EX-10.2





 Exhibit 10.2 

Execution Version 

FOURTH AMENDMENT TO CREDIT AGREEMENT 

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 24, 2020, by and among
ENDOLOGIX, INC., a Delaware corporation (“Endologix”), the other Borrowers party hereto, the Lenders party hereto and Deerfield ELGX Revolver, LLC, as agent for itself and the other members of the Lender Group (in such capacity,
together with its successors and assigns in such capacity, “Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Borrowers, Agent and the Lenders party thereto are parties to that certain Credit Agreement dated as of August 9,
2018 (as amended, restated, supplemented or otherwise modified from time to time to (and not including) the date hereof, including by that certain First Amendment to Credit Agreement, dated as of November 20, 2018, that certain Second Amendment
to Credit Agreement, dated as of March 30, 2019 and that certain Third Amendment to Credit Agreement, dated as of May 31, 2019), in each case, by and among the Borrowers, the Lenders party thereto and Agent, the “Credit
Agreement”); 
 WHEREAS, Endologix, the Subsidiaries of Endologix party thereto from time to time as “Loan
Parties” (such Subsidiaries, together with Endologix, the “Facility Loan Parties”), the lenders party thereto from time to time (such lenders, together with their successors and assigns, the “Term Lenders”) and
Term Agent, have entered into that certain Amended and Restated Facility Agreement, dated as of August 9, 2018 (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Term Credit
Agreement”), providing for, among other things, a term loan facility to be available to the Facility Loan Parties thereunder; 

WHEREAS, the obligations of Endologix and its applicable Subsidiaries under the Term Credit Agreement and the other Term Debt Documents
and the Credit Agreement and the other Loan Documents are secured by Liens on substantially all of the assets of Endologix and such Subsidiaries, including the First Lien Collateral (as defined in the Second Lien Subordination and Intercreditor
Agreement (as defined in the Term Credit Agreement)); 
 WHEREAS, the Term Debt Documents and the Loan Documents provide, among other
things, that any Lien securing the obligations under the Loan Documents shall be pari passu in all respects with any Lien securing the obligations under the Term Debt Documents, and any Lien securing the obligations under the Term Debt
Documents shall be pari passu in all respects with any Lien securing the obligations under the Loan Documents; 
 WHEREAS,
Endologix, the holders of certain of the Remaining Original 3.25% Convertible Notes, the Trustee and the Second Lien Agent have entered into the Remaining 3.25% Convertible Note Exchange Documents (as defined below), providing for, among other
things, the exchange of the Remaining Original 3.25% Convertible Notes for the 5.0% Voluntary Convertible Senior Secured Notes due 2024 and the granting of certain liens on substantially all of the assets of Endologix, subject to the Second Lien
Subordination and Intercreditor Agreement; 
 WHEREAS, in order to the induce Term Agent, the Term Lenders, the Agent and the Lenders
to consent to the Exchange (as defined below), Second Lien Agent and each other Second 












 
Lien Creditor have agreed to the subordination and intercreditor arrangements and other terms and provisions set forth in the Second Lien Subordination and Intercreditor Agreement; and 

WHEREAS, the Borrowers have requested that the Agent and the Lender Group amend certain provisions of the Credit Agreement and, subject
to certain terms and limitations and the satisfaction of the conditions set forth herein, the Agent and the Lenders are willing to do so, on the terms set forth herein. 

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1.
Defined Terms. Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. 

SECTION 2. Amendments.    Subject to the satisfaction of the conditions precedent set forth in
Section 4 of this Amendment, the Credit Agreement is hereby amended as follows: 
 (a)     The
Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the
following example: double-underlined text) as set forth in Exhibit A-I attached hereto (the “Amended Credit Agreement”). 

(b)     The Schedules to the Credit Agreement are hereby amended and restated in their entirety in the form attached
hereto as Exhibit A-II. 
 SECTION 3. [Intentionally Omitted]. 

SECTION 4. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following
conditions precedent on or prior to the date hereof (the “Fourth Amendment Effective Date”): 

(a)    the execution and delivery of this Amendment by the Borrowers, the Agent and the Required Lenders; 

(b)    the representations and warranties in Section 5 of this Amendment being true, complete
and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the Fourth Amendment Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date (in
which event such representations and warranties are true, complete and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); 

(c)    no Default or Event of Default has occurred or is continuing (or would result after giving effect to the
transactions contemplated by this Amendment and the Term Amendment (as defined below); 

  
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 (d)    the receipt in cash by the Lender Group of the payment of all
fees, costs and expenses incurred thereby on or prior to the date of this Amendment that are required to be reimbursed pursuant to Section 2.05(d) and Section 2.09 of the Credit Agreement or Section 6 of this
Amendment and all other fees, costs and expenses incurred in connection with this Amendment (and the transactions contemplated hereby) by the Lender Group (including, in each case, all Lender Group Expenses and all attorneys’ fees of the Lender
Group and any estimates of post-closing fees, costs and expenses (including all attorneys’ fees) expected to be incurred by the Lender Group in connection with this Amendment); 

(e)    the receipt by the Agent and the Lenders of a fully executed copy of the February 2020 Exchange Agreement and
Fourth Amendment to Amended and Restated Facility Agreement and Amendment to First Out Waterfall Notes and Warrants in form and substance reasonably satisfactory to the Agent and the Lenders (the “Term Amendment”); 

(f)    the receipt by the Agent and the Lenders of fully executed copies of each of the following: (i) that certain
Exchange Agreement, dated as of the date hereof among Endologix and the holders of certain of the Remaining Original 3.25% Convertible Notes, providing for the exchange of certain of the Remaining Original 3.25% Convertible Notes for the Senior Lien
Notes (the “5.00% Exchange Agreement (Fourth Amendment)”), (ii) that certain Junior Lien Security Agreement dated as of the date hereof between Endologix and the Collateral Agent (the “Second Lien Security
Agreement”), (iii) that certain the Second Lien Subordination and Intercreditor Agreement, to be dated as of the date hereof, (iv) that certain Indenture in respect of the Second Lien Notes (the “5.00% Second Lien Convertible
Notes Indenture”), dated as of the date hereof, among Endologix and the Trustee and Collateral Agent (each as defined therein), and (v) the 5.00% Voluntary Convertible Senior Secured Notes due 2024 of Endologix (the “Second
Lien Notes”), dated as of the date hereof, in each case, in form and substance satisfactory to the Agent and the Lenders (the 5.00% Exchange Agreement (Fourth Amendment), the Second Lien Security Agreement, the Second Lien Subordination and
Intercreditor Agreement, the 5.00% Second Lien Convertible Notes Indenture, and the Second Lien Notes, including all exhibits, schedules and attachments thereto, and any other instruments or agreements entered into in connection with the
transactions contemplated thereby, collectively, the “Remaining 3.25% Convertible Exchange Documents”); 
 (g)
    the consummation of the “Exchange” as defined in the 5.00% Exchange Agreement (Fourth Amendment) contemplated to occur on the Fourth Amendment Effective Date in accordance with the terms of the Remaining 3.25%
Convertible Exchange Documents; 
 (h)    receipt by Agent of a certificate from an Authorized Officer of each Loan
Party in form and substance satisfactory to Agent and the Lenders: 
 (i)    attesting to the resolutions
of such Loan Party’s board of directors authorizing its execution, delivery, and performance of this Amendment, the Term Amendment, and the Remaining 3.25% Convertible Exchange Documents to which it is party, 

(ii)    authorizing specific officers of such Loan Party to execute the same, attesting to the incumbency
and signatures of such specific officers of such Loan Party, 

  
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 (iii)    attesting to copies of each Loan Party’s
Organizational Documents, as amended, modified, or supplemented to the date hereof, which Organizational Documents shall be (A) certified by an Authorized Officer of such Loan Party, and (B) with respect to Organizational Documents that
are charter documents, certified as of a recent date (not more than thirty (30) days prior to the Fourth Amendment Effective Date) by the appropriate governmental official, 

(iv)    attesting to certificates of status with respect to each Loan Party, dated within ten
(10) days of the Fourth Amendment Effective Date, such certificates to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificates shall indicate that such Loan Party is in good standing in
such jurisdiction, and 
 (v)    attesting to certificates of status with respect to each Loan Party,
each dated within thirty (30) days of the Fourth Amendment Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which such Loan
Party’s failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions; 

(i)    an opinion letter from counsel to the Loan Parties with respect to the transactions contemplated by this Amendment
and the Amended Credit Agreement, in form and substance satisfactory to the Agent and the Lenders; and 
 (j)    the
receipt by the Agent and the Lenders of all other documents, agreements, instruments and other information reasonably requested by the Agent or any Lender. 

SECTION 5. Representations and Warranties. Each Loan Party party hereto hereby represents and warrants to Agent
and each Lender as follows as of the Fourth Amendment Effective Date: 
 (a)    Each Loan Party is validly existing as a
corporation, limited liability company or limited partnership, as applicable, and is in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable. Each Loan Party (i) has full power and
authority (and all governmental licenses, authorizations, permits (including all Regulatory Required Permits), consents and approvals) to (A) own its properties and conduct its business (solely with respect to governmental licenses,
authorizations, permits (including all Regulatory Required Permits), consents and approvals, except where the failure to have such governmental licenses, authorizations, permits (including all Regulatory Required Permits), consents and approvals
could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect) and (B) to (x) enter into, and perform its obligations under, this Amendment (including the Amended Credit Agreement) and the other
Loan Documents (including as amended hereby, as applicable), the Term Amendment, the other Term Debt Documents (as amended by the Term Amendment, as applicable) and the Remaining 3.25% Convertible Exchange Documents, and (y) consummate the
transactions contemplated under this Amendment (including the Amended Credit Agreement) and the other Loan Documents (including as amended hereby, as applicable), the Term Amendment and the other Term Debt Documents (as amended by the Term
Amendment, as applicable) and the Remaining 3.25% Convertible Exchange Documents and to 

  
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consummate the Exchange, and (ii) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing, under the
laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, in each case of this clause (ii), where the failure to be so qualified, licensed or in good standing
could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 
 (b)    The
execution, delivery and performance of this Amendment (including the Amended Credit Agreement) and the other Loan Documents (including as amended hereby, as applicable), and the execution, delivery and performance of the Term Amendment, the Term
Debt Documents (as amended by the Term Amendment, as applicable) and the Remaining 3.25% Convertible Exchange Documents, in each case, have been duly authorized by each Loan Party and no further consent or authorization is required by any Loan
Party, any Loan Party’s board of directors (or other equivalent governing body) or the holders of any Loan Party’s Stock. Each of this Amendment, the Term Amendment and each Remaining 3.25% Convertible Exchange Document has been duly
executed and delivered by each of the Loan Parties and constitutes a valid, legal and binding obligation of each Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy,
reorganization, moratorium or other similar laws affecting creditors’ rights generally. On and after the Fourth Amendment Effective Date, each of this Amendment (including the Amended Credit Agreement), the Term Amendment, the Term Debt
Documents (as amended by the Term Amendment, as applicable) and the Remaining 3.25% Convertible Exchange Documents will have been duly executed and delivered by each of the Loan Parties and constitute a valid, legal and binding obligation of each
Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally. The execution,
delivery and performance of this Amendment (including the Amended Credit Agreement) and the other Loan Documents (including as amended hereby, as applicable), the Term Amendment, the Term Debt Documents (as amended by the Term Amendment, as
applicable) and the Remaining 3.25% Convertible Exchange Documents by each Loan Party party hereto and the consummation of the transactions contemplated hereby and thereby will not (A) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to (x) the Loan Documents (including as amended hereby, as applicable) and (y) to the extent permitted by
the Credit Agreement, the Term Debt Documents and the Second Lien Subordination and Intercreditor Agreement) upon any assets of any such Loan Party pursuant to (i) either of the Exchanged Senior Notes Indentures, or (ii) any agreement,
document or instrument to which such Loan Party is a party or by which any Loan Party is bound or to which any of the assets or property of any Loan Party is subject, (B) result in any violation of or conflict with the provisions of the
Organizational Documents, (C) result in the violation of any Applicable Law, or (D) result in the violation of any judgment, order, rule, regulation or decree of any Governmental Authority, except, with respect to clauses (A)(ii) and
(C) only, as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, Authorization or order of, or registration or filing with any Governmental Authority is required for
(i) the execution, delivery and performance of this Amendment (including the Amended Credit Agreement) and the other Loan Documents (including as amended hereby, as applicable), the Term Amendment, the Term Debt Documents (as amended by the
Term Amendment, as applicable) and the Remaining 3.25% Convertible Exchange 

  
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Documents and (ii) the consummation by any Loan Party of the transactions contemplated hereby and thereby. 

(c)    Except for the amounts owed to Jeffries, LLC that have been disclosed to the Agent on or prior to the date hereof,
no brokerage or finder’s fees or commissions are or will be payable by Endologix or any of its affiliates or representatives to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with
respect to the transactions contemplated by this Amendment, the other Loan Documents (including as amended hereby, as applicable), the Term Amendment, the Term Debt Documents (as amended by the Term Amendment, as applicable) and the Remaining 3.25%
Convertible Exchange Documents. The members of the Lender Group shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this
Section 5(c) that may be due in connection with the transactions contemplated hereby. 

(d)    The amendments and transactions contemplated hereby, including the consummation of the Exchange, do not contravene,
or require stockholder approval pursuant to, the rules and regulations of the Principal Market. 
 (e)    Each of the
representations and warranties of any of the Loan Parties set forth in the Amended Credit Agreement and the other Loan Documents (including as amended hereby, as applicable) are true, complete and correct in all material respects (without
duplication of any materiality qualifier contained therein) as of the date hereof and as of the Fourth Amendment Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such
representations and warranties were true, complete and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date). 

(f)    The Remaining 3.25% Convertible Exchange Documents constitute all of the agreements, instruments and documents
entered into in connection with, and necessary to effectuate, the Exchange. Each of the representations and warranties of any of the Loan Parties set forth in the Remaining 3.25% Convertible Exchange Documents are true, complete and correct in all
material respects (without duplication of any materiality qualifier contained therein) as of the date hereof and as of the Fourth Amendment Effective Date, except to the extent that such representation or warranty expressly relates to an earlier
date (in which event such representations and warranties were true, complete and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date). 

(g)    No Default or Event of Default has occurred and is continuing (or would result after giving effect to the
transactions contemplated by this Amendment and the other Loan Documents (including as amended hereby, as applicable) and the Term Amendment and the other Term Debt Documents (as amended by the Term Amendment, as applicable) and the Remaining 3.25%
Convertible Exchange Documents). 
 (h)    No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions contemplated by this Amendment, the Amended Credit Agreement, the other Loan Documents, the Term Amendment, the other Term Debt Documents (as amended by the Term Amendment, as
applicable) or the Remaining 3.25% 

  
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Convertible Exchange Documents has been issued and remains in force by any Governmental Authority against any Loan Party or any member of the Lender Group. 

(i)    (i) This Amendment has been entered into without force or duress of the free will of each Borrower,
(ii) each Borrower’s decision to enter into this Amendment is a fully informed decision, and (iii) each Borrower is aware of all legal and other ramifications of such decision. 

(j)    In executing this Amendment, no Borrower is relying on any representations or warranties, either written or oral,
express or implied, made to any Borrower by any other party hereto or any member of the Lender Group. 
 (k)    Attached
hereto as Exhibit B is a true, correct and complete copy of the Term Amendment, which has not been (and is not currently being contemplated as of the Fourth Amendment Effective Date to be) amended, restated, supplemented, changed or otherwise
modified in any manner. 
 (l)    Attached hereto as Exhibit C are true, correct and complete
copies of the Remaining 3.25% Convertible Exchange Documents, which have not been (and are not currently being contemplated as of the Fourth Amendment Effective Date to be) amended, restated, supplemented, changed or otherwise modified in any
manner. 
 SECTION 6. Fees, Costs and Expense Reimbursement. In connection with the Agent and the Lenders party
hereto agreeing to enter into this Amendment and provide the accommodations hereunder, the Loan Parties agree to pay on the date of this Amendment all fees, costs and expenses (including all Lender Group Expenses and all attorneys’ fees)
incurred by the Lender Group in connection with this Amendment and any other Loan Document and the transactions contemplated hereby and thereby. 

SECTION 7. Captions. Captions used in this Amendment are for convenience only and shall not modify or affect the
interpretation or construction of this Amendment or any of its provisions. 
 SECTION 8. Counterparts. This
Amendment may be executed in several counterparts, and by each party hereto on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of
which together shall constitute one and the same agreement. 
 SECTION 9. Severability. If any provision of this
Amendment shall be invalid, illegal or unenforceable in any respect under any Applicable Law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. The parties hereto shall
endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision. 

SECTION 10. Entire Agreement. The Credit Agreement, as amended hereby, together with all other Loan Documents
(including as amended hereby, as applicable), contains the entire understanding among the parties hereto with respect to the matters covered thereby and supersedes 

  
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any and all other written and oral communications, negotiations, commitments and writings with respect thereto. 

SECTION 11. Successors; Assigns. This Amendment shall be binding upon the Borrowers, the Lenders and Agent and
their respective successors and permitted assigns, and shall inure to the benefit of the Borrowers, the Lenders, Agent and the other members of the Lender Group and the successors and assigns of the Lenders, Agent and the other members of the Lender
Group. No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Amendment or any of the other Loan Documents (including as amended hereby, as applicable). No
Loan Party may assign or transfer any of its rights or obligations under this Amendment without the prior written consent of Agent and each Lender, and any prohibited assignment or transfer shall be absolutely void ab initio. 

SECTION 12. Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE. Article XII of the Amended Credit Agreement is incorporated herein,
mutatis mutandis. 
 SECTION 13. Reaffirmation and Ratification; No Novation. Each Loan Party party
hereto as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Person grants Liens in its property or otherwise acts as accommodation party or guarantor, as the case may be pursuant to the Loan Documents
(including as amended hereby, as applicable), hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under this Amendment and the Amended Credit Agreement and each other Loan Document to which
it is a party (after giving effect hereto) and (ii) to the extent such Person granted Liens or security interests in any of its property pursuant to any Loan Documents (including as amended hereby, as applicable) as security for or otherwise
guaranteed the Obligations under or with respect to the Loan Documents (including as amended hereby, as applicable), ratifies and reaffirms such guarantee and grant (and the validity and enforceability thereof) of Liens and confirms and agrees and
acknowledges that such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof and from and after the Fourth
Amendment Effective Date. Each Loan Party party hereto hereby consents to this Amendment and acknowledges that the Amended Credit Agreement and each other Loan Document remains in full force and effect and is hereby ratified and reaffirmed. The
execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of Agent, the Lenders or any other member of the Lender Group, constitute a waiver of any provision of the Credit Agreement, the Amended Credit
Agreement or any other Loan Document or serve to effect a novation of any obligations (including the Obligations). For the avoidance of doubt, this Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the
Credit Agreement (including the Amended Credit Agreement) and the other Loan Documents (including as amended hereby, as applicable) or an accord and satisfaction in regard thereto. 

  
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 SECTION 14. Effect on Loan Documents. 

