall have the right to apply for an injunction in any state or federal court sitting in the City of New York, borough of Manhattan to prevent the closing of such Major
Transaction until the Successor Major Transaction Consideration is delivered to Holder. 
 An early termination required by this
Section 5(b) shall be made in accordance with the provisions of Section 12. To the extent an early termination required by this Section 5(b) is deemed or determined by a court of competent jurisdiction to be prepayments of the Warrant
by the Company, such early termination shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, until the Successor Major Transaction Consideration is paid in full, this Warrant may be exercised,
in whole or in part, by Holder into shares of Common Stock, or in the event the date of any Exercise is after the consummation of the Major Transaction, shares of publicly traded common stock (or their equivalent) of the Successor Entity pursuant to
Section 5(b). The parties hereto agree that in the event of the Company’s early termination of any portion of the Warrant under this Section 5(b), Holder’s damages would be uncertain and difficult to estimate because of the
parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for Holder. Accordingly, any premium due under this Section 5(b) is intended by the parties to be,
and shall be deemed, a commercially reasonable estimate of Holder’s actual loss of its investment opportunity and not as a penalty. 

(c) Exercise Price Adjusted. As used in this Warrant, the term “Exercise Price” shall mean the purchase price per share
specified in Section 3(a) of this Warrant, until the occurrence of an event stated in this Section 5 or otherwise set forth in this Warrant, and thereafter shall mean said price as adjusted from time to time in accordance with the
provisions of said subsection. No adjustment made pursuant to any provision of this Section 5 shall have the net effect of increasing the aggregate Exercise Price payable hereunder or, except as expressly provided in Section 5(a),
otherwise increasing the Exercise Price. 
 (d) Adjustments: Additional Shares, Securities or Assets. In the event that at any time,
as a result of an adjustment made pursuant to this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other securities or assets (other than Common Stock) then, wherever appropriate,
all references herein to shares of Common Stock shall be deemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from
time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 5. 

  
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 (e) Notice of Adjustments. Whenever the Exercise Price and/or number or type of
securities issuable upon Exercise is adjusted pursuant to the terms of this Warrant, the Company shall promptly mail to Holder a notice (an “Exercise Price Adjustment Notice”) setting forth the Exercise Price and/or number or type of
securities issuable upon Exercise after such adjustment and setting forth a statement of the facts requiring such adjustment. The Company shall, upon the written request at any time of Holder, furnish to Holder a like Warrant setting forth
(i) such adjustment or readjustment, (ii) the Exercise Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon
Exercise of the Warrant. For purposes of clarification, whether or not the Company provides an Exercise Price Adjustment Notice pursuant to this Section 5(e), upon the occurrence of any event that leads to an adjustment of the Exercise Price,
Holder would be entitled to receive a number of Exercise Shares based upon the new Exercise Price, as adjusted, for exercises occurring on or after the date of such adjustment, regardless of whether Holder accurately refers to the adjusted Exercise
Price in the Exercise Form. 
 6. Fractional Interests. 

No fractional shares or scrip representing fractional shares shall be issuable upon the Exercise of this Warrant, but on Exercise of this
Warrant, Holder may purchase only a whole number of shares of Common Stock. If, on Exercise of this Warrant, Holder would be entitled to a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional
share shall be disregarded and the number of shares of Common Stock issuable upon Exercise shall be the next higher whole number of shares. 

7. Reservation of Shares. 

From and after the date hereof, the Company shall at all times reserve for issuance such number of authorized and unissued shares of Common
Stock (or other securities substituted therefor as herein above provided) as shall be sufficient for the Exercise of this Warrant and payment of the Exercise Price. If at any time the number of shares of Common Stock authorized and reserved for
issuance is below the number of shares sufficient for the Exercise of this Warrant (a “Share Authorization Failure”) (based on the Exercise Price in effect from time to time), the Company will promptly take all corporate action necessary
to authorize and reserve a sufficient number of shares, including calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations under this Section 7, in the case of an insufficient number of
authorized shares, and using its best efforts to obtain stockholder approval of an increase in such authorized number of shares. The Company covenants and agrees that upon the Exercise of this Warrant, all shares of Common Stock issuable upon such
Exercise shall be duly and validly issued, fully paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person. The Company covenants and agrees that all shares of Common Stock issuable upon
Exercise of this Warrant shall be approved for listing on the NasdaqGS, or, if the NasdaqGS is not the principal trading market for the Common Stock, such principal market on which the Common Stock is traded or listed. 

  
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 8. Restrictions on Transfer. 

(a) Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the
Securities Act by virtue of Section 4(a)(2) of the Securities Act and Rule 506 thereunder and exempt from registration or qualification under applicable state securities (or “blue sky”) laws. None of the Warrant, the Exercise Shares
or Failure Payment Shares may be pledged, transferred, sold or assigned except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable state laws, including Rule 144 under
the Securities Act, Section 4(a)(7) of the Securities Act or a so-called “4[(a)](1) and a half” transaction. 

(b) Assignment. Subject to Section 8(a), Holder may sell, transfer, assign, pledge, or otherwise dispose of this Warrant, in whole
or in part. Holder shall deliver a written notice to the Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Warrant shall be assigned and the
respective number of warrants to be assigned to each assignee. The Company shall effect the assignment within three (3) Business Days of its receipt of a completed and executed form of Assignment (the “Transfer Delivery Period”), and
shall deliver to the assignee(s) designated by Holder a Warrant or Warrants of like tenor and terms entitling Holder to purchase the appropriate number of shares. This Warrant and the rights evidenced hereby shall inure to the benefit of and be
binding upon the successors and assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. For avoidance of doubt, in the event
Holder notifies the Company that such sale or transfer is a so called “4[(a)](1) and half” transaction, the parties hereto agree that a legal opinion from outside counsel for Holder delivered to counsel for the Company substantially in the
form attached hereto as Exhibit C shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such “4[(a)](1) and half” transaction. 

9. Noncircumvention. 
 The
Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be
required to protect the rights of Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect, and (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant. 

10. Events of Failure; Definition of Black Scholes Value. 

(a) Definition. 
 The
occurrence of each of the following shall be considered to be an “Event of Failure.” 

  
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 (i) A Delivery Failure occurs, where a “Delivery Failure” shall
be deemed to have occurred if the Company fails to use its best efforts to deliver Exercise Shares to Holder within any applicable Delivery Period (other than due to the limitation contained in the second paragraph of Section 1); 

(ii) A Legend Removal Failure occurs, where a “Legend Removal Failure” shall be deemed to have occurred if the
Company fails to use its best efforts to issue this Warrant and/or Exercise Shares without a restrictive legend, or fails to use it best efforts to remove a restrictive legend, when and as required under Section 2(e) hereof; 

(iii) a Transfer Delivery Failure occurs, where a “Transfer Delivery Failure” shall be deemed to have occurred if
the Company fails to use its best efforts to deliver a Warrant within any applicable Transfer Delivery Period; and 
 (iv) a
Registration Failure (as defined below). 
 For purpose hereof, “Registration Failure” means that (A) the Company fails to
file with the SEC on or before the Filing Deadline (as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to
use its reasonable best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), and if such Registration Statement does not become effective prior to the Registration
Deadline, as soon as possible thereafter, of any Registration Statement (as defined in the Registration Rights Agreement) that is required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its reasonable
best efforts to keep such Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to
Section 2(a)(ii) of the Registration Rights Agreement on or before the Additional Filing Deadline (as defined in the Registration Rights Agreement) or fails to use its reasonable best efforts to cause such new Registration Statement to become
effective on or before the Additional Registration Deadline (as defined in the Registration Rights Agreement), and if such effectiveness does not occur within such period, as soon as possible thereafter, (D) the Company fails to file any
amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30) days of the applicable Registration Trigger Date (as
defined in the Registration Rights Agreement), or fails to use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, and,
if such effectiveness does not occur within such period, as soon as possible thereafter, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness and during the applicable
Registration Period (as defined in the Registration Rights Agreement), lapses in effect or, other than on a day during an Allowable Grace Period (as defined in the Registration Rights Agreement), sales of all of the Registrable Securities (as
defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the
Company’s failure to file and use its reasonable best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Section 2(a)(ii) or 3(b) of the Registration
Rights Agreement, as applicable, or otherwise), or (F) the Company fails to provide 