(a)    The Credit Agreement (including as amended hereby), and each of the other Loan Documents (including as amended
hereby, as applicable), shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate,
except with respect to the modifications and amendments expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan
Document. Except for the amendments to the Credit Agreement expressly set forth herein or contemplated hereby, the Credit Agreement shall remain unchanged and in full force and effect. The amendments, modifications and other agreements set forth
herein or contemplated hereby are limited to the specified provisions of this Amendment (including the Credit Agreement (as amended hereby)), shall not apply with respect to any facts or occurrences other than those on which the same are based,
shall neither excuse future non-compliance with the Loan Documents (including as amended hereby, as applicable) nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any
further or other matter under the Loan Documents (including as amended hereby, as applicable) and shall not be construed as an indication that any waiver of covenants or any other provision of the Credit Agreement (including as amended hererby) will
be agreed to, it being understood that the granting or denying of any waiver which may hereafter be requested by the Borrowers or any other Loan Party remains in the sole and absolute discretion of the Agent and the Lenders. 

(b)    Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”,
“therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby. 

(c)    To the extent that any of the terms and conditions in any of the Loan Documents (including as amended hereby, as
applicable) shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement after giving effect to this Amendment, such terms and conditions are hereby deemed modified and amended accordingly to reflect the terms and
conditions of the Credit Agreement as modified and amended hereby. 
 (d)    This Amendment (including the Credit
Agreement as amended hereby) is a Loan Document. 
 SECTION 15. Guarantors’ Acknowledgment and Agreement. Although
the Guarantors party hereto have been informed of the matters set forth herein and have agreed to the same, each such Guarantor understands, acknowledges and agrees that none of the members of the Lender Group has any obligations to inform such
Guarantor of such matters in the future or to seek 

  
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its acknowledgment or agreement to future amendments, restatements, supplements, changes, modifications, waivers or consents, and nothing herein shall create such a duty. 

SECTION 16. Release. 

(a)    As of the date of this Amendment, each Loan Party, for itself and on behalf of its successors, assigns, Subsidiaries
and such Loan Party’s and its Subsidiaries’ officers, directors (and any equivalent governing body), employees, agents, representatives, advisors, consultants, accountants and attorneys, and any Person acting for or on behalf of, or
claiming through it (collectively, the “Releasing Persons”), hereby waives, releases, remises and forever discharges each member of the Lender Group, each of their respective Affiliates and successors in title, and past, present and
future officers, directors, employees, limited partners, general partners, members, managers, investors, attorneys, assigns, subsidiaries, equityholders, trustees, agents and other professionals of the foregoing entities and all other Persons and
entities to whom any member of the Lender Group would be liable if such Persons were found to be liable to such Releasing Persons (each a “Releasee” and collectively, the “Releasees”), from any and all past, present
and future claims, suits, liens, lawsuits, amounts paid in settlement, debts, deficiencies, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity,
law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct,
indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Releasing Persons ever had from the beginning of the world until (and
including) the date hereof, against any such Releasing Person which relates, directly or indirectly, to the Credit Agreement (including as amended hereby) or any other Loan Document (including as amended hereby, as applicable), the Stock owned by
any Releasee or to any acts or omissions of any such Releasee with respect to the Credit Agreement (including as amended hereby) or any other Loan Document (including as amended hereby, as applicable) or any Stock owned by any Releasee, or to the
lender-borrower relationship evidenced by the Loan Documents (including as amended hereby, as applicable) or the Stock holder or owner issuer of Stock holder issuer relationship evidenced by the Loan Documents (including as amended hereby, as
applicable).. 
 (b)    As to each and every Claim released hereunder, each Loan Party hereby agrees, represents and
warrants that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides
as follows: 
 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 

As to each and every Claim released hereunder, each Loan Party also waives the benefit of each other similar provision of applicable federal,
state or foreign law (including without limitation 

  
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the laws of the State of New York), if any, pertaining to general releases after having been advised by legal counsel to such Loan Party with respect thereto. 

(c)    Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known
or believed to be true with respect to such Claims and agrees that this Amendment shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the
release set forth above in this Section 16 may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or
attempted in breach of the provisions of such release. 
 (d)    Each Loan Party hereby agrees, represents, and warrants
that (i) neither such Loan Party nor any other Releasing Person has voluntarily, by operation of law or otherwise, assigned, conveyed, transferred or encumbered, either directly or indirectly, in whole or in part, any right to or interest in
any of the Claims released pursuant to this Section 16; (ii)(A) this Amendment has been entered into (1) without force or duress and (2) of the free will of each Loan Party, and (B) the decision of such
undersigned to enter into this Amendment is a fully informed decision and such undersigned is aware of all legal and other ramifications of each such decision; and (iii) such Loan Party has (A) read and understands this Amendment
(including the release granted in this Section 16 and the Credit Agreement (including as amended hereby)), (B) consulted with and been represented by independent legal counsel of its own choosing in negotiations for
and the preparation of this Amendment, (C) read this Amendment in full and final form, and (D) been advised by its counsel of its rights and obligations under this Amendment. 

(e)    Each Loan Party, for itself and on behalf of each other Releasing Person, hereby absolutely, unconditionally and
irrevocably covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person
pursuant to the above release in this Section 16. Each Loan Party further agrees that it shall not dispute the validity or enforceability of this Amendment or any of the other Loan Documents (including as amended hereby, as
applicable), or any of its obligations hereunder or thereunder, or the creation, validity, perfection, priority, enforceability or the extent of Agent’s security interest or Lien on any item of Collateral under the Credit Agreement (including
as amended hereby) and the other Loan Documents (including as amended hereby, as applicable) or the providing of any “control” (within the meaning of Articles 8 and 9 under the applicable UCC) under any Control Agreement or any other Loan
Document (including as amended hereby, as applicable). If any Loan Party or any other Releasing Person breaches or otherwise violates the foregoing covenant and provisions, such Loan Party, for itself and its Releasing Persons, agrees to pay, in
addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees, expenses and costs and any other fees, expenses and costs incurred by such Releasee as a result of such breach or violation. 

(f)    The provisions of this Section 16 shall survive the termination of this Amendment and the
other Loan Documents (including as amended hereby, as applicable) and the payment in full of the Obligations and the termination of the Commitments. 

[Signature Pages Follow] 

  
 11 













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

			
	BORROWERS:


			
	
	 ENDOLOGIX, INC.,
 a Delaware
corporation



			
		
	By:	 	  

	Name:	 	
	Title:	 	


			
	
	 CVD/RMS ACQUISITION CORP.,
 a
Delaware corporation



			
		
	By:	 	  

	Name:	 	
	Title:	 	


			
	
	 NELLIX, INC.,
 a Delaware
corporation



			
		
	By:	 	  

	Name:	 	
	Title:	 	


			
	
	 TRIVASCULAR TECHNOLOGIES, INC.,

a Delaware corporation



			
		
	By:	 	  

	Name:	 	
	Title:	 	

  

			
	TRIVASCULAR, INC.,


  
 [Signature Page to Fourth
Amendment to Credit Agreement] 














			
	a California corporation
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 ENDOLOGIX CANADA, LLC,
 a
Delaware limited liability company

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 TRIVASCULAR SALES LLC,
 a
Texas limited liability company

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 RMS/ENDOLOGIX SIDEWAYS MERGER CORP.,

a Delaware corporation

		
	By:	 	  

	Name:	 	
	Title:	 	


  
 [Signature Page to Fourth
Amendment to Credit Agreement] 














							
	LENDERS:
	
	DEERFIELD PARTNERS, L.P.
		
	By:	 	Deerfield Mgmt, L.P.
		 	General Partner
			
		 	By:	 	J.E. Flynn Capital, LLC
		 		 	General Partner
				
		 		 	By:	 	  

		 		 	Name:	 	David J. Clark
		 		 	Title:	 	Authorized Signatory
	
	DEERFIELD PRIVATE DESIGN FUND III, L.P.
		
	By:	 	Deerfield Mgmt III, L.P.
		 	General Partner
			
		 	By:	 	J.E. Flynn Capital III, LLC
		 		 	General Partner
				
		 		 	By:	 	  

		 		 	Name:	 	David J. Clark
		 		 	Title:	 	Authorized Signatory
	
	DEERFIELD PRIVATE DESIGN FUND IV, L.P.
		
	By:	 	Deerfield Mgmt IV, L.P.
		 	General Partner
			
		 	By:	 	J.E. Flynn Capital IV, LLC
		 		 	General Partner
				
		 		 	By:	 	  

		 		 	Name:	 	David J. Clark
		 		 	Title:	 	Authorized Signatory


  
 [Signature Page to Fourth
Amendment to Credit Agreement] 














							
	AGENT:
	
	DEERFIELD ELGX REVOLVER, LLC
	
	By: Deerfield Management Company, L.P. (Series C),
	Manager
			
	      	 	By:	 	Flynn Management LLC, General Partner
				
		 		 	By:	 	  

		 		 	Name:	 	David J. Clark
		 		 	Title:	 	Authorized Signatory


  
 [Signature Page to Fourth
Amendment to Credit Agreement] 













 EXHIBIT A-I 

Amended Credit Agreement 












 EXHIBIT A-I 

 
  

 
 CREDIT AGREEMENT 

by and among 
 DEERFIELD ELGX
REVOLVER, LLC, 
 as Agent, 

THE LENDERS THAT ARE PARTIES HERETO, 

as the Lenders, 
 ENDOLOGIX,
INC., 
 each of its direct and indirect subsidiaries listed on the signature pages hereto and any additional borrower that hereafter
becomes party hereto, each as a Borrower, and collectively as Borrowers 
  

 
 as amended by:

 that certain First Amendment to Credit Agreement dated as of November 20, 2018, that certain Second Amendment to Credit Agreement
dated as of March 30, 2019, that certain Third Amendment to Credit Agreement dated as of May 31, 2019 and that certain Fourth Amendment to Credit Agreement dated as of February 24, 2020 

Closing Date: August 9, 2018 
  

 
  












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I. DEFINITIONS AND CONSTRUCTION
	  	 	1	
			
	 1.01
	 	Definitions	  	 	1	
	 1.02
	 	Accounting Terms	  	 	58	
	 1.03
	 	Code	  	 	59	
	 1.04
	 	Construction	  	 	59	
	 1.05
	 	Time References	  	 	59	
	 1.06
	 	Schedules and Exhibits	  	 	60	
		
	 ARTICLE II. LOANS AND TERMS OF PAYMENT
	  	 	60	
			
	 2.01
	 	Revolving Loans	  	 	60	
	 2.02
	 	Borrowing Procedures and Settlements	  	 	61	
	 2.03
	 	Payments; Reductions of Commitments; Prepayments	  	 	64	
	 2.04
	 	Promise to Pay; Promissory Notes	  	 	67	
	 2.05
	 	Interest Rates: Rates, Payments, and Calculations	  	 	67	
	 2.06
	 	[Reserved]	  	 	70	
	 2.07
	 	Designated Account	  	 	70	
	 2.08
	 	Maintenance of Loan Account; Statements of Obligations	  	 	70	
	 2.09
	 	Fees, Changes, Damages and Revolver Exit Payment	  	 	71	
	 2.10
	 	[Reserved]	  	 	74	
	 2.11
	 	Capital Requirements	  	 	74	
	 2.12
	 	Collections; Crediting Payments	  	 	75	
	 2.13
	 	Appointment of Borrower Representative	  	 	76	
	 2.14
	 	Joint and Several Liability of Borrowers	  	 	77	
		
	 ARTICLE III. CONDITIONS; TERM OF AGREEMENT
	  	 	81	
			
	 3.01
	 	Conditions Precedent to the Initial Extension of Credit	  	 	81	
	 3.02
	 	Conditions Precedent to all Extensions of Credit	  	 	83	
	 3.03
	 	Effect of Maturity	  	 	84	
	 3.04
	 	Conditions Subsequent	  	 	85	
		
	 ARTICLE IV. REPRESENTATIONS AND WARRANTIES
	  	 	85	
			
	 4.01
	 	Due Organization and Qualification; No Event of Default; Solvency	  	 	85	
	 4.02
	 	Existence; Power and Authority	  	 	86	
	 4.03
	 	Litigation	  	 	86	
	 4.04
	 	Due Authorization; No Conflict	  	 	87	
	 4.05
	 	Permits and Authorizations	  	 	88	
	 4.06
	 	Title to Assets; No Encumbrances	  	 	88	
	 4.07
	 	Intellectual Property	  	 	88	
	 4.08
	 	No Default	  	 	89	
	 4.09
	 	Taxes	  	 	89	


  
 -i- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 4.10
	 	Compliance with Laws	  	 	90	
	 4.11
	 	SEC Filings	  	 	90	
	 4.12
	 	Financial Statements	  	 	90	
	 4.13
	 	Internal Controls	  	 	91	
	 4.14
	 	ERISA	  	 	92	
	 4.15
	 	Subsidiaries	  	 	93	
	 4.16
	 	No Dividends	  	 	93	
	 4.17
	 	Stock	  	 	93	
	 4.18
	 	Material Contracts	  	 	94	
	 4.19
	 	Use of Proceeds	  	 	94	
	 4.20
	 	Environmental Condition	  	 	94	
	 4.21
	 	Governmental Regulation	  	 	95	
	 4.22
	 	Employee and Labor Matters	  	 	95	
	 4.23
	 	Name and Address; Properties	  	 	96	
	 4.24
	 	Sanctions	  	 	96	
	 4.25
	 	Anti-Money Laundering	  	 	96	
	 4.26
	 	Anti-Corruption	  	 	96	
	 4.27
	 	Anti-Terrorism	  	 	97	
	 4.28
	 	Sarbanes-Oxley	  	 	97	
	 4.29
	 	Accounting Practices	  	 	97	
	 4.30
	 	Common Stock	  	 	97	
	 4.31
	 	DTC	  	 	98	
	 4.32
	 	Fees	  	 	98	
	 4.33
	 	Products; Regulatory Required Permits	  	 	98	
	 4.34
	 	No Violation of Healthcare Laws	  	 	99	
	 4.35
	 	No Third Party Payor Program	  	 	99	
	 4.36
	 	Conduct of Business at Facilities	  	 	99	
	 4.37
	 	No Adulteration; Product Manufacturing	  	 	100	
	 4.38
	 	FDA	  	 	100	
	 4.39
	 	Margin Stock	  	 	101	
	 4.40
	 	Complete Disclosure	  	 	101	
	 4.41
	 	Investments	  	 	101	
	 4.42
	 	Schedules	  	 	101	
	 4.43
	 	Eligible Accounts	  	 	101	
	 4.44
	 	Eligible Inventory	  	 	102	
	 4.45
	 	Location of Inventory	  	 	102	
	 4.46
	 	Inventory and Equipment Records	  	 	102	
	 4.47
	 	No Violation of Usury Laws	  	 	102	
	 4.48
	 	Eligible Equipment	  	 	102	
		
	 ARTICLE V. AFFIRMATIVE COVENANTS
	  	 	102	
			
	 5.01
	 	Existence; Permits	  	 	103	


  
 -ii- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 5.02
	 	Compliance with Laws	  	 	103	
	 5.03
	 	Insurance	  	 	103	
	 5.04
	 	Taxes	  	 	104	
	 5.05
	 	Reports, Notices	  	 	104	
	 5.06
	 	Inspection	  	 	106	
	 5.07
	 	Disclosure Updates	  	 	107	
	 5.08
	 	Cash Management	  	 	107	
	 5.09
	 	Further Assurances	  	 	108	
	 5.10
	 	Environmental	  	 	110	
	 5.11
	 	ERISA	  	 	110	
	 5.12
	 	FDA; Healthcare Laws	  	 	110	
	 5.13
	 	Regulatory Required Permits	  	 	110	
	 5.14
	 	Material Contracts	  	 	111	
	 5.15
	 	Notices Regarding Indebtedness	  	 	111	
	 5.16
	 	Reporting	  	 	111	
	 5.17
	 	Lender Meetings	  	 	113	
	 5.18
	 	Location of Collateral	  	 	113	
	 5.19
	 	Updated Borrowing Base Certificate	  	 	113	
	 5.20
	 	Announcing Form 8-K	  	 	113	
	 5.21
	 	Eligible Equipment	  	 	115	
	 5.22
	 	Maximum Revolver Related Notices	  	 	116	
	 5.23
	 	Collateral Access Agreements	  	 	116	
		
	 ARTICLE VI. NEGATIVE COVENANTS
	  	 	116	
			
	 6.01
	 	Restrictions on Fundamental Changes	  	 	116	
	 6.02
	 	Joint Ventures; Restricted Payments	  	 	117	
	 6.03
	 	Liens	  	 	117	
	 6.04
	 	Disposal of Assets	  	 	117	
	 6.05
	 	Indebtedness	  	 	118	
	 6.06
	 	Investments	  	 	118	
	 6.07
	 	Transactions with Affiliates	  	 	118	
	 6.08
	 	ERISA	  	 	119	
	 6.09
	 	Nature of Business	  	 	119	
	 6.10
	 	Amendments to Organizational Documents and Material Contracts	  	 	119	
	 6.11
	 	Changes to Fiscal Year; GAAP	  	 	120	
	 6.12
	 	Payments and Amendments	  	 	120	
	 6.13
	 	Restrictions on Distributions	  	 	120	
	 6.14
	 	Sanctions; Anti-Corruption	  	 	121	
	 6.15
	 	Sale Leaseback Transactions	  	 	122	
	 6.16
	 	Environmental	  	 	122	
	 6.17
	 	Investment Company	  	 	122	
	 6.18
	 	Intercreditor Agreement; Term Debt	  	 	122	


  
 -iii- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 6.19
	 	Payment of Convertible Notes	  	 	122	
	 6.20
	 	Commingling of Assets	  	 	123	
	 6.21
	 	Limitation on Issuance of Stock	  	 	123	
	 6.22
	 	Use of Proceeds	  	 	124	
	 6.23
	 	Anti-Layering	  	 	124	
	 6.24
	 	Convertible Notes Restrictions	  	 	124	
		
	 ARTICLE VII. FINANCIAL COVENANTS
	  	 	125	
			
	 7.01
	 	Financial Covenants	  	 	125	
		
	 ARTICLE VIII. EVENTS OF DEFAULT
	  	 	126	
			
	 8.01
	 	Payments	  	 	126	
	 8.02
	 	Covenants	  	 	127	
	 8.03
	 	Representations, etc.	  	 	127	
	 8.04
	 	Insolvency; Bankruptcy	  	 	127	
	 8.05
	 	Judgments	  	 	128	
	 8.06
	 	No Governmental Authorization	  	 	128	
	 8.07
	 	Agreement Invalid Under Applicable Law	  	 	128	
	 8.08
	 	Cross-Default	  	 	128	
	 8.09
	 	Loan Documents; Security Interests	  	 	129	
	 8.10
	 	ERISA	  	 	129	
	 8.11
	 	Product Withdrawal	  	 	129	
	 8.12
	 	Change in Law	  	 	130	
	 8.13
	 	Material Contract Default	  	 	130	
	 8.14
	 	Other Default or Breach	  	 	130	
	 8.15
	 	Criminal Proceedings	  	 	130	
	 8.16
	 	Payment of Subordinated Debt	  	 	130	
	 8.17
	 	Any Intercreditor Agreement Provisions Invalid	  	 	130	
	 8.18
	 	Guaranty	  	 	131	
	 8.19
	 	Subordination Provisions	  	 	131	
	 8.20
	 	Change in Control	  	 	131	
	 8.21
	 	Not Publicly Traded	  	 	131	
	 8.22
	 	Term Debt Defaults	  	 	131	
	 8.23
	 	Invalidity of any Subordination Agreement	  	 	131	
	 8.24
	 	3.25% Convertible Note Document Defaults	  	 	131	
		