  
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a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty-five (25) days of the date that such SEC comments are received by
the Company. 
 (b) Failure Payments; Black-Scholes Determination. The Company understands that any Event of Failure (as defined
above) could result in economic loss to Holder. In the event that any Event of Failure occurs, as compensation to Holder for such economic loss, the Company agrees to pay to Holder an amount payable, at the Company’s option, either (i) in
cash or (ii) in shares of Common Stock that are valued for these purposes at the Volume Weighted Average Price on the date of such calculation (“Failure Payments” and such shares, “Failure Payment Shares”), in each case
equal to the total economic loss of Holder determined on a commercially reasonable basis in connection with such Event of Failure for the relevant period (as recalculated on the first Business Day of each month thereafter for as long as Failure
Payments shall continue to accrue) from the date of such Event of Failure until the Event of Failure is cured; provided, however, that in the event the Company elects to make Failure Payments in Failure Payment Shares, the Company shall issue, and
Holder shall only receive, up to such number of shares of Common Stock in respect of Failure Payments such that Holder and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with Holder’s for purposes
of Section 13(d) of the Exchange Act (including shares held by any “group” of which Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have
limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than 4.985% of the total number of shares of Common Stock of the Company then issued and
outstanding, and the balance of such Failure Payments shall be paid in cash. For purposes of clarification, it is agreed and understood that Failure Payments shall continue to accrue following any Event of Default until the applicable Default Amount
is paid in full. The Company shall satisfy any Failure Payments under this Section pursuant to Section 10(c) below. Failure Payments are in addition to any Shares that Holder is entitled to receive upon Exercise of this Warrant. 

(c) Payment of Accrued Failure Payments. The Failure Payments and Failure Payment Shares representing accrued Failure Payments for each
Event of Failure shall be paid or issued and delivered, as the case may be, on or before the fifth (5th) Business Day of each month following a month in which Failure Payments accrued. Nothing herein shall limit Holder’s right to pursue
actual damages (to the extent in excess of the Failure Payments) for the Company’s Event of Failure, and Holder shall have the right to pursue all remedies available at law or in equity (including a decree of specific performance and/or
injunctive relief). Notwithstanding the above, if a particular Event of Failure results in an Event of Default pursuant to Section 11 hereof, then the Failure Payment, for that Event of Failure only, shall be considered to have been satisfied
upon payment to Holder of an amount equal to the greater of (i) the Failure Payment, or (ii) the Default Amount, payable in accordance with Section 11. 

(d) Maximum Interest Rate. Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be
deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to Holder and thereby refunded to the Company. 

  
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 11. Default. 

(a) Events Of Default. Each of the following events shall be considered to be an “Event of Default,” unless waived by Holder:

 (i) Failure To Effect Registration. With respect to all Registration Failures, a Registration Failure occurs and remains uncured
for a period of more than forty-five (45) days (or sixty (60) days in the case where the Company (i) has, by the Filing Deadline (as defined the Registration Rights Agreement) filed a Registration Statement (as defined in the
Registration Rights Agreement) covering this Warrant and the number of shares required by the Registration Rights Agreement, and (ii) has responded in writing to any comments to the Registration Statement that the Company has received from the
SEC, within ten (10) Business Days of such receipt, and nevertheless the SEC has not declared effective a Registration Statement covering the this Warrant and the Shares by the Registration Deadline (as defined in the Registration Rights
Agreement)), and such Registration Failure relates solely to the Company’s failure to have the Registration Statement declared effective by the Registration Deadline (as defined in the Registration Rights Agreement) and with respect to a
Registration Failure provided in clause (E) of the definition of “Registration Failure,” such Registration Failure occurs and remains uncured for a period of more than forty-five (45) days. 

(ii) Failure To Deliver Common Stock. A Delivery Failure (as defined above) occurs and remains uncured for a period of more than twenty
(20) days; or at any time, the Company announces or states in writing that it will not honor its obligations to issue shares of Common Stock to Holder upon Exercise by Holder of the Exercise rights of Holder in accordance with the terms of this
Warrant. 
 (iii) Legend Removal Failure. A Legend Removal Failure (as defined above) occurs and remains uncured for a period of
twenty (20) days; 
 (iv) Transfer Delivery Failure. A Transfer Delivery Failure (as defined above) occurs and remains uncured
for a period of twenty (20) days; 
 (v) Corporate Existence; Major Transaction. (A) The Company has failed to
(1) place the Successor Major Transaction Consideration into escrow and instruct the escrow agent to release the Successor Major Transaction Consideration to the Holder pursuant to Section 5(b)(iii), or (2) obtain the written
agreement of the Successor Entity and cause the Successor Entity to make payment as described in Section 5(b)(iii), (B) the Successor Major Transaction Consideration is not paid contemporaneously with the consummation of the Successor Major
Transaction, or (C) with respect to a Major Transaction that is to be treated as an Assumption under the terms hereof, the Company has failed to meet the Assumption requirements of Section 5(b)(i); or 

(vi) Section 13 Breach. During the Dividend Restriction Period, the Company declares or pays any dividend or
distribution of any kind to the holders of Common Stock of the Company. 