	 ARTICLE IX. RIGHTS AND REMEDIES
	  	 	132	
			
	 9.01
	 	Rights and Remedies	  	 	132	
	 9.02
	 	Remedies Cumulative	  	 	133	


  
 -iv- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
		
	 ARTICLE X. WAIVERS; INDEMNIFICATION
	  	 	133	
			
	 10.01
	 	Demand; Protest; etc.	  	 	133	
	 10.02
	 	The Lender Group’s Liability for Collateral	  	 	133	
	 10.03
	 	Indemnification	  	 	133	
		
	 ARTICLE XI. NOTICES
	  	 	135	
		
	 ARTICLE XII. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE
PROVISION
	  	 	136	
		
	 ARTICLE XIII. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS
	  	 	138	
			
	 13.01
	 	Assignments and Participations	  	 	138	
	 13.02
	 	Successors	  	 	142	
		
	 ARTICLE XIV. AMENDMENTS; WAIVERS
	  	 	142	
			
	 14.01
	 	Amendments and Waivers	  	 	142	
	 14.02
	 	[Reserved]	  	 	144	
	 14.03
	 	No Waivers; Cumulative Remedies	  	 	144	
		
	 ARTICLE XV. AGENT; THE LENDER GROUP
	  	 	144	
			
	 15.01
	 	Appointment and Authorization of Agent	  	 	144	
	 15.02
	 	Delegation of Duties	  	 	145	
	 15.03
	 	Liability of Agent	  	 	145	
	 15.04
	 	Reliance by Agent	  	 	146	
	 15.05
	 	Notice of Default or Event of Default	  	 	146	
	 15.06
	 	Credit Decision	  	 	146	
	 15.07
	 	Costs and Expenses; Indemnification	  	 	147	
	 15.08
	 	Agent in Individual Capacity	  	 	148	
	 15.09
	 	Assignment by Agent; Resignation of Agent; Successor Agent	  	 	148	
	 15.10
	 	Lender in Individual Capacity	  	 	149	
	 15.11
	 	Collateral Matters	  	 	149	
	 15.12
	 	Restrictions on Actions by Lenders; Sharing of Payments	  	 	150	
	 15.13
	 	Agency for Perfection	  	 	151	
	 15.14
	 	Payments by Agent to the Lenders	  	 	151	
	 15.15
	 	Concerning the Collateral and Related Loan Documents	  	 	151	
	 15.16
	 	Several Obligations; No Liability	  	 	152	
	 15.17
	 	Right to Request and Act on Instructions	  	 	152	


  
 -v- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
		
	 ARTICLE XVI. WITHHOLDING TAXES
	  	 	152	
			
	 16.01
	 	Payments	  	 	152	
	 16.02
	 	Exemptions	  	 	153	
	 16.03
	 	Refunds	  	 	155	
		
	 ARTICLE XVII. GENERAL PROVISIONS
	  	 	155	
			
	 17.01
	 	Effectiveness	  	 	155	
	 17.02
	 	Article and Section Headings	  	 	156	
	 17.03
	 	Interpretation	  	 	156	
	 17.04
	 	Severability of Provisions	  	 	156	
	 17.05
	 	Debtor-Creditor Relationship	  	 	156	
	 17.06
	 	Counterparts; Electronic Execution	  	 	156	
	 17.07
	 	Revival and Reinstatement of Obligations; Certain Waivers	  	 	156	
	 17.08
	 	Confidentiality	  	 	157	
	 17.09
	 	Survival	  	 	158	
	 17.10
	 	Patriot Act	  	 	158	
	 17.11
	 	Integration	  	 	158	
	 17.12
	 	No Setoff	  	 	158	
	 17.13
	 	Intercreditor Agreement	  	 	159	


  
 -vi- 













 EXHIBITS AND SCHEDULES 
  

			
	Exhibit A-1	  	Form of Assignment and Acceptance
	Exhibit B-1	  	Form of Borrowing Base Certificate (Agent)
	Exhibit B-2	  	Form of Borrowing Base Certificate (Third Party Agent)
	Exhibit C-1	  	Form of Compliance Certificate
	Exhibit P-1	  	Form of Perfection Certificate
		
	Schedule A-1	  	Agent’s Account
	Schedule A-2	  	Authorized Person
	Schedule C-1	  	Commitments
	Schedule D-1	  	Designated Account
	Schedule E-1	  	Approved Account Debtor
	Schedule P-1	  	Existing Investments
	Schedule 3.04	  	Conditions Subsequent
	Schedule 4.01(d)	  	Existing Liens
	Schedule 4.01(f)	  	Existing Indebtedness
	Schedule 4.03	  	Litigation
	Schedule 4.06	  	Real Estate
	Schedule 4.07	  	Intellectual Property
	Schedule 4.15	  	Borrower’s Subsidiaries
	Schedule 4.17	  	Borrower’s Outstanding Shares of Stock, Options and Warrants
	Schedule 4.18	  	Material Contracts
	Schedule 4.20	  	Environmental
	Schedule 4.22	  	Labor Relations
	Schedule 4.23	  	Jurisdiction of Organization, Legal Name, Organizational Identification Number and Chief Executive Office
	Schedule 4.41	  	Stock of the Subsidiaries of the Loan Parties
	Schedule 4.45	  	Inventory Location
	Schedule 5.20	  	Other Loan Documents to be Form 8-K Exhibits
	Schedule 6.05	  	Contingent Obligations
	Schedule 6.07	  	Transactions with Affiliates


  
 -vii- 













 CREDIT AGREEMENT 

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of August 9, 2018, by and among the lenders
identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), DEERFIELD ELGX REVOLVER,
LLC, a Delaware limited liability company, as Agent for each member of the Lender Group, Endologix, Inc., a Delaware corporation (“Endologix”), each of its direct and indirect Subsidiaries set forth on the signature pages
hereto and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted
assigns, the “Borrowers”). 
 RECITALS 

Borrowers have requested that Lenders make available to Borrowers the financing facility described herein. Lenders are willing to extend such
credit to Borrowers under the terms and conditions set forth. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 
 ARTICLE I. 

DEFINITIONS AND CONSTRUCTION. 

1.01    Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

 “3.25% Convertible Note Documents” means Remaining Original 3.25% Convertible Notes and the 3.25% Senior Notes Indenture
and each other document, instrument or agreement from time to entered into in connection with the foregoing, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted Convertible Note
Refinancing, in each case, to the extent expressly permitted by the terms of this Agreement. 
 “3.25% Original Convertible
Notes” means (a) those certain 3.25% senior unsecured notes issued by Endologix (the “Original 3.25% Convertible Notes”), governed by the terms of a base indenture, as supplemented by the second supplemental indenture
relating to the 3.25% senior notes (together, the “3.25% Senior Notes Indenture”), between Endologix, as issuer, and Wells Fargo Bank, National Association, as trustee, each of which were entered into on November 2, 2015 and
(b) those certain Original 3.25% Convertible Notes which Notes have been (or will be on or prior to the Fourth Amendment Effective Date) exchanged for 5.00% Convertible Notes under the 5.00% Exchange Agreements. 

“3.25% Senior Notes Indenture” has the meaning provided therefor in the definition of “3.25% Original Convertible
Notes.” 

  
 1 













 “5.00% Convertible Notes” means, collectively, the 5.00% Senior Mandatory
Convertible Notes, the 5.00% Senior Voluntary Convertible Notes and the 5.00% Second Lien Convertible Notes. 
 “5.00% Convertible
Note Documents” means the 5.00% Convertible Notes, the 5.00% Senior Mandatory Convertible Notes Indenture, the 5.00% Senior Voluntary Convertible Notes Indenture, the 5.00% Second Lien Convertible Notes Indenture, the 5.00% Exchange
Agreements and each other document, instrument or agreement from time to entered into in connection with the foregoing, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted Convertible
Note Refinancing or otherwise, in each case, to the extent expressly permitted by the terms of this Agreement and, with respect to the 5.00% Second Lien Convertible Notes, the Second Lien Subordination and Intercreditor Agreement. 

“5.00% Exchange Agreements” means the 5.00% Exchange Agreement (Second Amendment) and the 5.00% Exchange Agreement (Fourth
Amendment). 
 “5.00% Exchange Agreement (Second Amendment)” means the Exchange Agreement entered into as of the Second
Amendment Date by and among Endologix and the noteholders party thereto, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted Convertible Note Refinancing or otherwise, in each case, to
the extent expressly permitted by the terms of this Agreement. 
 “5.00% Exchange Agreement (Fourth Amendment)” means the
Exchange Agreement entered into as of the Fourth Amendment Effective Date by and among Endologix and the noteholders party thereto, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted
Convertible Note Refinancing or otherwise, in each case, to the extent expressly permitted by the terms of this Agreement and subject to the Second Lien Subordination and Intercreditor Agreement. 

“5.00% Second Lien Convertible Notes” means those certain 5.00% voluntary convertible senior secured notes due 2024 that are
issued by Endologix in the form attached as Exhibit C to the February 2020 Exchange Agreement and Fourth Amendment (and that are governed by the terms of that certain 5.00% Second Lien Convertible Notes Indenture and are subject to the terms of
the Second Lien Subordination and Intercreditor Agreement), on the Fourth Amendment Effective Date in exchange for certain of the Remaining Original 3.25% Convertible Notes outstanding as of the Fourth Amendment Effective Date pursuant to the terms
of that certain 5.00% Exchange Agreement (Fourth Amendment). 
 “5.00% Second Lien Convertible Notes Indenture” means the
Indenture entered into as of the Fourth Amendment Effective Date between Endologix, as issuer, and Wilmington Trust, National Association, as trustee (including the exhibit, schedule and attachments thereto), in the form attached as Exhibit C to the
February 2020 Exchange Agreement and Fourth Amendment, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted Convertible Note Refinancing or otherwise, in each case, to the extent
expressly permitted by the terms of this Agreement and the Second Lien Subordination and Intercreditor Agreement 

  
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 “5.00% Senior Mandatory Convertible Notes” means those certain
senior unsecured 5.00% mandatory convertible senior notes due 2024 that are issued by Endologix in the form attached as Exhibit D to the Second Amendment (and that are governed by the terms of that certain 5.00% Senior Mandatory Senior Convertible
Notes Indenture) on the Second Amendment Effective Date in exchange for certain of the 3.25% Original Convertible Notes outstanding as of the Second Amendment Effective Date pursuant to the terms of that certain 5.00% Exchange Agreement (Second
Amendment). 
 “5.00% Senior Mandatory Convertible Notes Indenture” means the Indenture entered into as of the Second
Amendment Effective Date between Endologix, as issuer, and Wilmington Trust, National Association, as trustee (including the exhibit, schedule and attachments thereto), in the form attached as Exhibit D to the Second Amendment, as the same may be
amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted Convertible Note Refinancing or otherwise, in each case, to the extent expressly permitted by the terms of this Agreement 

“5.00% Senior Voluntary Convertible Notes” those certain unsecured 5.00% voluntary convertible senior notes due 2024
that are issued by Endologix in the form attached as Exhibit D to the Second Amendment (and that are governed by the terms of that certain 5.00% Senior Voluntary Senior Convertible Notes Indenture) on the Second Amendment Effective Date in
exchange for certain of the 3.25% Original Convertible Notes outstanding as of the Second Amendment Effective Date pursuant to the terms of that certain 5.00% Exchange Agreement (Second Amendment) 

“5.00% Senior Voluntary Convertible Notes Indenture” means the Indenture entered into as of the Second Amendment Effective
Date between Endologix, as issuer, and Wilmington Trust, National Association, as trustee (including the exhibit, schedule and attachments thereto), in the form attached as Exhibit D to the Second Amendment, as the same may be amended, restated,
refinanced, supplemented or otherwise modified in connection with a Permitted Convertible Note Refinancing or otherwise, in each case, to the extent expressly permitted by the terms of this Agreement. 

“10-K” means an annual report on Form 10-K
(or successor form thereto), as required to be filed pursuant to the Exchange Act. 

“10-Q” means a quarterly report on Form 10-Q
(or successor form thereto), as required to be filed pursuant to the Exchange Act. 
 “Account” means an account (as that
term is defined in the Code). 
 “Account Debtor” means any Person who is obligated on an Account, chattel paper, or a
general intangible. 
 “Acquisition” means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the Stock of any Person
or otherwise causing any Person to become a Subsidiary of any 

  
 3 













 
Borrower, (c) a merger or consolidation or any other combination with another Person or (d) the acquisition (including through licensing) of any Product or Intellectual Property of or
from another Person if the Acquisition Consideration paid in connection with such acquisition is in excess of $5,000,000 individually or in the aggregate with respect to all such acquisitions in any twelve (12) month period. 

“Acquisition Consideration” has the meaning specified therefor in the definition of “Permitted Acquisitions.” 

“Administrative Questionnaire” has the meaning specified therefor in Section 13.01(a). 

“Affected Lender” has the meaning specified therefor in Section 2.11(b). 

“Affiliate” means, with respect to any Person, (a) any Person that directly or indirectly controls such Person,
(b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than, with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in
substantially similar roles) and the spouses, parents, descendants and siblings of such officers, directors or other Persons. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the
power to vote five percent (5%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 “Agent” means Deerfield Revolver, in its capacity as administrative agent for itself and for the other members of the
Lender Group hereunder, as such capacity is established in, and subject to the provisions of, Article XV, and the successors and assigns of Deerfield Revolver in such capacity, and including, when the context may require, during any Third
Party Agent Retention Period, any Third Party Agent. 
 “Agent-Related Persons” means Agent (including, for the avoidance
of doubt, any Third Party Agent), together with its Affiliates, controlling persons and their respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing and their respective successors.

 “Agent’s Account” means the Deposit Account of Agent (or, during a Third Party Agent Retention Period, any Third
Party Agent) identified on Schedule A-1 (or such other Deposit Account of Agent (or, during a Third Party Agent Retention Period, such Third Party Agent) that has been designated as such, in writing, by
Agent (or, during a Third Party Agent Retention Period, such Third Party Agent) to Borrowers and the Lenders). 
 “Agent’s
Liens” means the Liens granted by Borrowers or their Subsidiaries to Agent (or any Third Party Agent) under the Loan Documents and securing the Obligations. 

“Agreement” means this Credit Agreement. 

“All-in Yield” means the interest rate (including margins and floors), original issue
discount and fees paid to all lenders (or consenting lenders) of such debt or their Affiliates (based 

  
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on the remaining life to maturity), but not including any fees not paid to all lenders (such as fees to initial purchasers (i.e., investment banks in Rule 144A offerings), underwriters or
lead agents). 
 “Announcing Form 8-K” has the meaning specified therefor in
Section 5.20. 
 “Anti-Corruption Laws” means any and all laws, rules, and regulations of any
jurisdiction applicable to any Loan Party or any Subsidiary of any Loan Party from time to time concerning or relating to bribery or corruption, including, without limitation, the FCPA, as amended, the UK Bribery Act 2010 and other similar
legislation in any other jurisdictions. 
 “Anti-Money Laundering Laws” means any and all laws, rules, and regulations in
effect from time to time related to terrorism or money laundering, including, without limitation, (i) all applicable requirements of the Currency and Foreign Transactions Reporting Act of 1970 (31 U.S.C. 5311 et. seq., (the Bank Secrecy Act)),
as amended by Title III of the USA Patriot Act, (ii) the Trading with the Enemy Act, (iii) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (66 Fed. Reg. 49079), and any other enabling legislation,
executive order or regulations issued pursuant or relating thereto and (iv) other applicable federal or state laws relating to “know your customer” or anti-money laundering rules and regulations. 

“Anti-Terrorism Laws” means any and all laws, regulations, rules, orders, etc. in effect from time to time relating to
anti-money laundering and terrorism, including, without limitation, Executive Order No. 13224 (effective September 24, 2001), Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and the USA Patriot Act (Pub. L. No. 107-56 (Oct. 12, 2001)). 

“Applicable Laws” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or
international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or
administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject. “Applicable Laws” includes Healthcare Laws and Environmental Laws. 

“Applicable Revolver Reduction Premium” has the meaning specified in Section 2.09(d)(iii). 

“Application Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full in cash
on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.03(b)(ii). 

“Approved Fund” means any (a) investment company, fund, trust, securitization vehicle or conduit that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit, or (b) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the
preceding clause 

  
 5 













 
(a) and that, with respect to each of the preceding clauses (a) and (b), is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (other
than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. 

“Assignee” has the meaning specified therefor in Section 13.01(a). 

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 or any other form agreed by the Agent. 
 “Authorizations” means, with respect to
any Person, any permits (including Regulatory Required Permits), approvals, authorizations, licenses, registrations, certificates, clearances, concessions, grants, franchises, variances or permissions from, and any other contractual obligations
with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, and any supplements or amendments
with respect to the foregoing. 
 “Authorized Person” means any one of the individuals identified on Schedule A-2, as such schedule is updated from time to time by written notice from Borrowers to Agent (and, during any Third Party Agent Retention Period, also to the Third Party Agent). 

“Authorized Officer” means the chief executive officer, the president or the chief financial officer of the Borrower
Representative or any other officer of the Borrower Representative having substantially the same authority and responsibility. 

“Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans
under Section 2.01 (after giving effect to the then outstanding Revolver Usage). 
 “Average
Availability” means, with respect to any period, the sum of the aggregate amount of Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such
period. 
 “Average Revolver Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage
for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period. 

“Bank of America Cash Collateral Account” means that certain deposit account #1453234066 of Endologix at Bank of America,
N.A. (or such replacement deposit account provided by Bank of America, N.A. or by another commercial bank) established and maintained for the sole purpose of providing cash collateral in favor of Bank of America, N.A. (or such replacement commercial
bank) for obligations of Endologix in respect of certain commercial credit cards (or with respect to a replacement commercial bank, similar commercial credit cards to those provided by Bank of America, N.A. as of the Closing Date) provided to
Endologix by Bank of America, N.A. (or such replacement commercial bank); provided that the aggregate amount on deposit in such deposit account (or such replacement deposit account) shall not at any time exceed $2,500,000. 

  
 6 













 “Bankruptcy Code” means title 11 of the United States Code, as in effect
from time to time. 
 “Blocked Account” has the meaning specified therefor in Section 2.12(a).

 “Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

 “Borrowers” has the meaning specified therefor in the preamble. 

“Borrower Representative” means Endologix, in its capacity as Borrower Representative pursuant to the provisions of
Section 2.13, or any successor Borrower Representative selected by Borrowers and approved by Agent. 

“Borrowing” means a borrowing consisting of Loans made on the same day by the Lenders (or Agent on behalf thereof), or by
Agent in the case of an Extraordinary Advance. 
 “Borrowing Base” means, as of any date of determination, an amount
equal to: 
 (a)    the lesser of: 

(i)    the Maximum Revolver Amount, and 

(ii)    an amount equal to: 

(A) an amount not to exceed 85% of the aggregate amount of Eligible Accounts as of such date; less 

(B) the amount, if any, of the Dilution Reserve; plus     

(C) the least of (1) the product of 50% multiplied by the value (calculated at the lower of cost or market based on the
Borrowers’ historical accounting practices) of Eligible Inventory as of such date, (2) the product of 85% multiplied by the Net Orderly Liquidation Value of Eligible Inventory (such determination may be made as to different categories of
Eligible Inventory based upon the Net Orderly Liquidation Value applicable to such categories) as of such date, (3) the Inventory Cap and (4) an amount equal to 40% of the Borrowing Base; plus 

(D) an amount not to exceed 50% of the Net Book Value of Eligible Equipment as of such date; 

less 

(b)    the aggregate amount of all Reserves in effect at such time; 

provided, that, the Borrowing Base will be automatically adjusted down, if necessary, such that (1) availability from Eligible
Foreign Accounts shall never exceed the lesser of (x) $5,000,000 and (y) 20% of the Borrowing Base and (2) availability from Eligible Equipment shall never exceed $2,000,000; and 

  
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 provided, further, that, as of any date of determination prior to the Trigger
Date, the Borrowing Base shall never exceed an amount equal to (i) 75% of the Borrowing Base plus (ii) Qualified Cash as of such date. 