  
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 (b) Mandatory Early Termination. 

(i) Mandatory Early Termination Amount; Cashless Default Exercise. The Company shall notify Holder in writing within two
(2) Business Days of the occurrence of an Event of Default. If any Events of Default shall occur then, at the option of Holder, such option exercisable through the delivery of written notice to the Company by such Holder (the “Default
Notice”), the Company shall have the right to terminate the outstanding amount of this Warrant and pay to Holder (a “Mandatory Early Termination”), in full satisfaction of its obligations hereunder by delivery of a notice to such
effect to Holder within two (2) Business Days following receipt of the Default Notice, an amount payable in cash (the “Mandatory Early Termination Amount” or the “Default Amount”) equal to the Black-Scholes Value of the
remaining unexercised portion of this Warrant on the date of such Default Notice (or in the case of an Event of Default referred to in Section 11(a)(vi), on the Trading Day immediately preceding the date the dividend or distribution is declared
or, if not first declared, is paid). In the event the Company does not exercise its right to consummate a Mandatory Early Termination, then Holder shall have the right to exercise this Warrant, at any time and from time to time, pursuant to a
Cashless Default Exercise in accordance with Section 3(c) above. 
 The Mandatory Early Termination Amount shall be payable within five
(5) Business Days following the date of the applicable Default Notice. 
 (ii) Liquidated Damages. The parties hereto acknowledge
and agree that the sums payable as Failure Payments or pursuant to a Mandatory Early Termination shall constitute partial liquidated damages and not penalties. The parties further acknowledge that (i) the amount of loss or damages likely to be
incurred by Holder is incapable or is difficult to precisely estimate, (ii) the amounts specified bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Holder, and
(iii) the parties are sophisticated business parties and have been represented by sophisticated and able legal and financial counsel and negotiated this agreement at arm’s length. 

Upon the occurrence of an Event of Default, the Default Amount, together with all other amounts payable hereunder, shall immediately become
due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including legal fees and expenses, of collection, and Holder shall be entitled to exercise all other rights and remedies
available at law or in equity. 
 (c) Posting Of Bond. In the event that any Event of Default occurs hereunder, the Company may not
raise as a legal defense (in any Lawsuit, as defined below, or otherwise) or justification to such Event of Default any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, unless the
Company has posted a surety bond (a “Surety Bond”) for the benefit of such Holder in the amount of 130% of the aggregate Surety Bond Value (as defined below) of all of Holder’s Warrants (the “Bond Amount”), which Surety Bond
shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent Holder obtains judgment. 

For purposes hereof, a “Lawsuit” shall mean any lawsuit, arbitration or other dispute resolution filed by either party herein
pertaining to any of this Warrant, the Facility Agreement, the 

  
 22 













 
Registration Rights Agreement or any other Loan Document (as defined in the Facility Agreement). 

“Surety Bond Value,” for the Warrants shall mean 130% of the of the Black-Scholes Value of the remaining unexercised portion of this
Warrant on the Trading Day immediately preceding the date that such bond goes into effect. 
 (d) Injunction And Posting Of Bond. In
the event that the Event of Default referred to in subsection (a) of this Section 11 pertains to the Company’s failure to deliver unlegended shares of Common Stock to Holder pursuant to a Warrant Exercise, legend removal request, or
otherwise, the Company may not refuse such unlegended share delivery based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, unless an injunction from a court, on prior notice
to Holder, restraining and or enjoining Exercise of all or part of said Warrant shall have been sought and obtained by the Company and the Company has posted a Surety Bond for the benefit of such Holder in the amount of the Bond Amount, which Surety
Bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent Holder obtains judgment. 

(e) Remedies, Other Obligations, Breaches And Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in
addition to all other remedies available under this Warrant, the Facility Agreement, the Registration Rights Agreement and any other Loan Document, at law or in equity (including a decree of specific performance and/or other injunctive relief), and
nothing herein shall limit the right of Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to
Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach (including a breach or threatened breach of Section 13), the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 

12. Holder’s Early Terminations. 

(a) Mechanics of Holder’s Early Terminations. In the event that the Company does not deliver the applicable Successor Major
Transaction Consideration or Default Amount or the Exercise Shares in respect of an election of a Successor Major Transaction Conversion, Cashless Major Exercise, Cashless Default or Exercise, as the case may be, to Holder within the time period or
as otherwise required pursuant to the terms hereof, at any time thereafter Holder shall have the option, upon notice to the Company, in lieu of an election of a Successor Major Transaction Conversion, Cashless Major Exercise, Cashless Default
Exercise or Exercise, as the case may be, to require the Company to promptly return to Holder all or any portion of this Warrant that was submitted for election of a Successor Major Transaction Conversion, Cashless Major Exercise, Cashless Default
Exercise or Exercise, as the case may be. Upon the Company’s receipt of such notice, (x) the applicable election of Successor Major Transaction Conversion, Cashless Major Exercise, Cashless Default Exercise or Exercise, as the case may be,
shall be null and void with respect to such applicable portion of this Warrant, (y) the Company shall immediately return this 

  
 23 













 
Warrant, or issue a new Warrant to Holder representing the portion of this Warrant that was submitted for election of Successor Major Transaction Conversion, Cashless Major Exercise, Cashless
Default Exercise or Exercise, as the case may be, and (z) the Exercise Price of this Warrant or such new Warrant shall be adjusted to the Exercise Price as in effect on the date on which the applicable election of Successor Major Transaction
Conversion, Cashless Major Exercise, Cashless Default Exercise or Exercise, as the case may be, is voided. Holder’s delivery of a notice voiding an election of a Successor Major Transaction Conversion, Cashless Major Exercise, Cashless Default
Exercise or Exercise, as the case may be, and exercise of its rights following such notice shall not affect the Company’s obligations to make any Failure Payments which have accrued prior to the date of such notice with respect to the Warrant
subject to such notice. 
 13. Dividend Restrictions. 

Until the earlier of the expiration of the Term and the date all of the Warrants are exercised in full (the “Dividend Restriction
Period”), the Company shall not declare or pay any dividend or distribution of any kind to the holders of Common Stock of the Company. 

14. Benefits of this Warrant. 

Nothing in this Warrant shall be construed to confer upon any person other than the Company and Holder any legal or equitable right, remedy or
claim under this Warrant and this Warrant shall be for the sole and exclusive benefit of the Company and Holder. 
 15. Governing Law.

 All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the
City of New York, borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury. If either
party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be 

  
 24 













 
reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 

16. Loss of Warrant. 

Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date. 

17. Notice or Demands. 

Except as otherwise provided herein, notices or demands pursuant to this Warrant to be given or made by Holder to or on the Company shall be
sufficiently given or made if sent by overnight delivery with a nationally recognized overnight courier service, certified or registered mail, return receipt requested, postage prepaid, and addressed, until another address is designated in writing
by the Company, to the address set forth in Section 2(a) above. To the extent any notice or demand pursuant to this Warrant can be made by electronic mail, such notice or demand given or made by Holder to or on the Company shall be sufficiently
given or made if it is sent by electronic mail to the addresses that the Company shall designate in writing from time to time. Notices or demands pursuant to this Warrant to be given or made by the Company to or on Holder shall be sufficiently given
or made if sent by overnight delivery with a nationally recognized overnight courier service or certified or registered mail, return receipt requested, postage prepaid, and addressed, to the address of Holder set forth in the Company’s records,
until another address is designated in writing by Holder. 
 18. Construction. 

Unless the context otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits are to Articles, Sections,
Schedules or Exhibits contained in or attached to this Warrant, (b) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine
and neuter and (c) the use of the word “including” in this Warrant shall be by way of example rather than limitation. 
 19.
Signatures. 
 In the event that any signature to this Warrant or any amendment hereto is delivered by electronic mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an
original thereof. Notwithstanding the foregoing, the Company shall be obligated to deliver to Holder an original signature to this Warrant. At the request of any party, each other party shall promptly
re-execute an original form of this Warrant or any amendment hereto and deliver the same to the other party. No party hereto shall raise the use of electronic mail delivery of a “.pdf” format data
file to deliver a signature to this Warrant or any amendment hereto or the fact that such signature was transmitted or communicated through the use of electronic mail delivery of a “.pdf” format data


  
 25 













 
file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense. 

  
 26 













 IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
             day of April, 2019. 
  

			
	ENDOLOGIX, INC.
		