“Borrowing Base Certificate” means each of the Borrowing Base Certificate (Agent) and Borrowing Base Certificate (Third Party
Agent), as the context may require. 
 “Borrowing Base Certificate (Agent)” means a certificate in the form of Exhibit B-1, which Borrowing Base Certificate (Agent) shall be delivered to Agent in accordance with the terms of this Agreement. 

“Borrowing Base Certificate (Third Party Agent)” means a certificate in the form of Exhibit
B-2, which Borrowing Base Certificate (Third Party Agent) shall be delivered to a Third Party Agent during a Third Party Agent Retention Period in accordance with the terms of this Agreement. 

“Business Day” means any day excluding Saturday, Sunday, and any day which is a legal holiday under the laws of the State of
New York or which is a day on which Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) is otherwise closed for transacting business with the public, except that, if a determination of a Business Day shall relate to
amounts accruing interest at the LIBOR Rate, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market. 

“Capital Expenditures” means, with respect to any Person for any period, the amount of all expenditures by such Person and
its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) expenditures made during such period in
connection with the replacement, substitution, or restoration of assets or properties, (b) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in
of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time, (c) expenditures made during such period
to consummate one or more Permitted Acquisitions, (d) expenditures made during such period to the extent made with the identifiable proceeds of an equity investment in Borrowers which equity investment is made substantially contemporaneously
with the making of the expenditure, and (e) expenditures during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding the Loan Parties and their Affiliates). 

“Capital Lease” means, with respect to any Person, any lease of or other arrangement conveying the right to use, any property
by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP. 

“Capital Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale
leaseback transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or 

  
 8 













 
other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP. 

“Capped Call” means the capped call transactions referenced in Schedule 6.05 in respect of the Remaining Original
3.25% Convertible Notes, the 5.00% Convertible Notes and any like transactions that are economically similar to such transactions entered into in connection with any Indebtedness contemplated under clause (j) of the definition of Permitted
Indebtedness. 
 “Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly,
unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United
States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public
instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial
paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States,
(d) any United States dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by any commercial bank that is (A) organized under the laws of the United States,
any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of
$250,000,000, (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in
the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that
the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed one year and (f) investments made in accordance with Endologix’ investment policy in effect as of the Closing Date that was
provided to the Agent’s counsel on March 14, 2017 at 12:15 p.m. New York time, and any amendments thereto that do not, when taken as a whole, materially increase the risk of the investments made by Endologix from time to time from
Endologix’ investment policy in effect as of the Closing Date. 
 “Cash Management Services” means any cash management
or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network,
automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other customary cash management arrangements. 

“Change in Law” means the occurrence after the Closing Date of: (a) the adoption or effectiveness of any law, rule,
regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law,
rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in the
Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer 

  
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Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital
adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a
“Change in Law,” regardless of the date enacted, adopted or issued. 
 “Change in Control” or “Change of
Control” means any of the following events: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have
entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting Stock of Endologix (or other securities convertible into such voting Stock) representing more than 50% of the combined
voting power of all voting Stock of Endologix; (b) Endologix shall have ceased to own, directly or indirectly, 100% of the Stock of any of its Subsidiaries (with the exception of any Subsidiaries permitted to be dissolved or merged to the
extent otherwise permitted by this Agreement and other than, solely with respect to Foreign Subsidiaries, directors qualifying shares as necessary to comply with foreign law); (c) the occurrence of a “Change of Control”, “Change in
Control”, “Fundamental Change” or terms of similar import under the 3.25% Convertible Note Documents, the 5.00% Convertible Note Documents, the Term Debt Documents or any Permitted Japan Lifeline Unsecured Debt Documents; or
(d) the occurrence of any “Major Transaction” (as defined in any Warrant). As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the SEC under the
Exchange Act; provided that no Change in Control shall be deemed to have occurred with respect to a “Permitted Successor Transaction” (as defined in the Term Credit Agreement as in effect on the Closing Date) which prohibits the
Term Lenders from delivering a “Put Notice” (as defined in the Term Credit Agreement as in effect on the Closing Date) under the Term Credit Agreement as in effect on the Closing Date. 

“Closing Date” means the date of this Agreement. 

“CMS” means the federal Centers for Medicare and Medicaid Services (formerly the federal Health Care Financing
Administration), and any successor Governmental Authority. 
 “Code” means the New York Uniform Commercial Code, as in
effect from time to time. 
 “Collateral” means all assets and interests in assets and proceeds thereof now owned or
hereafter acquired by Borrowers or any of their Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) or the Lenders under any of the Loan
Documents, including the “Collateral” (as defined in the Guaranty and Security Agreement). 
 “Collateral Access
Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in the Loan Parties’
or their Subsidiaries’ Collateral or books and records, in each case, in form and substance reasonably satisfactory to Agent and the Lenders. 

  
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 “Commitment” means, with respect to each Lender, its Revolver Commitment
and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the
Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of
Section 13.01. 
 “Commitment Fee” has the meaning specified therefor in
Section 2.09(e). 
 “Common Stock” means the “Common Stock” of Endologix, with a $0.001
par value per share. 
 “Compliance Certificate” means a certificate, duly executed by an Authorized Officer of the
Borrower Representative, appropriately completed and substantially in the form of Exhibit C-1 hereto. 

“Contingent Obligation” means, with respect to any Person, any direct or indirect liability of such Person: (a) with
respect to any Indebtedness of another Person (a “Third Party Obligation”) if the purpose or intent of such Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such Third Party
Obligation that such Third Party Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Third Party Obligation will be protected, in whole or in part, against loss with respect
thereto; (b) with respect to any undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for the reimbursement of any drawing; (c) under any Swap Contract, to the extent
not yet due and payable; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or
(e) for any obligations of another Person pursuant to any Guarantee or pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or
discharge of such obligation or to preserve the solvency, financial condition or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if
not a fixed and determinable amount, the maximum amount so Guaranteed or otherwise supported. 
 “Control Agreement” means
a control agreement, in form and substance reasonably satisfactory to Agent and the Lenders, executed and delivered by Borrowers or one of their Subsidiaries, Agent, Term Agent and the applicable securities intermediary (with respect to a Securities
Account) or bank (with respect to a Deposit Account). 
 “Convertible Note Documents” means, collectively, the 3.25%
Convertible Note Documents, the 5.00% Convertible Note Documents (which, for the avoidance of doubt, shall include the indenture and each other document, instrument or agreement from time to time entered into in connection with any Permitted
Convertible Note Refinancing, in each case, to the extent such indenture, documents, instruments or agreements are permitted pursuant to the terms of the definition of “Permitted Convertible Note Refinancing”). 

“Copyrights” has the meaning specified therefor in the Guaranty and Security Agreement. 

  
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 “Copyright Security Agreement” has the meaning specified therefor in the
Guaranty and Security Agreement. 
 “Correction” means the repair, modification, adjustment, relabeling, destruction, or
inspection (including patient monitoring) of a product or device without its physical removal from its point of use to some other location. 

“Cortland” means Cortland Capital Market Services LLC, a Delaware limited liability company, and its Affiliates and its and
their successors and assigns. 
 “DEA” means the Drug Enforcement Administration of the United States of America, any
comparable state or local Governmental Authority, any comparable Governmental Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing. 

“Deerfield Revolver” means Deerfield ELGX Revolver, LLC and its successors and assigns. 

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an
Event of Default. 
 “Deposit Account” means any deposit account (as that term is defined in the Code). 

“Depositary Bank” has the meaning specified therefor in Section 2.12(a). 

“Designated Account” means the Deposit Account of Borrower Representative identified on Schedule D-1 (or such other Deposit Account of Borrower Representative located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent (and, during any Third Party Agent Retention
Period, also to the Third Party Agent)). 
 “Designated Account Bank” has the meaning specified therefor in Schedule D-1 (or such other bank that is located within the United States that has been designated as such, in writing, by Borrowers to Agent (and, during any Third Party Agent Retention Period, also to the Third Party
Agent)). 
 “Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately
prior three (3) months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by
(b) Borrowers’ billings with respect to Accounts during such period. 
 “Dilution Reserve” means, as of any date
of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by one (1) percentage point for each percentage point by which Dilution is in excess of 5%. 

“Dispose” and “Disposition” mean (a) the sale, lease, license, transfer, assignment, conveyance or
other disposition of any assets or property (including any transfer or conveyance of any assets or property pursuant to a division or split of a limited liability company or other entity or Person into two or more limited liability companies or
other entities or Persons), and (b) the 

  
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sale or transfer by any Borrower or any Subsidiary of any Borrower of any Stock issued by any Subsidiary of any Borrower. 

“Disqualified Stock” means any Stock which, by its terms (or by the terms of any security or other Stock into which it is
convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Stock that does not constitute Disqualified Stock), pursuant to a sinking fund
obligation or otherwise, or is redeemable (in each case, other than solely for Stock that does not constitute Disqualified Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year and one day
following the Maturity Date (excluding any provisions requiring redemption upon a “change in control” or similar event, provided that such “change in control” or similar event results in the occurrence of the payment in full in
cash of all of the Obligations (other than unasserted contingent indemnification obligations) and the termination of all of the Commitments, (b) is convertible into or exchangeable for (i) debt securities or (ii) any Stock referred to
in (a) above, in each case, at any time on or prior to the date that is one year and one day following the Maturity Date at the time such Stock was issued, or (c) is entitled to receive scheduled dividends or distributions in cash prior to
the date that is one year and one day following the Maturity Date. 
 “Dollars” or “$” means United States
dollars. 
 “Domestic Subsidiary” means, with respect to any Person, a Subsidiary of such Person, which is organized,
incorporated or otherwise formed under the laws of the United States or any state thereof or the District of Columbia. 
 “Drug
Application” means a new drug application, an abbreviated drug application, or a product license application for any Product, as appropriate, as those terms are defined in the FDCA. 

“DTC” has the meaning specified therefor in Section 4.31. 

“EBITDA” means, for any period, Borrowers and their Subsidiaries’ net income, plus (to the extent deducted from net
income in the determination thereof) interest expense, taxes, depreciation and amortization for such period, all calculated on a consolidated basis in accordance with GAAP, consistently applied and determined as of and at the end of such period. For
purposes of this Agreement, EBITDA for any period shall be determined by disregarding any extraordinary, unusual or non-recurring items of income during such period. 

“Eligible Accounts” means Eligible Domestic Accounts and Eligible Foreign Accounts. 

“Eligible Domestic Accounts” means those Accounts created by a Borrower in the ordinary course of its business, that arise
out of its sale of goods or rendition of services in the United States that have been acknowledged as accepted by the applicable Account Debtor, that comply with each of the representations and warranties respecting Eligible Domestic Accounts made
in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s (including, during any
Third Party Agent Retention Period, the Third Party Agent’s) Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent (or, during any Third Party Agent Retention Period, the Third Party Agent)
from time to 

  
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time after the Closing Date. In determining the amount to be included, Eligible Domestic Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits,
allowances, and rebates. Subject to the proviso to the first sentence of this definition, Eligible Domestic Accounts shall not include the following: 

(a)    Accounts that the Account Debtor has failed to pay within 90 days of original invoice date, Accounts that are more
than 60 days past due or have a credit balance that is more than 60 days past due, or Accounts with selling terms of more than 60 days (or, with respect to Twins & Martin, 120 days), 

(b)    Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account
Debtor (or its Affiliates) are deemed ineligible under clause (a) above, 
 (c)    Accounts with respect to which
the Account Debtor is an Affiliate of a Loan Party or an employee or agent of a Loan Party or any Affiliate of a Loan Party, 

(d)    Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed
sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional, 

(e)    Accounts that are not payable in Dollars, 

(f)    Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in
the United States or (ii) is not organized under the laws of the United States or any state thereof, 

(g)    Accounts of a Loan Party with respect to which the Account Debtor is either (i) the United States or any
department, agency, or instrumentality of the United States (exclusive, however, of (x) Accounts with respect to which such Loan Party has complied, to the reasonable satisfaction of Agent (or, at the sole option of Agent during any Third Party
Agent Retention Period, the Third Party Agent), with the Assignment of Claims Act, 31 USC §3727 and (y) up to $1,000,000, in the aggregate, of Accounts where the Account Debtor is satisfactory to Agent (including, during any Third Party
Agent Retention Period, the Third Party Agent) in its Permitted Discretion), or (ii) any state of the United States, 

(h)    Accounts with respect to which the Account Debtor is a creditor of a Loan Party, has or has asserted a right of
recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, but only to the extent of such claim, right of recoupment or setoff, or dispute, 

(i)    Accounts with respect to an Account Debtor whose total obligations owing to the Loan Parties exceed 20% of all
Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall
be determined by Agent (or, at the sole option of Agent during any Third Party Agent Retention Period, the Third 

  
 14 













 
Party Agent) based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit, 

(j)    Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone
out of business, or as to which a Loan Party has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, 

(k)    Accounts, the collection of which, Agent (including, during any Third Party Agent Retention Period, the Third Party
Agent), in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s financial condition, 

(l)    Accounts that are not subject to a valid and perfected first priority Agent’s Lien, 

(m)    Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to
the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor, 

(n)    Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity, 

(o)    Accounts with respect to which the Account Debtor is an individual, 

(p)    Accounts that represent the right to receive progress payments or other advance billings that are due prior to the
completion of performance by a Loan Party of the subject contract for goods or services, or 
 (q)    Accounts where the
Account or the applicable Account Debtor fails to meet such other specifications and requirements which may be from time to time established by Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) in its Permitted
Discretion. 
 “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) a Related Fund, and
(d) any other Person (other than a natural person) approved by Agent; provided, however, that solely with respect to clause (d) above, no such Person shall include (i) Borrowers or any of Borrowers’
Affiliates or (ii) unless an Event of Default has occurred and is continuing, (A) any direct competitor of the Loan Parties, in each case, as determined by Agent in its reasonable discretion, (B) any investor or fund that has publicly
announced in writing its intention to obtain control of Endologix publicly or otherwise to the knowledge of the assigning Lender, or (D) any Person listed in the email delivered by prior counsel to Endologix to counsel to the Agent on
March 16, 2017 at 5:00 p.m. (Pacific time) and any Affiliates or Approved Funds of any such Person actually known to the assigning Lender and to the Agent to be Affiliates or Approved Funds of any such Person. 

“Eligible Foreign Accounts” means those Accounts created by a Borrower in the Ordinary Course of Business, have been
acknowledged as accepted by the applicable Account Debtor, that comply with each of the representations and warranties respecting Eligible Foreign Accounts made 

  
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in the Loan Documents, and with respect to which the applicable Account Debtor does not have its principal place of business in the United States (but is not located in an OFAC sanctioned
country), and in each case that are: (i) supported by an irrevocable letter of credit reasonably satisfactory to Agent and the Lenders (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is
directly drawable by Agent, (ii) covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent and the Lenders or (iii) generated by an Account Debtor with its principal place of business
in a jurisdiction approved by Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) on a case-by-case basis in its Permitted
Discretion; provided, that it is understood that the Account Debtors set forth on Schedule E-1 are in approved jurisdictions as of the date hereof. In addition, Eligible Foreign Accounts
shall only include Accounts that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s (including, during any
Third Party Agent Retention Period, the Third Party Agent’s) Permitted Discretion to address the results of any field examination performed by (or on behalf of) Agent (or, during any Third Party Agent Retention Period, the Third Party Agent)
from time to time after the Closing Date. In determining the amount to be included, Eligible Foreign Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, and rebates. Subject to the proviso to
the second sentence of this definition, Eligible Foreign Accounts shall not include the following: 
 (a)    Accounts
that the Account Debtor has failed to pay within 90 days of original invoice date, Accounts that are more than 60 days past due or have a credit balance that is more than 60 days past due, or Accounts with selling terms of more than 60 days, 

(b)    Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account
Debtor (or its Affiliates) are deemed ineligible under clause (a) above, 
 (c)    Accounts with respect to which
the Account Debtor is an Affiliate of a Loan Party or an employee or agent of a Loan Party or any Affiliate of a Loan Party, 

(d)    Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed
sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional, 

(e)    Accounts that are not payable in US Dollars, 

(f)    Accounts with respect to which the Account Debtor is the government of any foreign country or sovereign state, or
of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, 

(g)    Accounts of a Loan Party with respect to which the Account Debtor is either (i) the United States or any
department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which such Loan Party has complied, to the reasonable satisfaction of Agent (or, at the sole option of Agent during any Third Party Agent
Retention 

  
 16 













 
Period, the Third Party Agent), with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States, 

(h)    Accounts with respect to which the Account Debtor is a creditor of a Loan Party, has or has asserted a right of
recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, but only to the extent of such claim, right of recoupment or setoff, or dispute, 

(i)    Accounts with respect to an Account Debtor whose total obligations owing to the Loan Parties exceed 20% of all
Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall
be determined by Agent (or, at the sole option of Agent during any Third Party Agent Retention Period, the Third Party Agent) based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing
concentration limit, 
 (j)    Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding,
is not Solvent, has gone out of business, or as to which a Loan Party has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, 

(k)    Accounts, the collection of which, Agent (including, during any Third Party Agent Retention Period, the Third Party
Agent), in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s financial condition, 

(l)    Accounts that are not subject to a valid and perfected first priority Agent’s Lien, 

(m)    Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to
the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor, 

(n)    Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity, 

(o)    Accounts with respect to which the Account Debtor is an individual, 

(p)    Accounts that represent the right to receive progress payments or other advance billings that are due prior to the
completion of performance by a Loan Party of the subject contract for goods or services, or 
 (q)    Accounts where the
Account or the applicable Account Debtor fails to meet such other specifications and requirements which may be from time to time established by Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) in its Permitted
Discretion. 
 “Eligible Equipment” means, subject to the criteria below, all Equipment that is: (a) owned by a
Borrower (and for which a Borrower has good and lawful title thereto) free and clear of all Liens other than Liens in favor of Agent securing the Obligations, (b) installed in a facility in the 


  
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United States (i) owned by a Borrower or (ii) leased by a Loan Party and subject to a landlord’s agreement in favor of Agent that is in form and substance reasonably satisfactory
to Agent and the Lenders, (c) in good working order and operating condition (ordinary wear and tear excepted), (d) not obsolete, outdated or surplus Equipment, (e) subject to a first priority Lien in favor of Agent (for the benefit of
itself and the Lenders), (f) not “fixtures” under the Applicable Laws of the jurisdiction in which such Equipment is located, (g) subject to liability and property and casualty insurance with insurers reasonable acceptable to
Agent and the Lenders and in an amount reasonably acceptable to Agent and the Lenders naming Agent as an additional insured and lender’s loss payee on such insurance policies with evidence reflecting such that is reasonably satisfactory to
Agent and the Lenders, and (h) not determined by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) in its Permitted Discretion to be unacceptable due to age, type, category, quality or quantity and/or for any
other reason whatsoever. In addition, Agent (and, during any Third Party Agent Retention Period, the Third Party Agent) reserves the right, at any time and from time to time after the Closing Date (including on the basis of any appraisal conducted
after the Closing Date), to adjust any of the applicable criteria, to establish new criteria and to adjust advance rates with respect to Eligible Equipment in its reasonable and good faith credit judgment and discretion, subject to the approval of
Required Lenders in the case of adjustments or new criteria or changes in advance rates which have the effect of making more credit available. 

“Eligible Inventory” means Inventory of a Loan Party, that complies with each of the representations and warranties
respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in
Agent’s (including, during any Third Party Agent Retention Period, the Third Party Agent’s) Permitted Discretion to address the results of any field examination or appraisal performed by (or on behalf of) Agent (or, during any Third Party
Agent Retention Period, the Third Party Agent) from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowers’ historical
accounting practices. Subject to the proviso to the first sentence of this definition, an item of Inventory shall not be included in Eligible Inventory if: 

(a)    such Loan Party does not have good, valid, and marketable title thereto, 

(b)    such Loan Party does not have actual and exclusive possession thereof (either directly or through a bailee or agent
of such Loan Party), 
 (c)    it is not located at one of the locations in the continental United States set forth on
Schedule 4.45 or is Trunk Inventory, 
 (d)    it is in-transit, 

(e)    it is located on Real Property leased by such Loan Party or in a contract warehouse, in each case, unless it is
subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises, or Agent (or, during any
Third Party Agent 

  
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Retention Period, the Third Party Agent) has established a Landlord Reserve with respect to such location, 

(f)    it is not held for sale in the Borrowers’ Ordinary Course of Business (unless it consists of first quality raw
materials) or is not of good and merchantable quality, or it has not been approved for sale by the Borrowers, or it is quarantined from Borrowers’ general Inventory population or is rejected by Borrowers’ Material Review Board, 

(g)    it is not subject to a valid and perfected first priority Agent’s Lien, 

(h)    it consists of goods returned or rejected by such Loan Party’s customers or is subject to a Recall, 

(i)    it consists of goods that are obsolete or slow moving, restrictive or custom items, display or demo items,
discontinued items, work-in-process, items used in research and development, or goods that constitute spare parts, packaging and shipping materials, supplies used or
consumed in such Loan Party’s business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment, or Inventory on consignment with third parties, 

(j)    such Inventory is not covered by casualty insurance reasonably acceptable to Agent and the Lenders, 

(k)    it consists of goods that can be transported or sold only with licenses that are not readily available or of any
substances defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic substance, or similar term, by any environmental law or any Governmental Authority applicable to Borrowers or their business, operations or
assets, 
 (l)    it does not meet all standards imposed by any Governmental Authority in all material respects,
including with respect to its production, acquisition, sale or importation (as the case may be, 
 (m)    it has expired
or is obsolete, 
 (n)    such Inventory is located at the Santa Rosa location and a reserve has been established on the
books of the Borrowers against such Inventory in accordance with Endologix’s standards in place regarding aged Inventory, 

(o)    it is held for rental or lease by or on behalf of Borrowers, 

(p)    it is subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such
Inventory can be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights, or 

(q)    it fails to meet such other specifications and requirements which may from time to time be established by Agent
(including, during any Third Party Agent Retention Period, the Third Party Agent) in its Permitted Discretion. Notwithstanding the foregoing, the valuation of Inventory shall be subject to any legal limitations on sale and transfer of such
Inventory. 

  
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 “Employee” means any employee of any Loan Party or any Subsidiary of any
Loan Party. 
 “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3)
of ERISA, under which (A) any current or former employee, director or independent contractor of any Borrower or any of its Subsidiaries has any present or future right to benefits or compensation and which is contributed to, sponsored by or
maintained by any Borrower or any of its Subsidiaries or (B) any Borrower or any of its Subsidiaries has had or has or could reasonably be expected, individually or in the aggregate, to have any present or future obligation or liability. 

“Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation,
investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of or liability under Environmental Laws or releases of Hazardous
Materials, including, without limitation, (a) from any assets, properties, or businesses of any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from
or onto any facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of any Borrower, or any of their predecessors in interest. 

“Environmental Laws” means all Applicable Laws, Authorizations and permits imposing liability or standards of conduct for or
relating to the regulation and protection of human health, safety, the workplace, the environment and natural resources, and including public notification requirements and environmental transfer of ownership, notification or approval statutes. 

“Environmental Liabilities” means all Liabilities (including costs of removal and remedial actions, natural resource damages
and costs and expenses of investigation and feasibility studies, including the cost of environmental consultants and attorneys’ costs) that may be imposed on, incurred by or asserted against any Loan Party or any Subsidiary of any Loan Party as
a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising
under any Environmental Law resulting from the ownership, lease, sublease or other operation or occupation of property by any Loan Party or any Subsidiary of any Loan Party, whether on, prior or after the date hereof. 

“Environmental Permits” has the meaning specified therefor in Section 4.20(a). 

“Equipment” means all “equipment,” as such term is defined in the UCC, now owned or hereafter acquired by any Loan
Party, wherever located. 
 “Equity Financing Documents” has the meaning provided therefor in the Second Amendment. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and applicable published guidance thereunder.

 “ERISA Affiliate” means collectively any Borrower, any Subsidiary of any Borrower and any Person under common control or
treated as a single employer with, any Borrower or any 

  
 20 













 
Subsidiary of any Borrower within the meaning of IRC Section 414 (b), (c), (m) or (o) or under ERISA. 

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) or (c) of ERISA
(other than an event for which the 30-day notice period is waived) with respect to a Title IV Plan; (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA
during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan; (d) with respect to any Multiemployer
Plan, the filing of a notice of insolvency or termination, or treatment of a plan amendment as termination, under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV Plan, or treatment of a plan amendment
as termination, under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any Title IV Plan or Multiemployer
Plan when due; (h) the imposition of a Lien under Section 412 or 430(k) of the IRC or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate; (i) the failure of an
Employee Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the IRC or other Applicable Law to qualify thereunder; (j) a Title IV plan is in “at risk” status within the
meaning of IRC Section 430(i); (k) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the IRC; and (l) any other event or condition that constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any Liability upon any ERISA Affiliate under Title IV of ERISA other than for
contributions to Title IV Plans and Multiemployer Plans in the ordinary course and PBGC premiums due but not delinquent 
 “Event of
Default” has the meaning specified therefor in Article VIII. 
 “Excess Availability” means, as of any date
of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrowers and their Subsidiaries aged in excess of thirty (30) days with respect thereto and all book overdrafts of Borrowers and
their Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) in its Permitted Discretion. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated
thereunder. 
 “Excluded Accounts” has the meaning specified therefor in Section 5.08. 

“Excluded Domestic Holdco” means a wholly-owned Domestic Subsidiary of a Borrower substantially all of the assets of which
consist of Stock of Excluded Foreign Subsidiaries held directly or indirectly by such Subsidiary and which does not engage in any business, operations or activity other than that of a holding company, excluding for purposes of such determination,
Indebtedness of such Excluded Foreign Subsidiaries. 

  
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 “Excluded Foreign Subsidiary” means any Foreign Subsidiary which is a
controlled foreign corporation (as defined in the IRC) that has not guaranteed or pledged any of its assets to secure, or with respect to which there shall not have been pledged two-thirds or more of the
voting Stock to secure, any Indebtedness (other than the Obligations) of a Loan Party. 
 “Excluded Property” means,
collectively: 
 (a)     voting shares of any (A) Excluded Foreign Subsidiary of Endologix or (B) Excluded
Domestic Holdco, in each case, in excess of 65% of all of the issued and outstanding voting shares of capital stock of such subsidiary; 

(b)     any lease, license, contract, property right or agreement as to which, if and to the extent that, and only for so
long as, the grant of a security interest therein shall (1) constitute or result in a breach, termination or default under any such lease, license, contract, property right or agreement or render it unenforceable, (2) be prohibited by any
applicable law or (3) require the consent of any third party (in each case of clauses (1), (2) and (3), other than to the extent that any such breach, termination, default, prohibition or requirement for consent would be rendered ineffective
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction
or any other applicable Law), provided that such security interest shall attach immediately to each portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified above; 

(c)    any “intent to use” trademark applications for which a statement of use has not been filed (but only
until such statement is filed); 
 (d)     motor vehicles and other assets, in each instance, in which perfection of a
security requires notation on certificates of title with a value, individually, of less than $250,000; 
 (e)
    without in any way limiting clause (a) above, equity interests in any Person (other than wholly owned Subsidiaries) to the extent not permitted by the terms of such Person’s organizational or joint venture documents
(so long as such joint venture was not entered into (or such Subsidiary was not formed) in contravention of the terms of the Loan Documents and such prohibition did not arise in anticipation of the restrictions under the Loan Documents); 

(f)     any assets financed by purchase money Indebtedness or Capital Leases, to the extent such purchase money
Indebtedness or Capital Lease is permitted hereunder, if the documentation governing such purchase money Indebtedness or Capital Leases securing such purchase money Indebtedness or Capital Leases prohibits the creation of a security interest or lien
thereon or requires the consent of any Person as a condition to the creation of any other security interest or lien on such property or if such contract or other agreement would be breached or give any party the right to terminate it as a result of
creation of such security interest or lien; 
 (g)     those assets as to which Agent determines (in its sole
discretion) that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lender Group of the security to be afforded thereby; and 

(h)     the Bank of America Cash Collateral Account; 

  
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 provided, however, notwithstanding anything to the contrary herein or under
the other Loan Documents, “Excluded Property” shall not include (i) any proceeds, products, substitutions, receivables or replacements of Excluded Property (unless such proceeds, products, substitutions, receivables or replacements
would otherwise constitute Excluded Property), or (ii) any assets or property provided as security or collateral for the Term Debt or for which a Lien has been granted in favor of Term Agent, any Term Lender or any other Person party to the
Term Debt Documents. 
 “Excluded Subsidiary” means (a) any Excluded Domestic Holdco and (b) any Excluded Foreign
Subsidiary. 
 “Excluded Taxes” means (i) any Tax imposed on or measured by the net income (however denominated) of
any Recipient (including any branch profits Taxes and franchise Taxes), in each case (A) imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Recipient is organized or the jurisdiction (or by
any political subdivision or taxing authority thereof) in which such Recipient’s principal office is located or, in the case of any Lender or Participant, the jurisdiction (or by any political subdivision or taxing authority thereof) in which
such Lender’s or such Participant’s applicable lending office is located, or (B) imposed as a result of a present or former connection between such Recipient and the jurisdiction (or any political subdivision or taxing authority
thereof) imposing such Tax (other than any such connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payment under, received or perfected a security interest under, engaged
in any other transaction pursuant to, or enforced its rights or remedies hereunder or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document); (ii) Taxes resulting from a Recipient’s failure to comply with the
requirements of Section 16.02, (iii) any United States federal withholding Taxes imposed on amounts payable to or for the account of a Foreign Lender based upon the applicable withholding rate pursuant to the law in effect
at the time such Foreign Lender acquires its interest in the Loan or Commitment (or designates a new lending office), except to the extent such Foreign Lender (or its assignor, if any) was previously entitled to receive amounts pursuant to
Section 16.01, if any, with respect to such withholding Tax at the time such Foreign Lender changed its lending office (or became a party hereto), and (iv) any withholding Taxes imposed under FATCA on amounts payable
to or for the account of such Recipient. 
 “Extraordinary Advances” has the meaning specified therefor in
Section 2.02(c)(iii). 
 “FATCA” means Sections 1471 through 1474 of the IRC, as of the Closing
Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and (a) any current or future regulations or official interpretations thereof (b) any agreements entered into
pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement
entered into in connection therewith). 
 “FCPA” means the U.S. Foreign Corrupt Practices Act of 1977. 

“FDA” means the Food and Drug Administration of the United States of America, any comparable state or local Governmental
Authority, any comparable Governmental Authority in any non- United States jurisdiction, and any successor agency of any of the foregoing. 

  
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 “FDCA” means the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C.
Section 301 et seq., and all regulations promulgated thereunder. 
 “February 2020 Exchange Agreement and Fourth
Amendment” means that certain February 2020 Exchange Agreement and Fourth Amendment to Amended and Restated Facility Agreement and Amendment to First Out Waterfall Notes and Warrants, dated as of February 24, 2020, by and among
Endologix, the Term Agent, the other Term Lenders, and the other “loan parties” party thereto. 
 “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System or any entity succeeding to any of its principal functions. 

“First Period” has the meaning specified in Section 2.09(d)(ii). 

“Fixed Charge Coverage Ratio” means, as of any date of determination and with respect to Borrowers determined on a
consolidated basis in accordance with GAAP, the ratio of (a) for the applicable Measurement Period ending on such date, EBITDA minus Capital Expenditures (other than Capital Expenditures financed with Indebtedness (other than Revolving Loans))
made or incurred during such Measurement Period or the proceeds of Stock, to (b) Fixed Charges for such Measurement Period. 

“Fixed Charges” means, with respect to any fiscal period and with respect to Borrowers determined on a consolidated basis in
accordance with GAAP, the sum, without duplication, of (a) Interest Expense accrued (other than interest paid-in-kind, amortization of financing fees, and other non-cash Interest Expense) during such period, (b) principal payments in respect of Indebtedness that are required to be paid during such period, (c) all federal, state, and local income taxes accrued
during such period, and (d) all Restricted Payments paid (whether in cash or other property, other than common Stock) during such period. 

“Flexential Data Center Location” has the meaning specified in Section 5.23. 

“Foreign Benefit Plan” means any employee benefit plan that is subject to the laws of a jurisdiction outside the United
States, including those mandated by a government other than that of the United States of America. 
 “Foreign Lender” means
any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30). 
 “Foreign
Subsidiary” means, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not a Domestic Subsidiary. 

“Fourth Amendment Effective Date” means February 24, 2020, as set forth in the February 2020 Exchange Agreement and
Fourth Amendment. 
 “Funding Date” means the date on which a Borrowing occurs. 

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently
applied, subject to the provisions of Section 1.02 . 

  
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 “Global Excess Liquidity” means, as of any date of determination by Agent
(or, during any Third Party Agent Retention Period, the Third Party Agent), the sum of (a) without duplication of clause (b) of this definition, Qualified Cash; provided that, for the avoidance of doubt, no cash or Cash Equivalents
maintained in any Excluded Accounts shall be included in this clause (a), plus (b) without duplication of clause (a) of this definition, unrestricted cash and Cash Equivalents of Loan Parties that is in Excluded Accounts maintained by a
branch office of the bank or securities intermediary located outside the United States in an aggregate amount not to exceed the lesser of (i) $10,000,000 and (ii) 20% of clause (a) of this definition, plus (c)(i) without duplication of any
cash or Cash Equivalents from any Borrowing or Loan made hereunder or under the other Loan Documents that would count towards either of clause (a) or clause (b) of this definition and (ii) solely to the extent the applicable
conditions in Article III (and any additional conditions to Borrowing or the making of Loans hereunder or under the Loan Documents that may be added or included from time to time after the Closing Date) have been satisfied
(or would be satisfied if a Borrowing or a Loan would have been made hereunder or under the other Loan Documents) as of such date of determination (after giving effect to any such Borrowing or Loan hereunder or thereunder and any Revolver Usage as
of such date), the amount of Availability. 
 “Good Manufacturing Practices” means current good manufacturing practices, as
set forth in 21 C.F.R. Parts 210, 211, 820 and any comparable foreign requirements. 
 “Governmental Authority” means any
nation, sovereign, government, quasi-governmental agency, governmental department, ministry, cabinet, commission, board, bureau, agency, court, tribunal, regulatory authority, instrumentality, judicial, legislative, fiscal or administrative or
public body or entity, whether domestic or foreign, federal, state, local or other political subdivision thereof, having jurisdiction over the matter or matters and Person or Persons in question or having the authority to exercise executive,
legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, securities exchange, regulatory body, arbitrator, public sector entity, supra-national entity and any self-regulatory
organization. 
 “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the
Ordinary Course of Business. The term “Guarantee” used as a verb has a corresponding meaning. 
 “Guarantor”
means (a) each Subsidiary of Borrowers (other than any Excluded Subsidiary), and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.09. 

  
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 “Guaranty and Security Agreement” means the Guaranty and Security
Agreement, dated as of the Closing Date, in form and substance reasonably satisfactory to Agent and the Lenders, executed and delivered by Borrowers and each of the Guarantors to Agent, as amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms thereof. 
 “Hazardous Materials” means any substance, material or waste that is
classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos,
polychlorinated biphenyls and radioactive substances. 
 “Healthcare Laws” means all Applicable Laws relating to the
procurement, development, provision, clinical and non-clinical evaluation or investigation, product approval or clearance, manufacture, production, analysis, distribution, dispensing, importation, exportation,
use, handling, quality, reimbursement, sale, labeling, advertising, promotion, or post-market requirements of any drug, medical device, clinical laboratory service, food, dietary supplement or other product (including, without limitation, any
ingredient or component of, or accessory to, the foregoing products) subject to regulation under the FDCA or otherwise regulated by the FDA, or subject to regulation under the Clinical Laboratory Improvement Amendments of 1988 (42 U.S.C. §263a
et seq) and its implementing regulations (42 C.F.R. Part 493) and similar state or foreign laws, controlled substances laws, pharmacy laws, consumer product safety laws, Medicare, Medicaid, and all laws, policies, procedures, requirements and
regulations pursuant to which Regulatory Required Permits are issued, in each case, as the same may be amended from time to time. 