	 By:
	 	  

		 	 Print Name:

		 	 Title:




  
 27 













 EXHIBIT A-1 

EXERCISE FORM FOR WARRANT 
 TO:
[                ] 
 CHECK THE APPLICABLE BOX: 

 

			
		
	 ☐
	  	 Cash Exercise, Cashless Exercise or Note Exchange Exercise

 
 The undersigned hereby irrevocably exercises Warrant
Number         (the “Warrant”) with respect to [                ] shares of Common Stock (the “Common Stock”)
of Endologix, Inc., a Delaware corporation (the “Company”). [IF APPLICABLE: The undersigned hereby encloses $         as payment of the Exercise Price.]

 
 ☐ The undersigned is exercising the Warrant with
respect to [                ] shares of Common Stock pursuant to a Cashless Exercise, and hereby makes payment of the Exercise Price with respect to such shares in full,
all in accordance with the conditions and provisions of the Warrant applicable to such Cashless Exercise.
  

☐ The undersigned is exercising the Warrant with respect to
[                ] shares of Common Stock pursuant to a Note Exchange Exercise. The undersigned hereby agrees to cancel
$                 of principal outstanding under Notes of the Company held by Holder in satisfaction of the Exercise Price in accordance with the conditions and
provisions of the Warrant applicable to such Note Exchange Exercise.
  

	 ☐
	  	 Cashless Major Exercise
  

The undersigned hereby irrevocably exercises the Warrant with respect to         % of the Warrant
currently outstanding pursuant to a Cashless Major Exercise in accordance with the terms of the Warrant.
  

	 ☐
	  	 Cashless Default Exercise

 
 The undersigned hereby irrevocably exercises the Warrant
pursuant to a Cashless Default Exercise, in accordance with the terms of the Warrant.


 1. The undersigned requests that any stock certificates for such shares be issued free of any restrictive
legend, if appropriate, and, if requested by the undersigned, a warrant representing any unexercised portion hereof be issued, pursuant to the Warrant in the name of the undersigned and delivered to the undersigned at the address set forth below.

 2. Capitalized terms used but not otherwise defined in this Exercise Form shall have the meaning ascribed thereto in the Warrant. 

 

							
	 Dated:
  
	 		 		 	


			
	  
	 	
	Signature	 	
	  
  
	 	
	Print Name	 	
	  
  
	 	
	Address	 	

 NOTICE 

  
 28 













 The signature to the foregoing Exercise Form must correspond to the name as written upon the
face of the attached Warrant. 

  
 29 













 EXHIBIT B 

ASSIGNMENT 
 (To be executed by
the registered holder 
 desiring to transfer the Warrant) 

FOR VALUE RECEIVED, the undersigned holder of the attached warrant (the “Warrant”) hereby sells, assigns and transfers unto the
person or persons below named the right to purchase __________ shares of the Common Stock of Endologix, Inc., a Delaware corporation, evidenced by the attached Warrant and does hereby irrevocably constitute and appoint __________ attorney to
transfer the said Warrant on the books of the Company, with full power of substitution in the premises. 
  

							
	 Dated:
	 	  
	 		 	  

		 		 		 	 Signature


  

			
	 Fill in for new registration of Warrant:

 
	 	
	  
	 	
	Name	 	
	  
	 	
	Address	 	
	  
	 	
	 Please print name and address of assignee
	 	
	 (including zip code number)
	 	

 NOTICE 
 The
signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant. 

  
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 EXHIBIT C 

FORM OF OPINION 

            , 20     

[                    ] 

 

	Re:	 Endologix, Inc. (the “Company”) 



Dear Sir: 

[                    ]
(“[                    ]”) intends to transfer              Warrants (the
“Warrants”) of the Company to                  (“                ”)
without registration under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, we have examined and relied upon the truth of representations contained in an Investor Representation Letter attached hereto
and have examined such other documents and issues of law as we have deemed relevant. 
 Based on and subject to the foregoing, we are of the
opinion that the transfer of the Warrants by              to              may be effected without registration under the
Securities Act[, provided, however, that the Warrants to be transferred to              contain a legend restricting its transferability pursuant to the Securities Act and that transfer
of the Warrants is subject to a stop order]2. 
 The foregoing opinion is
furnished only to                      and may not be used, circulated, quoted or otherwise referred to or relied upon by you for any purposes other
than the purpose for which furnished or by any other person for any purpose, without our prior written consent. 
 Very truly yours, 

 