“Immaterial Subsidiaries” shall mean, as of any date of determination, any Subsidiary of Endologix that is not a Loan Party
that, when measured as of the most recent fiscal quarter end or fiscal year end for which Endologix has filed its 10-K or 10-Q, when taken together with all other
Immaterial Subsidiaries as of such date, (i) did not have assets with a value in excess of 5.0% of the total property and assets of the Loan Parties and their Subsidiaries on a consolidated basis set forth in the balance sheet included in such 10-K or 10-Q in accordance with GAAP and on a pro forma basis and (ii) did not have revenues representing in excess of 5.0% of total revenues of the Loan Parties and
their Subsidiaries on a consolidated basis. 
 “Indebtedness” means the following with respect to any Person: 

(a)     all indebtedness for borrowed money of such Person; 

(b)     the deferred purchase price of assets or services (other than trade payables entered into in the Ordinary Course
of Business and which are not more than 120 days past due and other than items covered by clause (xiv) of this definition) of such Person, which in accordance with GAAP should be shown to be a liability on the balance sheet; 

(c)     all guarantees of Indebtedness by such Person; 

(d)     the face amount of all letters of credit issued or acceptance facilities established for the account of such
Person (or for which such Person is liable), including without duplication, all drafts drawn thereunder; 

  
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 (e)     all Capital Lease Obligations of such Person; 

(f)     all indebtedness (including indebtedness of other types covered by the other clauses of this definition) of such
Person or another Person secured by any Lien on any assets or property of such Person, whether or not such indebtedness has been assumed or is recourse (with the amount thereof, in the case of any such indebtedness that has not been assumed by such
Person, being measured as the lower of (y) fair market value of such property and (z) the amount of the indebtedness secured); 

(g)     all indebtedness created or arising under any conditional sale or title retention agreement, or incurred as
financing, in either case with respect to assets or property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such assets or
property); 
 (h)     all obligations of such Persons evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; 
 (i)
    all obligations of such Person, whether or not contingent, in respect of Disqualified Stock, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary
liquidation preference of such Stock plus accrued and unpaid dividends; 
 (j)     all direct or indirect liability,
contingent or otherwise, of such Person with respect to any other Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against
loss with respect thereto; 
 (k)     all direct or indirect liability, contingent or otherwise, of such Person under
Swap Contracts; 
 (l)     all direct or indirect liability, contingent or otherwise, of such Person to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; 

(m)     all direct or indirect liability, contingent or otherwise, of such Person for the obligations of another Person
through any agreement to purchase, repurchase or otherwise acquire such obligation or any assets or property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial
condition or any balance sheet item or level of income of another Person; 
 (n)     earn-outs, all purchase price
adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations (or continuing obligations of any nature of such Person arising out of purchase and sale contracts) (including in connection with Permitted


  
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Acquisitions), but only to the extent the same (x) have become due and payable and are recorded as a liability on the balance sheet of such Person and (y) are payable in cash; 

(o)     all off-balance sheet liabilities of such Person; or 

(p)     all obligations arising under non-compete agreements, bonus, deferred
compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business (it being understood that obligations to make cash payments for incentive compensation for officers of Endologix made in lieu
of equity awards shall be deemed to have arisen in the Ordinary Course of Business to the extent (and only to the extent) that (A) none of such obligations or cash payments are in excess of 15% greater than the fair market value of the equity
awards they are in lieu of and (B) either (1) at any time prior to the consummation of the Initial Note Exchange in accordance with the February 2020 Exchange Agreement and Fourth Amendment following the satisfaction of the Initial Note
Exchange Condition, such obligations of the Borrowers do not exceed $5,000,000 in the aggregate at any one time (or $0 in the aggregate at any time after December 31, 2021), with a maximum aggregate amount allowed to be paid or distributed
thereon of (w) $0 in all calendar years prior to the 2019 calendar year, (x) $2,500,000 in the 2020 calendar year, (y) $2,500,000 in the 2021 calendar year and (z) $0 in all calendar years after the 2021 calendar year) or (2) at any time on and
after (and only on and after) the consummation of the Initial Note Exchange in accordance with the February 2020 Exchange Agreement and Fourth Amendment following the satisfaction of the Initial Note Exchange Condition, such obligations of the
Borrowers do not exceed $13,000,000 in the aggregate at any one time (or $0 in the aggregate at any time after December 31, 2023), with a maximum aggregate amount allowed to be paid or distributed thereon of (w) $2,500,000 in the 2020 calendar
year, (x) $5,100,000 in the 2021 calendar year, (y) $2,700,000 in the 2022 calendar year and (z) $2,700,000 in the 2023 calendar year). 

“Indemnified Liabilities” has the meaning specified therefor in Section 10.03. 

“Indemnified Person” has the meaning specified therefor in Section 10.03. 

“Indemnified Taxes” means, any Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on
account of any obligation of Borrowers under any Loan Document. 
 “Initial Note Exchange” has the meaning set forth in the
February 2020 Exchange Agreement and Fourth Amendment. 
 “Initial Note Exchange Condition” has the meaning set forth in
the February 2020 Exchange Agreement and Fourth Amendment. 
 “Insolvency Proceeding” means any proceeding commenced by or
against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangement, or other similar relief. 

  
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 “Intellectual Property” means all Intellectual Property Licenses and all
Copyrights, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any Patents, patents, patent applications and like protections,
including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, Trademarks, trademarks, trade names, service
marks, mask works, rights of use of any name, domain names, or any other similar rights, any applications therefor, whether registered or not, know-how, operating manuals, trade secret rights, clinical and non-clinical data, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing. 

“Intellectual Property Licenses” has the meaning specified therefor in the Guaranty and Security Agreement. 

“Intercompany Subordination Agreement” means an intercompany subordination agreement, dated as of the Closing Date, executed
and delivered by Borrowers, each of their Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent and the Lenders. 

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, by and between Agent and
the Term Agent and acknowledged and agreed by the Loan Parties, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof. 

“Interest Expense” means, for any period, the aggregate of the interest expense of Borrowers for such period, determined on a
consolidated basis in accordance with GAAP. 
 “Internal Controls” has the meaning ascribed to it in
Section 4.13(a). 
 “Inventory” means inventory (as that term is defined in the Code). 

“Inventory Cap” means, initially, $10,000,000; provided, that, (x) after the first anniversary of the Closing
Date, such cap shall be increased to $15,000,000 to the extent the following conditions have been met: (i) Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) shall have received an appraisal detailing the value of
Borrowers’ Intellectual Property, in scope and with results acceptable to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) and (ii) Borrowers shall have achieved TTM EBITDA of greater than $0 for two
consecutive fiscal quarters and (y) the Inventory Cap shall be $0 (I) as of any date of determination during the period commencing on the Fourth Amendment Effective Date and ending on January 1, 2022, if the Market Capitalization of
Endologix as of such date is less than $10,000,000, or (II) as of any date of determination thereafter, if the Market Capitalization of Endologix as of such date is less than $25,000,000. 

“Investment” has the meaning specified therefor in Section 6.06. 

“Investment Company Act” means the Investment Company Act of 1940, as amended, including the rules and regulations
promulgated thereunder. 

  
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 “IP” means all Intellectual Property that is necessary for the conduct of
the Loan Parties’ business as currently conducted. 
 “IRC” means the Internal Revenue Code of 1986, as in effect from
time to time. 
 “Japan Lifeline Subordination Agreement” has the meaning specified therefor in clause (r) of the
definition of “Permitted Indebtedness”. 
 “Landlord Reserve” means, as to each location at which Borrowers have
Collateral or books and records located and as to which a Collateral Access Agreement has not been received by Agent, a reserve in an amount equal to the greater of (a) the number of months’ rent for which the landlord will have, under
applicable law, a Lien in the Collateral of Borrowers to secure the payment of rent or other amounts under the lease relative to such location, or (b) three (3) months’ rent under the lease relative to such location. 

“Latest Balance Sheet Date” has the meaning specified therefor in Section 4.12. 

“Lender” has the meaning specified therefor in the preamble, shall include any other Person made a party hereto pursuant to
the provisions of Section 13.01 and “Lenders” means each of the Lenders or any one or more of them. 

“Lender Group” means each of the Lenders and Agent (including, during any Third Party Agent Retention Period, the Third Party
Agent), any other Secured Party or any one or more of them. 
 “Lender Group Expenses” means all (a) costs or expenses
(including taxes and insurance premiums) required to be paid by Borrowers or their Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket fees or charges paid or incurred by Agent or any Third Party Agent in connection with the Lender Group’s transactions with Borrowers or their Subsidiaries under any of the Loan Documents,
including, without limitation, the fees and out-of-pocket expenses of Agent’s and any Third Party Agent’s outside counsel and reasonable out-of-pocket costs incurred in connection with travel and due diligence, photocopying, notarization, couriers and messengers, telecommunication, public record searches,
filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent’s or any Third Party Agent’s customary fees and charges imposed or incurred in connection
with any background checks or OFAC/PEP searches related to Borrowers or their Subsidiaries, (d) Agent’s and any Third Party Agent’s fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the
receipt of funds) to or for the account of Borrowers (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection
therewith, (e) customary charges imposed or incurred by Agent or any Third Party Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) costs and expenses paid or incurred by the Lender Group to correct any
default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the
Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) reasonable consulting or advisory fees and expenses of Agent and any Third Party Agent and 

  
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fees and expenses related to any field examination, appraisal, or valuation to the extent of the fees and charges, and due diligence expenses, including in connection with periodic reviews of
insurance and Collateral, (h) Agent’s, any Third Party Agent’s and Lenders’ reasonable costs and expenses (including reasonable documented attorneys’ fees and expenses) relative to third party subpoenas, claims or any other
lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender
Group’s relationship with Borrowers or any of their Subsidiaries, (i) Agent’s and any Third Party Agent’s reasonable documented costs and expenses (including reasonable documented attorneys’ fees and due diligence expenses)
incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to the rating of any Loan, CUSIP, DXSyndicateTM, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, restating, supplementing, waiving, or modifying the Loan Documents and
(j) Agent’s, any Third Party Agent’s and each Lender’s costs and expenses (including reasonable documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including
attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrowers or any of their Subsidiaries or in exercising
rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral. 

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates,
officers, directors, employees, attorneys, and agents. 
 “Liabilities” means all claims, actions, suits, judgments,
damages, losses, liabilities, obligations, responsibilities, fines, penalties, sanctions, costs, fees, Taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation for and/or
response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors
and consultants), whether joint or several, and whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise. 

“LIBOR Adjustment Date” means the first calendar day of such calendar month. 

“LIBOR Rate” means the greater of (a) 1.00% and (b) the rate per annum equal to the London interbank offered rate
administered by ICE Benchmark Administration Limited or a comparable, replacement or successor rate, which rate is approved by Agent, as published on the applicable Bloomberg screen (or such other commercially available source providing such
quotations as may be designated by Agent from time to time), for deposits in Dollars for a term of thirty (30) days on or about 11:00 a.m. (London time) two (2) Business Days prior to the LIBOR Adjustment Date. The LIBOR Rate may not be
the lowest or best rate at which Agent calculates interest or extends credit. The LIBOR Rate for each calendar month shall be adjusted (if necessary) on each LIBOR Adjustment Date which determination shall be conclusive in the absence of manifest
error; provided that to the extent a comparable, replacement or successor rate is approved 

  
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by Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice. 

“Lien” means any lien, pledge, preferential arrangement, mortgage, security interest, deed of trust, charge, assignment,
hypothecation, title retention or other encumbrance on or with respect to property or interest in property having the practical effect of constituting a security interest, in each case with respect to the payment of any obligation with, or from the
proceeds of, any asset or revenue of any kind. For purposes of this Agreement and the other Loan Documents, any Loan Party or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of
a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. 

“Liquidated Damages” has the meaning specified in Section 2.09(d)(i). 

“Loan” means any Revolving Loan or Extraordinary Advance made (or to be made) hereunder. 

“Loan Account” has the meaning specified therefor in Section 2.08. 

“Loan Documents” means the Agreement, any Notes, the Control Agreements, any Borrowing Base Certificate, each Compliance
Certificate, the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement, the Japan Lifeline Subordination Agreement, any Subordination Agreement, the Guaranty and Security Agreement, the Intercompany Subordination
Agreement, the Patent Security Agreement, the Trademark Security Agreement, the Copyright Security Agreement, any note or notes executed by Borrowers in connection with the Agreement and payable to any member of the Lender Group, and any other
instrument or agreement entered into, now or in the future, by Borrowers or any of their Subsidiaries and any member of the Lender Group in connection with the Agreement. 

“Loan Party” means any Borrower or any Guarantor. 

“Lockbox” has the meaning specified therefor in Section 2.12(a). 

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

 “Market Capitalization” shall mean, on any date of determination, an amount equal to (i) the total number of issued
and outstanding shares of common Stock of Endologix on the date of measurement multiplied by (ii) the arithmetic mean of the closing prices per share of such Stock on the Nasdaq Stock Market for the 30 consecutive trading days immediately
preceding such date of determination. 
 “Market Withdrawal” means a Person’s Removal or Correction of a distributed
product which involves a minor violation that would not be subject to legal action by the FDA or which involves no violation (e.g., normal stock rotation practices and routine equipment adjustments and repairs, etc.). 

  
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 “Material Adverse Effect” means a material adverse effect on (a) the
business, operations, results of operations, financial condition or properties of the Loan Parties and their Subsidiaries, taken as a whole, (b) the legality, validity or enforceability of any provision of any Loan Document, (c) the
ability of any Loan Party to timely perform the Obligations, (d) the creation, perfection or priority of the Liens, taken as a whole for the Collateral, granted under the Loan Documents, or (e) the rights and remedies of the Secured
Parties under any Loan Document. 
 “Material Contracts” means (a) the Operative Documents, (b) the Term Debt
Documents, (c) the Convertible Note Documents, (d) the agreements listed on Schedule 4.18, (e) the Permitted Japan Lifeline Unsecured Debt Documents, (f) the Equity Financing Documents, and (g) each other agreement or
contract to which such Loan Party or its Subsidiaries is a party the termination of which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided that Capped Calls shall not be considered
Material Contracts. 
 “Material Intangible Assets” means all of (i) each Loan Party’s Intellectual Property and
(ii) license or sublicense agreements or other agreements with respect to rights in Intellectual Property (including each Intellectual Property License), in each case that are material to the financial condition, business or operations of the
applicable Loan Party. 
 “Maturity Date” means the date that is the earlier of (a) April 2, 2023 (provided,
that, on and after the Amortization/Maturity Extension Date (if applicable, as defined in the Term Credit Agreement), the date in this clause (a) shall be December 22, 2023) and (b) the date that the loans under the Term Credit
Agreement are paid in full. 
 “Maximum Revolver Amount” means $40,000,000 (provided that such amount shall be
increased to $50,000,000 during any Maximum Revolver Increased Amount Period), decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.03(c). 

“Maximum Revolver Decreased Market Capitalization Event” means any time, after a Maximum Revolver Increased Amount Trigger
Event occurs, the Market Capitalization of Endologix decreases to an amount less than or equal to $350,000,000. 
 “Maximum Revolver
Decreased Market Capitalization Notice Trigger Event” means the first occurrence of a Maximum Revolver Decreased Market Capitalization Event after a Maximum Revolver Increased Amount Trigger Event has occurred and was continuing immediately
before such Maximum Revolver Decreased Market Capitalization Event occurred. 
 “Maximum Revolver Decreased Market Capitalization
Overadvance Amount” means, at any time a Maximum Revolver Decreased Market Capitalization Overadvance Event occurs, if Revolver Usage at such time is in excess of $40,000,000, the result of (a) the amount of the Revolver Usage, minus
(b) $40,000,000. 
 “Maximum Revolver Decreased Market Capitalization Overadvance Event” means any time that the
Market Capitalization of Endologix is less than or equal to $350,000,000 and the Revolver Usage is more than $40,000,000. 

  
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 “Maximum Revolver Increased Amount Period” means from the time a Maximum
Revolver Increased Amount Trigger Event occurs until the time that the Market Capitalization of Endologix is less than or equal to $350,000,000. 

“Maximum Revolver Increased Amount Trigger Event” means, at any time that the Market Capitalization of Endologix is in excess
of $350,000,000 for at least ten (10) consecutive Business Days, the Borrower Representative delivers an officer’s certificate executed by an Authorized Officer of the Borrower Representative to the Agent (and, during a Third Party Agent
Retention Period, also the Third Party Agent) certifying as such and providing reasonable detail thereof, all in form and substance reasonably satisfactory to the Agent (and, during a Third Party Agent Retention Period, also the Third Party Agent).

 “Measurement Period” means, at any date of determination, the most recently completed twelve (12) fiscal months of
Borrowers for which financial statements have been delivered pursuant to Section 5.05(a). 

“Medicaid” means the medical assistance programs administered by state agencies and approved by CMS pursuant to the terms of
Title XIX of the Social Security Act, codified at 42 U.S.C. 1396 et seq. 
 “Medicare” means the program of health benefits
for the aged and disabled administered by CMS pursuant to the terms of Title XVIII of the Social Security Act, codified at 42 U.S.C. 1395 et seq. 

“Monthly Cash Burn Amount” means, with respect to Borrowers, an amount equal to Borrower’s change in cash and Cash
Equivalents, without giving effect to any increase resulting from contributions or proceeds of financings, for either (a) the immediately preceding eighteen (18) month period as determined as of the last day of the month immediately
preceding the proposed consummation of the Permitted Acquisition or voluntary prepayment, as applicable, and based upon the financial statements delivered to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) in
accordance with this Agreement for such period, not including unusual or non-recurring expenses or (b) the immediately succeeding eighteen (18) month period based upon the projections delivered to
Agent (or any Third Party Agent, as applicable) prior to the Closing Date, not including unusual or non-recurring expenses, using whichever calculation as between clause (a) and clause
(b) demonstrates a higher burn rate (or, in other words, more cash used), in either case, divided by eighteen (18). 
 “Monthly
Collateral Monitoring Fee” has the meaning specified therefor in Section 2.09(f). 

“Moody’s” has the meaning specified therefor in the definition of Cash Equivalents. 

“Multiemployer Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any
ERISA Affiliate incurs or otherwise has, or could reasonably be expected to have, any obligation or Liabilities (including under Section 4212 of ERISA). 

“Necessary Documents” has the meaning specified therefor in Section 4.05. 

  
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 “Net Book Value of Eligible Equipment” means, at any time, the then-current
book value of all Eligible Equipment (giving effect to any adjustments to such book value on or prior to the date of measurement thereof) less all accumulated depreciation and amortization of such Equipment through the date of measurement, all as
determined in accordance with GAAP. 
 “Net Orderly Liquidation Value” means, at any time, the orderly liquidation value
with respect to the applicable asset as set forth in the most recent appraisal acceptable to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent), upon which Agent (and any Third Party Agent) is expressly entitled
to rely, prepared by an appraiser acceptable to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent), net of operating expenses, liquidation expenses and commissions set forth in such appraisal; provided,
that to the extent operating expenses, liquidation expenses and commissions set forth in such appraisal are not allocated to specific categories of Inventory, such operating expenses, liquidation expenses and commissions may be allocated by Agent
(or, during any Third Party Agent Retention Period at the sole option of Agent, the Third Party Agent) to specific assets as determined in Agent’s (including, during any Third Party Agent Retention Period, the Third Party Agent’s)
Permitted Discretion; and provided further, that the liquidation timeframe is acceptable to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent). 

“Net Revenue” means, for any period, (a) the Loan Parties’ gross revenues during such period, less (b)(i) trade,
quantity and cash discounts allowed by the Loan Parties, (ii) discounts, refunds, rebates, charge backs, retroactive price adjustments and any other allowances which effectively reduce net selling price, (iii) product returns and
allowances, (iv) allowances for shipping or other distribution expenses, (v) set-offs and counterclaims, and (vi) any other similar and customary deductions used by the Loan Parties in
determining net revenues, all, in respect of (a) and (b), as determined in accordance with GAAP and in the Ordinary Course of Business. 

“Non-Third Party Agent Retention Period” means any period of time that is not during
a Third Party Agent Retention Period. 
 “Note” means any promissory note evidencing any of the Obligations and/or the
Commitments issued by the Borrowers in favor of the Agent or any Lender. 
 “Obligations” means all loans (including the
Revolving Loans (inclusive of Extraordinary Advances)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in
any such Insolvency Proceeding), premiums, liabilities (including all amounts charged to the Loan Account pursuant to this Agreement), obligations (including indemnification obligations), fees (including the fees and other amounts set forth in
Section 2.09), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such
Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by the Agreement or any of the other Loan Documents and
irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that
Borrowers are required to pay or reimburse by the Loan Documents or by law or 

  
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otherwise in connection with the Loan Documents. Without limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents include the obligation to pay (i) the
principal of the Loans, (ii) interest accrued on the Loans, (iii) [reserved], (iv) Third Party Agent commissions, fees and charges, (v) Lender Group Expenses, (vi) fees payable hereunder or any of the other Loan Documents, and
(vii) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications,
renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding. 
 “OFAC” means The Office of
Foreign Assets Control of the U.S. Department of the Treasury. 
 “Operating Expenditures” means, with respect to any
Person for any period, the amount of all expenditures (whether such expenditures are paid in cash, financed or otherwise) by such Person and its Subsidiaries during such period that are reported as operating expenses (including expenditures related
to research and development, clinical and regulatory affairs, marketing and sales, and general and administrative) on the income statements of such Person and its Subsidiaries that are included in such Person’s financial statements (including
those financial statements required by Section 5.05(a)), which amount shall (i) be in compliance and accordance with GAAP and any SEC requirements and regulations, but (ii) exclude
one-time non-recurring expenditures that are not regularly incurred in the Ordinary Course of Business of such Person and its Subsidiaries. 

“Operative Documents” means the Loan Documents and the Term Debt Documents. 

“Ordinary Course of Business” means, in respect of any transaction involving any Loan Party, the ordinary course of business
of such Loan Party, as conducted by such Loan Party in accordance with past practices, as applicable. 
 “Organizational
Documents” means, with respect to any Loan Party, the documents by which such Person was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation,
any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Person (such as by-laws, a partnership agreement or an operating,
limited liability company or members agreement), including any and all shareholder agreements or voting agreements relating to the capital stock or other equity interests of such Person. 

“Original 3.25% Convertible Notes” has the meaning provided therefor in the definition of “3.25% Original Convertible
Notes.” 
 “Originating Lender” has the meaning specified therefor in Section 13.01(e). 

“Overadvance” means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set
forth in Section 2.01. 
 “Participant” has the meaning specified therefor in
Section 13.01(e). 

  
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 “Participant Register” has the meaning specified therefor in
Section 13.01(i). 
 “Patents” has the meaning specified therefor in the Guaranty and Security
Agreement. 
 “Patent Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement. 

“Patriot Act” means Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA Patriot Act of 2001). 
 “Perfection Certificate” means a certificate in the form of Exhibit P-1. 
 “Permitted Convertible Note Refinancing” has the meaning provided therefor in
the definition of “Permitted Indebtedness.” 
 “Permitted Acquisition” means any Acquisition by a Loan Party, in
each case, to the extent that each of the following conditions shall have been satisfied: 
 (a)    the Borrower
Representative shall have delivered to (x) during any Non-Third Party Agent Retention Period, subject to Section 5.20, Agent, or (y) during any Third Party Agent Retention
Period, the Third Party Agent, in each case, (i) at least ten (10) Business Days prior to the closing of the proposed Acquisition: (A) a description of the proposed Acquisition; (B) to the extent available, a due diligence
package (including, to the extent available, a quality of earnings report); and (C) the most recent drafts (or, if available, executed counterparts) of the respective agreements, documents or instruments pursuant to which such Acquisition is to
be consummated, any available schedules and exhibits to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, and to the extent required
under the related acquisition agreement, all required regulatory and third party approvals and copies of any environmental assessments and (ii) at the earlier of (A) the time of closing of the proposed Acquisition or (B) as early
before the closing of the proposed Acquisition as available, in each case, final, fully executed copies of the respective agreements, documents or instruments pursuant to which such Acquisition is to be consummated and all schedules and exhibits to
such agreements, documents or instruments and all other material ancillary agreements, instruments and documents executed or delivered in connection therewith; 

(b)    the Loan Parties (including any new Subsidiary to the extent required by Section 5.09
shall execute and deliver the agreements, instruments and other documents to the extent required by Section 5.09; 

(c)    no Event of Default or Default has occurred and is continuing, or would exist after giving pro forma effect to, the
proposed Acquisition; 
 (d)    all transactions in connection with such Acquisition shall be consummated, in all
material respects, in accordance with applicable laws; 
 (e)    the assets acquired in such Acquisition are for use in
the same line of business as the Loan Parties are currently engaged or a line of business reasonably related thereto; 

  
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 (f)    such Acquisition shall not be hostile and, if applicable, shall
have been approved by the board of directors (or other similar body) and/or the stockholders or other equity holders of any Person being acquired in such Acquisition; 

(g)    no Indebtedness or Liens are assumed or created (other than Permitted Liens and Permitted Indebtedness) in
connection with such Acquisition; 
 (h)    all conditions to “Permitted Acquisition” (as defined in the Term
Credit Agreement as of the Closing Date) have been satisfied and (i) during any Non-Third Party Agent Retention Period, Agent shall have received, subject to Section 5.20, any
requested evidence showing satisfaction thereof and (ii) during any Third Party Agent Retention Period, the Third Party Agent shall have received any requested evidence showing satisfaction thereof; and 

(i)    the total consideration paid or payable (including without limitation, costs and expenses, deferred purchase price,
seller notes and other liabilities incurred, assumed or to be reflected on a consolidated balance sheet of the Loan Parties and their Subsidiaries after giving effect to such Acquisition but excluding (A) any equity interests issued as
consideration for such Acquisition and (B) the net proceeds of any issuance of equity interests made after the Second Amendment Effective Date that are used for purposes of such Acquisition (for the avoidance of doubt, other than the net
proceeds of any equity interests or other Stock issued under or in connection with the Equity Financing Documents)) (such amounts, collectively, the “Acquisition Consideration”) shall be in an amount not to exceed $15,000,000 in the
aggregate for all such Acquisitions during the term of this Agreement; provided, however, that, in the case of each Acquisition, (1) during any Non-Third Party Agent Retention Period, subject to
Section 5.20, to the extent requested by Agent, Agent, and (2) during any Non-Third Party Agent Retention Period, the Third Party Agent, in each case, has received prior to the
consummation of such Acquisition evidence satisfactory to Agent (or such Third Party Agent) that Borrowers have, immediately before and immediately after giving effect to the consummation of such Acquisition, unrestricted cash (it being understood
and agreed that cash and Cash Equivalents shall not be considered “restricted” cash for purposes of this proviso solely due to compliance by the Loan Parties with the requirements set forth in Section 5.08) in one
or more deposit accounts subject to a Control Agreement in an aggregate amount equal to or greater than the positive value of the product of (x) eighteen (18) multiplied by (y) the Monthly Cash Burn Amount, as determined as of the last day
of the month immediately preceding such Acquisition. 
 Notwithstanding the foregoing, no Accounts, Inventory or Equipment acquired by a
Loan Party in a Permitted Acquisition shall be included as Eligible Accounts, Eligible Equipment or Eligible Inventory until a field examination (and, if required by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent),
an Inventory appraisal or an Equipment appraisal, as applicable) with respect thereto has been completed to the reasonable satisfaction of Agent (and, during any Third Party Agent Retention Period, the Third Party Agent), including the establishment
of reserves required in Agent’s (or, during any Third Party Agent Retention Period, the Third Party Agent’s) reasonable discretion; provided that field examinations and appraisals in connection with Permitted Acquisitions shall not count
against the limited number of field examinations or appraisals for which expense reimbursement may be sought. 
 “Permitted
Contingent Obligations” means: 

  
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 (a)    Contingent Obligations arising in respect of the Indebtedness
under the Loan Documents; 
 (b)     Contingent Obligations resulting from endorsements for collection or deposit in the
Ordinary Course of Business; 
 (c)     Contingent Obligations outstanding on the date of this Agreement and set forth
on Schedule 6.05 (but not including any refinancings, extensions, increases or amendments to the indebtedness underlying such Contingent Obligations other than extensions of the maturity thereof without any other material change in terms
adverse to the Lenders); 
 (d)     Contingent Obligations incurred in the Ordinary Course of Business with respect to
surety and appeal bonds, performance bonds and other similar obligations not to exceed $2,000,000 in the aggregate at any time outstanding; 

(e)     Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers to
issue to Agent mortgagee title insurance policies; 
 (f)     Contingent Obligations arising with respect to customary
indemnification obligations in favor of purchasers in connection with dispositions of personal property assets permitted under Section 6.04; 

(g)     so long as there exists no Event of Default both immediately before and immediately after giving effect to any
such transaction, Contingent Obligations existing or arising under any Swap Contract or Capped Call; provided, however, that such obligations are (or were) entered into by a Borrower or an Affiliate of a Borrower for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation and either (i) with respect to a Swap Contract or a Capped Call, are
(or were) entered into in the Ordinary Course of Business or (ii) with respect to a Capped Call, are (or were) entered into in connection with the Remaining Original 3.25% Convertible Notes, the 5.00% Convertible Notes, any Permitted
Convertible Note Refinancing permitted hereunder or in connection with this Agreement or any of the other Loan Documents; 
 (h)
    guarantees by (i) one or more Loan Parties of the obligations of Foreign Subsidiaries up to $1,000,000 in the aggregate at any time outstanding, (ii) any Loan Party of the obligations of any other Loan Party (but,
for the avoidance of doubt, excluding any Immaterial Subsidiary that may be a Loan Party where, before and immediately after giving effect to such guarantee (including any rights of contribution set forth in the Loan Documents or otherwise), the
Loan Parties cannot represent and warrant that such Immaterial Subsidiary is Solvent on an individual basis) and (iii) any Foreign Subsidiary of the obligations of any other Foreign Subsidiary; 

(i)     Contingent Obligations arising in respect of the Indebtedness under, subject to the terms of the Intercreditor
Agreement and this Agreement, the Term Debt Documents; and 

  
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 (j)     other Contingent Obligations not permitted by clauses
(a) through (i) above, not to exceed $2,500,000 in the aggregate at any time outstanding. 
 “Permitted Discretion”
means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. 

“Permitted Dispositions” means: 

(a)    dispositions of inventory in the Ordinary Course of Business; 

(b)    dispositions of furniture, fixtures and equipment (excluding any Collateral included in the Borrowing Base) in the
Ordinary Course of Business that the applicable Loan Party or Subsidiary determines in good faith is no longer used or useful in the business of such Loan Party and its Subsidiaries (or such Subsidiary and its subsidiaries); 

(c)    to the extent constituting a Disposition, Permitted Investments and Permitted Licenses; 

(d)    disposals of obsolete, worn out or surplus tangible personal property; 

(e)    without limiting transactions permitted under Article VI hereof, dispositions by any Loan Party to any other Loan
Party so long as each Loan Party (other than, with respect to any transferring Person, an Immaterial Subsidiary) will remain Solvent after giving effect to the transfer; 

(f)    abandonment of Intellectual Property that does not constitute a Material Intangible Asset; 

(g)    the unwinding or terminating of Swap Contracts or any Capped Call permitted by clause (g) of the definition of
“Permitted Contingent Obligations” either (i) with respect to a Swap Contract or a Capped Call, in the Ordinary Course of Business or (ii) with respect to a Capped Call, that were entered into in connection with the Remaining
Original 3.25% Convertible Notes, the 5.00% Convertible Notes, in connection with any Permitted Convertible Note Refinancing permitted hereunder or in connection with this Agreement or any of the other Loan Documents; 

(h)    dispositions of equipment (excluding any Collateral included in the Borrowing Base) or real property to the extent
that (i) such property is exchanged for credit against the purchase price of replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; 

(i)    the entering into of any Permitted License; 

(j)    Dispositions by any Foreign Subsidiary to any other Foreign Subsidiary or to any Loan Party; 

(k)    Dispositions approved by the Required Lenders in writing; 

  
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 (l)    to the extent constituting a Disposition, the payment of cash and
Cash Equivalents in the Ordinary Course of Business; and 
 (m)    other Dispositions (excluding dispositions of
Intellectual Property) the proceeds of which, when aggregated with the proceeds of all other Dispositions made pursuant to this clause (m) are less than $2,500,000 during the term of this Agreement; provided that (i) the consideration
received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors (or similar governing body) of the applicable Loan Party that owned such assets), (ii) no less than
75% thereof shall be paid in cash, and (iii) no Default or Event of Default then exists or would arise therefrom; provided, that, with respect to any such Disposition not in the Ordinary Course of Business under this clause
(m) involving Collateral that is included in the Borrowing Base, Borrower Representative shall have provided (x) during a Non-Third Party Agent Retention Period, Agent with a certificate from an
Authorized Officer of the Borrower Representative at least five (5) Business Days prior to such Disposition certifying that such Disposition shall not result in an Overadvance, together with, subject to Section 5.20,
such evidence thereof that is reasonably requested by Agent, and (y) during a Third Party Agent Retention Period, the Third Party Agent with a Borrowing Base Certificate (Third Party Agent) at least five (5) Business Days prior to such
Disposition evidencing to Agent’s (and, during any Third Party Agent Retention Period, also the Third Party Agent’s) reasonable satisfaction that such Disposition shall not result in an Overadvance; and 

(n)    to the extent constituting Dispositions, Recalls of Products (or components of Products) returned to suppliers in
the Ordinary Course of Business as required by Applicable Law or the FDA with the consideration paid for such Products (or such components of Products) returned to the Loan Party or Subsidiary that purchased and returned such Product (or such
components of Products); and 
 (o)    (i) Recalls of Products (or components of Products) that are not included as
Eligible Inventory and are not included in the Borrowing Base from customers to the extent required by Applicable Law or the FDA and (ii) the Dispositions of such Products that were Recalled in the Ordinary Course of Business and for fair
market value and on fair market terms. 
 “Permitted Indebtedness” means each of the following: 

(a)    Indebtedness evidenced by this Agreement and the other Loan Documents; 

(b)    Indebtedness incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business;

 (c)    Capital Leases and purchase money Indebtedness not to exceed $5,000,000 at any time (whether in the form of a
loan or a lease) used solely to acquire equipment used in the Ordinary Course of Business and secured only by such equipment; provided that no such equipment shall be included as “Eligible Equipment” or in the Borrowing Base. 

(d)    Indebtedness existing on the Closing Date and described on Schedule 4.01(f) (but not including any
refinancings, extensions, increases or amendments to such Indebtedness other than Permitted Refinancings); 

  
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 (e)    so long as there exists no Event of Default both immediately
before and immediately after giving effect to any such transaction, Indebtedness existing or arising under any Swap Contract or Capped Call; provided, however, that such obligations are (or were) entered into by a Borrower or an Affiliate of a
Borrower for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation and either (i) with respect to a
Swap Contract or a Capped Call, are (or were) entered into in the Ordinary Course of Business or (ii) with respect to a Capped Call, are (or were) entered into in connection with the Remaining Original 3.25% Convertible Notes, the 5.00%
Convertible Notes, any Permitted Convertible Note Refinancing permitted hereunder or in connection with this Agreement or any of the other Loan Documents; 

(f)    Indebtedness in the form of insurance premiums financed through the applicable insurance company; 

(g)    trade accounts payable arising and paid within 120 days of the date when due and in the Ordinary Course of
Business; 
 (h)    Subordinated Debt; 

(i)    the Term Debt under the Term Credit Facility, in accordance with the terms of the Intercreditor Agreement and this
Agreement; 
 (j)    Indebtedness of the Loan Parties incurred under the 5.00% Convertible Notes and the Remaining
Original 3.25% Convertible Notes in an aggregate principal amount not to exceed the aggregate principal amount outstanding on the Fourth Amendment Effective Date (plus any accrued and unpaid interest then outstanding including any and all paid in
kind interest) after giving effect to any payments, repayments or prepayments thereon or conversions, cash settlements or distributions related thereto, and, so long as no Default or Event of Default has occurred and is continuing or would result
after giving effect thereto, any refinancing or extension thereof in which all or any portion of the proceeds will be used to repurchase or refinance all or any portion thereof that, in each case of the foregoing, (i)(A) has an aggregate outstanding
principal amount not greater than $200,000,000 (when taking into account all such existing, refinanced, extended, exchanged and newly issued Indebtedness and all paid in kind interest), (B) does not provide for any amortization payments or other
principal payments, prepayments, repayments, redemptions or distributions of any kind or cash settlements or cash conversions (or requires or mandates any settlements or conversions thereof) in advance of the date that is one year and one day after
the Maturity Date, and (C) except as expressly provided in the 5.00% Convertible Notes issued on the Second Amendment Effective Date or the 5.00% Second Lien Convertible Notes issued on the Fourth Amendment Effective Date, does not provide for
(or include) any terms or provisions requiring or mandating the conversion or cash settlement of any such Indebtedness or obligations at any time prior to the date that is one year and one day after the Maturity Date, (ii) has a maturity no
shorter than the date that is one year and one day after the Maturity Date (in the case of clause (i) and clause (ii), it being understood that, in each case, any provision requiring an offer to purchase such Indebtedness as a result of a
change in control, fundamental change, delisting, asset sale or similar provision or any exercise or conversion of Stock (other than Disqualified Stock) shall not violate the foregoing restrictions in clause (i) or clause (ii)), (iii) is
unsecured, (iv) does not have one or more issuers, borrowers, guarantors or obligors that are not 

  
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Loan Parties, (v) contains terms that are prevailing market terms at the time of issuing or initial borrowing for the type of financing and for the quality of issuer or borrower, as
determined by Endologix and its advisors in their reasonable business judgment, (vi) does not have an All-in Yield greater than the lesser of (A) 6% per annum and (B) an All-in Yield that would result in more than $10,000,000 per annum being paid in interest thereunder (whether in cash, in-kind or otherwise), (vii) does not cause Endologix
either on an individual basis or together with its Subsidiaries (on a consolidated basis), immediately before, at the time of and immediately after giving effect to such Indebtedness (and after giving effect to the use of the proceeds thereof), to
no longer be Solvent (or such Persons are not Solvent immediately prior to giving effect thereto), and (vii) if in existence at such time or on the same date, is permitted under the Term Debt Documents and the Equity Financing Documents
(collectively, a “Permitted Convertible Note Refinancing”); 
 (k)    [reserved]; 

(l)    without limiting the provisions of Article VI with respect to any Investment by a Loan Party, Indebtedness
consisting of unsecured intercompany loans and advances (i) incurred by any Loan Party owing to one or more other Loan Parties, (ii) incurred by any Foreign Subsidiaries owing to any Loan Party solely to the extent constituting a Permitted
Investment made by such Loan Party, or (iii) incurred by any Foreign Subsidiaries owing to any other Foreign Subsidiary; 

(m)    Indebtedness related to commercial credit cards provided by Bank of America, N.A. (or such other commercial bank
permitted under the definition of “Bank of America Cash Collateral Account) that, in the aggregate outstanding at any one time, does not exceed $2,500,000, which Indebtedness may be secured by Liens permitted pursuant to clause (r) of the
definition of Permitted Liens; 
 (n)    to the extent constituting Indebtedness, any Permitted Contingent Obligations;

 (o)    unsecured Indebtedness incurred in respect of netting services, overdraft protection and other like services,
in each case, incurred in the Ordinary Course of Business; 
 (p)    unsecured
earn-out obligations and other similar contingent purchase price obligations incurred in connection with a Permitted Acquisition to the extent earned and payable and permitted pursuant to the definition of
Permitted Acquisition and the other terms of this Agreement; 
 (q)    any other unsecured Indebtedness incurred by the
Loan Parties or any of their Subsidiaries in an aggregate outstanding amount not to exceed $2,500,000 at any one time; 

(r)    unsecured Indebtedness in an amount not to exceed $4,280,500 pursuant to a promissory note dated on or around the
Closing Date, by Endologix in favor of Japan Lifeline Co., Ltd. (the “Permitted Japan Lifeline Unsecured Debt”), so long as (i) other than as expressly set forth in clause (ii) directly below, no prepayments, repayment,
redemptions or payments shall be made with respect to the Permitted Japan Lifeline Unsecured Debt at any time until ninety-one (91) days after all of the Obligations have been paid in full and all the
Commitments have 