	2 	 Only if applicable. 



  
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 [FORM OF INVESTOR REPRESENTATION LETTER] 

            , 20     

[                       
         ] 
 Gentlemen: 

                    
(“        ”) has agreed to purchase                      Warrants (the “Warrants”) of
Endologix, Inc., a Delaware corporation (the “Company”) from [                    ]
(“[                    ]”). We understand that the Warrants are “restricted securities.” We represent and warrant that
             is a sophisticated institutional investor that would qualify as an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”). 

                 represents and warrants as of the date hereof
as follows: 
 1. That it is acquiring the Warrants and the shares of common stock, $0.001 par value per share underlying
such Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or for sale or distribution of said Warrants or Exercise Shares or any part thereof in violation of the Securities Act.
                 also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares
                 is acquiring is being acquired for, and will be held for, its account only; 

2. That the Warrants and the Exercise Shares must be held indefinitely unless they are registered under the Securities Act or
an exemption from such registration is available.                  recognizes that the Company has no obligation to register the Warrants, or to comply with any
exemption from such registration; 
 3. That neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144
adopted under the Securities Act unless certain conditions are met; 
 We acknowledge that the Company will place stop orders with respect
to the Warrants and the Exercise Shares, and if none of the Unrestricted Conditions (as defined in the Warrants) is satisfied, the Exercise Shares shall bear the following restrictive legend: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING
PURSUANT TO SECTION 4(A)(7) OF THE SECURITIES ACT OR RULE 144 UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED
“4[(a)](1) AND A HALF” SALE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 

“THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A CERTAIN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 9, 2018, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
AT NO COST BY 

  
 32 













 
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” 

At any time and from time to time after the date hereof,
                 shall, without further consideration, execute and deliver to
[                ] or the Company such other instruments or documents and shall take such other actions as they may reasonably request to carry out the transactions
contemplated hereby. 
 Very truly yours, 

  
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 Schedule 1 

Black-Scholes Value 
  

					
	 	  	 Calculation Under Sections 3(b) and 5(b)(iii)
	  	 Calculation Under Section 10(b) or 11(b)

	 Remaining Term
	  	Number of calendar days from date of public announcement of the Major Transaction until the last date on which the Warrant may be exercised.	  	Number of calendar days from the date of the Event of Failure, or in the case of an Event of Default, the date of the Default Notice, until the last date on which the Warrant may be exercised.
			
	 Interest Rate
	  	A risk-free interest rate corresponding to the US$ LIBOR/Swap rate for a period equal to the Remaining Term.	  	A risk-free interest rate corresponding to the US$ LIBOR/Swap rate for a period equal to the remaining Term.
			
	 Cost to Borrow
	  	Zero	  	Zero
			
	 Volatility
	  	 If the first public announcement of the Major Transaction is made at or prior to 4:00 p.m., New York City time, the arithmetic mean of the
historical volatility for the 10, 30 and 50 Trading Day periods ending on the date of such first public announcement, obtained from the HVT or similar function on Bloomberg. 


 
 If the first public announcement of the Major Transaction is made after 4:00 p.m., New
York City time, the arithmetic mean of the historical volatility for the 10, 30 and 50 Trading Day periods ending on the next succeeding Trading Day following the date of such first public announcement, obtained from the HVT or similar function on
Bloomberg.
	  	The arithmetic mean of the historical volatility for the 10, 30 and 50 Trading Day periods ending on the date of such determination, obtained from the HVT or similar function on Bloomberg.
			
	 Stock Price
	  	As selected by Holder in its commercially reasonable discretion in order to produce a commercially reasonable result, any of: (1) the closing price of the Common Stock on the NasdaqGS, or, if that is not the principal trading
market for the Common Stock, such principal market on which the Common Stock is traded or listed (the “Closing Market Price”) on the Trading Day immediately preceding the date on which a Major Transaction is consummated, (2) the first
Closing Market Price following the first public announcement of a Major Transaction, (3) the Closing Market Price as of the date immediately preceding the first public announcement of the Major Transaction or (4) the cash amount	  	The volume Weighted Average Price on the date of such determination.


  
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		  	payable per share of Common Stock. The Company and Holder acknowledge and agree that any of the above will produce a commercially reasonable result.	  	
			
	 Dividends
	  	Zero.	  	Zero.
			
	 Strike Price
	  	Exercise Price as defined in section 3(a).	  	Exercise Price as defined in section 3(a).


  
 35