  
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terminated, (ii) subject to the terms of the Japan Lifeline Subordination Agreement, the all-in interest rate and pricing charged thereon shall not
exceed 2.5% per annum and such interest shall not be paid (A) more frequently than annually in arrears and (B) unless (1) expressly permitted pursuant to the terms of the Japan Lifeline Subordination Agreement, (2) the Japan Lifeline
Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all times, (3) no breach, violation or default has occurred under any of the Permitted Japan Lifeline Unsecured Debt Documents or the
Japan Lifeline Subordination Agreement and (4) no Default or Event of Default has occurred and is continuing, (iii) no fees shall be paid thereon, (iv) such unsecured Indebtedness shall not be assigned or otherwise transferred by
Japan Lifeline Co., Ltd. without the consent of the Agent, (v) Japan Lifeline Co., Ltd. (and any successor or assign thereof) shall enter into a subordination agreement with the Agent, in form and substance reasonably satisfactory to the Agent
and the Lenders (the “Japan Lifeline Subordination Agreement”), and such Japan Lifeline Subordination Agreement shall remain in full force and effect and binding and enforceable against all parties thereto at all times, and no
breach, violation or default shall have occurred thereunder or under the Permitted Japan Lifeline Unsecured Debt Documents, (vi)(A) such Indebtedness remains unsecured at all times and no security interests or Liens are granted with respect thereto
by any Loan Party, any of their respective Affiliates or any other Person and (B) no Person other than Endologix shall be a borrower, guarantor or obligor (or otherwise be obligated or liable) with respect to such Indebtedness, and
(vii) subordination provisions are included in such promissory note, the Japan Lifeline Subordination Agreement and any related agreements, instruments and documents (collectively, the “Permitted Japan Lifeline Unsecured Debt
Documents”) in a manner, and in form and substance, reasonably satisfactory to the Agent and the Lenders, and such Permitted Japan Lifeline Unsecured Debt Documents shall be in form and substance reasonably satisfactory to the Agent and the
Lenders; 
 (s)    Indebtedness in the form of actual or contingent obligations of the Loan Parties in an aggregate
amount not to exceed $3 million as such indebtedness may arise under that certain inbound patent license agreement between Borrower and the licensor under such agreement in connection with a bona fide dispute between the parties, as more fully
described in Schedule 4.03 hereto under the heading “Royalty Demand.” 
 “Permitted Investments” means: 

(a)    Investments (i) shown on Schedule P-1 and existing on the
Closing Date and (ii) Subsidiaries made prior to the Closing Date; 
 (b)    Investments in cash and Cash
Equivalents; 
 (c)    Investments consisting of the endorsement of negotiable instruments for deposit or collection or
similar transactions in the Ordinary Course of Business; 
 (d)    Investments consisting of (i) travel advances
and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of a Loan Party or its Subsidiaries
pursuant to employee stock purchase plans or agreements approved by such Borrower’s board of directors (or other governing body), but the aggregate of all such loans outstanding may not exceed $500,000 at any time; 

  
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 (e)    Investments (including debt obligations) received in connection
with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business; 

(f)    Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and
suppliers who are not Affiliates, in the Ordinary Course of Business, provided, however, that this subpart (f) shall not apply to Investments of Loan Parties in any Subsidiary; 

(g)    Investments consisting of (i) deposit accounts in which Agent has received a Control Agreement, and
(ii) deposit accounts that are Excluded Accounts (subject to any caps and applicable restrictions set forth in such definition); 

(h)    Investments by any Loan Party in any Subsidiary now owned or hereafter created by such Loan Party, which Subsidiary
is a Loan Party or has otherwise provided a Guarantee of the Obligations of the Loan Party which Guarantee is secured by a Lien granted by such Subsidiary to Agent in all or substantially all of its property of the type described in the Guaranty and
Security Agreement and otherwise made in compliance with Section 5.09; 
 (i)    Investments
by (A) any Loan Party consisting solely of cash and Cash Equivalents in a Foreign Subsidiary; provided that at the time of the making of such Investment and immediately after giving effect thereto (i) no Event of Default has occurred and
is continuing and (ii) Loan Parties have unrestricted (it being understood and agreed that cash and Cash Equivalents shall not be considered “restricted” cash for purposes of this proviso solely due to compliance by the Loan Parties
with the requirements set forth in Section 7.01(b)) cash and Cash Equivalents in an aggregate amount of not less than $10,000,000, which cash and Cash Equivalents (x) are subject to a first priority perfected lien in
favor of Agent for the benefit of Lender Group (subject to Permitted Liens), (y) are held in a deposit account that is subject to a Control Agreement or a securities account subject to a Control Agreement and (z) unless the same could not be
reasonably expected to reduce the amounts in such accounts below $10,000,000 at the time of such Investment and immediately after giving effect thereto, do not include any drawn or committed but unpaid drafts, ACH or EFT transactions and (B) a non-Loan Party Foreign Subsidiary in another non-Loan Party Foreign Subsidiary; provided, that, Investments pursuant to clause (i)(A) above shall be subject to
the proviso at the end of this definition; 
 (j)    Investments by any Loan Party consisting solely of inventory in any
wholly-owned Foreign Subsidiaries, to the extent (i) such Investments are made in the Ordinary Course of Business consistent with its customary practices as in effect on and immediately prior to the Closing Date and (ii) no Event of
Default exists or would arise therefrom and (iii) no “Event of Default” (as defined in the Term Credit Agreement as in effect as of the Second Amendment Effective Date) then exists or would arise therefrom; provided, that
(x) no such Investment shall result in an Overadvance and (y) such Investments shall be subject to the proviso at the end of this definition; 

(k)    so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result
therefrom, Investments consisting solely of cash and Cash Equivalents in joint ventures or similar arrangements in an amount not to exceed $5,000,000 in 

  
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the aggregate during the term of this Agreement; provided, that, such Investments shall be subject to the proviso at the end of this definition; 

(l)    Permitted Acquisitions; 

(m)    Investments deemed to exist under any Swap Contracts or Capped Calls; provided, however, that such obligations are
(or were) entered into by a Borrower or an Affiliate of a Borrower for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for
purposes of speculation and are (or were) entered into either (i) with respect to a Swap Contract or a Capped Call, in the Ordinary Course of Business or (ii) with respect to a Capped Call, in connection with the Remaining Original 3.25%
Convertible Notes, the 5.00% Convertible Notes or any Permitted Convertible Note Refinancing permitted hereunder or in connection with this Agreement or any of the other Loan Documents; and 

(n)    other Investments in an amount not exceeding $5,000,000 in the aggregate; provided, that, such
Investments shall be subject to the proviso at the end of this definition; 
 provided, that, that Investments pursuant to clauses (i), (j),
(k), and (n) of this definition of “Permitted Investments” shall not exceed $12,000,000 in the aggregate in any calendar year and, provided, further, that with respect to clause (j) above, such Investments
consisting solely of Inventory in Foreign Subsidiaries shall be valued at the lesser of cost and book value. 
 “Permitted Japan
Lifeline Unsecured Debt” has the meaning specified therefor in clause (r) of the definition of “Permitted Indebtedness”. 

“Permitted Japan Lifeline Unsecured Debt Documents” has the meaning specified therefor in clause (r) of the definition
of “Permitted Indebtedness”. 
 “Permitted License” means (a) any
non-exclusive license of patent rights of a Loan Party or its Subsidiaries so long as all such Permitted Licenses are granted to third parties in the Ordinary Course of Business, do not result in a legal
transfer of title to the licensed property, and have been granted in exchange for fair consideration, and (b) any exclusive license of patent rights of Endologix or its Subsidiaries so long as such Permitted Licenses do not result in a legal
transfer of title to the licensed property, are exclusive solely as to discrete geographical areas outside of the United States, and have been granted in exchange for fair consideration. 

“Permitted Liens” means: 

(a)    Liens set forth on Schedule 4.01(d); provided, that to qualify as a Permitted Lien, any such Lien
described on Schedule 4.01(d) shall only secure the Indebtedness that it secures on the Closing Date; 

(b)    Liens in favor of the Secured Parties under the Loan Documents; 

(c)    carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or
other similar Liens arising in the Ordinary Course of Business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, 

  
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which proceedings have the effect of preventing the forfeiture or sale of the assets or property subject thereto and for which adequate reserves in accordance with GAAP are being maintained; 

(d)    Liens for Taxes, assessments or governmental charges or levies not past due or payable or that are being contested
in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP are being maintained; 

(e)    (i) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default or
Default and (ii) pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect to such judgments and proceedings; 

(f)    Liens in favor of financial institutions arising in connection with the Borrower’s or its Subsidiaries’
deposit accounts maintained in the Ordinary Course of Business held at such institutions to secure standard fees for services charged by, but not financing made available by, such institutions; 

(g)    Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of
Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental
contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other funded Indebtedness) or to secure liability to insurance carriers; 

(h)    easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the
aggregate, are not substantial in amount, do not materially affect the value or marketability of such real property and which do not in any case materially interfere with the conduct of the business of any Loan Party or its Subsidiaries; 

(i)    (i) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license not prohibited
by this Agreement or (ii) non-exclusive licenses and sublicenses granted by a Loan Party or any Subsidiary of a Loan Party and leases and subleases (by a Loan Party or any Subsidiary of a Loan Party as
lessor or sublessor) to third parties in the Ordinary Course of Business not materially interfering with the business of the Loan Parties or any of their Subsidiaries; 

(j)    Liens of a collection bank arising under Section 4-210 of the UCC (or
equivalent in foreign jurisdictions) on items in the course of collection; 
 (k)    Liens on any assets or property
acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such assets or property and permitted under
clause (c) of the definition of “Permitted Indebtedness”; provided that (i) such Lien attaches solely to the assets or property so acquired in such transaction and the proceeds thereof and (ii) the principal amount of the
Indebtedness secured thereby does not exceed 100% of the cost of such assets or property; 

  
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 (l)    Liens securing Capital Leases permitted under clause (d) of
the definition of “Permitted Indebtedness”; 
 (m)    Liens arising from the filing of precautionary uniform
commercial code financing statements with respect to any lease not prohibited by this Agreement; 
 (n)    Liens arising
out of consignment or similar arrangements for the sale of goods entered into by a Borrower or any Subsidiary of a Borrower in the Ordinary Course of Business; 

(o)    Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties
in connection with the importation of goods in the Ordinary Course of Business; 
 (p)    Liens on unearned insurance
premiums securing the financing thereof to the extent permitted under clause (f) of the definition of “Permitted Indebtedness”; 

(q)    [reserved]; 

(r)    Liens on assets of the Loan Parties and their Subsidiaries arising in connection with seller notes, earn-outs and
other similar payment obligations constituting Acquisition Consideration in connection with Permitted Acquisitions so long as such Liens are subject at all times to a Subordination Agreement; 

(s)    Liens granted under the Term Credit Facility, to the extent subject to the terms of the Intercreditor Agreement and
this Agreement (“Permitted Term Facility Liens”); 
 (t)    Liens in favor of Bank of America, N.A. (or
such other commercial bank permitted under the definition of “Bank of America Cash Collateral Account”) on the Bank of America Cash Collateral Account; provided that if Endologix is using credit card services from the Agent or a Lender
that are required to be secured, Endologix shall promptly use commercially reasonable efforts to terminate the Liens in respect of the Bank of America Cash Collateral Account; 

(u)    Liens granted under the Second Lien Security Agreement, subject to the Second Lien Subordination and Intercreditor
Agreement; and 
 (v)    Liens on cash collateral in an aggregate amount not to exceed $3 million granted by the
Loan Parties as may be required under that certain inbound patent license agreement between Borrower and the licensor under such agreement in connection with a bona fide dispute between the parties, as more fully described in Schedule 4.03 hereto
under the heading “Royalty Demand.” 
 “Permitted Priority Liens” means (a) solely with respect to the
specific assets or property covered thereby, the Liens granted pursuant to, and in accordance with, clause (u) of the definition of “Permitted Liens ,” (b) Permitted Liens granted over specific property pursuant to clauses (f) (solely
with respect to such applicable deposit accounts), (i) (solely with respect to the interest in such applicable lease, sublease, license or sublicense or the assets owned by such lessor, sublessor, licensor or sublicensor underlying same), (k)
(solely with respect to the property permitted to be secured by such Indebtedness permitted pursuant to clause (c) of the definition of “Permitted 

  
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Indebtedness”), (l) (solely with respect to the property that is part of the Capital Lease), (m) (solely with respect to the specific assets covered by such lease that are owned by such
lessor), (n) (with respect to the goods permitted to be consigned thereby), (p) (solely with respect to such cash held by such insurance agency for such insurance premiums), and (t) (solely with respect to the Bank of America Cash Collateral
Account) of the definition of “Permitted Liens”, but, in each case, only to the extent only such Lien (i) attaches solely to the assets or property so acquired in such transaction and the proceeds thereof and (ii) has prior
priority to the Permitted Term Facility Liens, and (c) to the extent not otherwise covered by clause (b) above, non-consensual Permitted Liens that are solely provided by operation of (and in
compliance with) Applicable Law. 
 “Permitted Refinancing” means Indebtedness constituting a refinancing or extension of
Indebtedness evidenced by the permitted under clause (d) of the definition of “Permitted Indebtedness” and that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness
being refinanced or extended, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as
part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or extended, (e) the obligors of which are the same as the obligors of the Indebtedness
being refinanced or extended and (f) is otherwise on terms no less favorable to Loan Parties and their Subsidiaries, taken as a whole, than those of the Indebtedness being refinanced or extended. 

“Permitted Term Facility Liens” has the meaning provided therefor in clause (s) of the definition of “Permitted
Liens”. 
 “Person” means and includes any natural person, individual, partnership, joint venture, corporation, trust,
limited liability company, limited liability partnership, joint stock company, unincorporated organization, government entity or any political subdivision or agency thereof, or any other entity. 

“Prime Rate” means, at any time, the prime rate published in the “Money Rates” column of The Wall Street Journal at
such time, and in the event that The Wall Street Journal is not available at such time, the prime rate published in another publication as determined by Agent in its discretion. 

“Principal Market” means any of the following markets or exchanges on which the Common Stock is listed for trading on the
date in question: the Nasdaq Stock Market, the NASDAQ Global Market or the NASDAQ Capital Market (or, in each case, any successor to the foregoing) 

“Pro Rata Share” means, as of any date of determination: 

(a)    with respect to a Lender’s obligation to make all or a portion of the Revolving Loans, with respect to such
Lender’s right to receive payments of interest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations and other matters related to the Revolver Commitments or the Revolving Loans, the percentage
obtained by dividing (i) the 

  
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Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders, 

(b)    [reserved], or 

(c)    with respect to all other matters and for all other matters as to a particular Lender (including the
indemnification obligations arising under Section 15.07), the percentage obtained by dividing (i) the Revolving Loan Exposure of such Lender by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any
such case as the applicable percentage may be adjusted by assignments permitted pursuant to Section 13.01; provided, that if all of the Loans and other Obligations have been repaid in full in cash and all Commitments
have been terminated, Pro Rata Share under this clause shall be determined as if the Revolving Loan Exposures had not been repaid, collateralized, or terminated and shall be based upon the Revolving Loan Exposures as they existed immediately prior
to their repayment, collateralization, or termination. 
 “Products” means, from time to time, any products currently
manufactured, sold, developed, tested or marketed by any Loan Party or any of a Loan Party’s Subsidiaries. 
 “Protective
Advances” has the meaning specified therefor in Section 2.02(c)(i). 
 “Qualified Cash”
means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Loan Parties that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is
the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States. 

“Real Property” means any real property owned, leased, subleased or otherwise operated or occupied by any Loan Party or any
Subsidiary of any Loan Party. 
 “Recall” means a Person’s Removal or Correction of a marketed product that the FDA
considers to be in violation of the laws it administers and against which the FDA would initiate legal action (e.g., seizure). 

“Recipient” means (a) Agent, (b) any Lender, or (c) during any Third Party Agent Retention Period, the Third Party
Agent, as applicable. 
 “Record” means information that is inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in perceivable form. 
 “Register” has the meaning specified therefor in
Section 13.01(i). 
 “Registered Loan” has the meaning specified therefor in
Section 13.01(i). 
 “Regulation D” means Regulation D of the Board of Governors of the Federal
Reserve System as in effect from time to time and any successor to all or a portion thereof establishing reserve requirements. 

  
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 “Regulatory Required Permit” means any and all licenses, clearances,
exemptions, approvals, registrations, and permits issued by the FDA, DEA or any other applicable Governmental Authority, including, without limitation, Drug Applications, any 510(k) premarket clearance, grant of a de novo request, premarket approval
application (“PMA”), or investigational device exemption (“IDE”), or the foreign equivalent to any of the foregoing necessary for the design, testing, manufacture, processing, assembly, packaging, labeling, marketing,
distribution, commercialization, import, export, or sale of any Product by any applicable Loan Party (or Loan Parties) and its (or their) Subsidiaries as such activities are being conducted by such Loan Party (or Loan Parties) and its (or their)
Subsidiaries with respect to such Product at such time; and any device listings and device establishment registrations under 21 C.F.R. Part 807, and any drug listings and drug establishment registrations under 21 U.S.C. Section 510,
registrations issued by DEA under 21 U.S.C. Section 823 (if applicable to any Product) and those issued by State governments for the conduct of the Loan Parties’ or any of their Subsidiaries’ business. 

“Related Fund” means (a) any Person (other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
administers, advises or manages a Lender, or (b) any Approved Fund. 
 “Related Parties” means, with respect to any
Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, attorneys, advisors and representatives of such Person and of such Person’s Affiliates. 

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape,
injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment. 

“Remaining Original 3.25% Convertible Notes” means the Original 3.25% Convertible Notes that were not exchanged for (a) 5.00%
Convertible Notes on the Second Amendment Effective Date pursuant to the terms of the 5.00% Exchange Agreement (Second Amendment) or (b) 5.00% Second Lien Convertible Notes on the Fourth Amendment Effective Date pursuant to the terms of the 5.00%
Exchange Agreement (Fourth Amendment) . 
 “Removal” means the physical removal of a product from its point of use to some
other location for repair, modification, adjustment, relabeling, destruction or inspection. 
 “Required Lenders” means, at
any time, Lenders the aggregate Pro Rata Shares of which (calculated under clause (d) of the definition of Pro Rata Shares) exceed 50%. 

“Reserves” means, as of any date of determination, those reserves that Agent (including, during any Third Party Agent
Retention Period, the Third Party Agent) deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.01(c), to establish and maintain (including reserves with respect to (a) sums that Borrowers
or their Subsidiaries are required to pay under any Section hereof or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay,
and (b) amounts owing by Borrowers or their Subsidiaries to any Person to the 

  
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extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent (including, during any Third Party Agent
Retention Period, the Third Party Agent) likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad
valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral) with respect to the Borrowing Base or the Maximum Revolver Amount. Without limiting the foregoing, to the extent that any
Accounts, Inventory or Equipment are included in the most recently delivered Borrowing Base Certificate and such Accounts, Inventory or Equipment are no longer eligible in accordance with the definitions of “Eligible Domestic Accounts”,
“Eligible Foreign Accounts”, “Eligible Inventory” and “Eligible Equipment”, as applicable, Agent (and, during any Third Party Agent Retention Period, the Third Party Agent) may establish Reserves against the Borrowing
Base in the amount of any such Accounts, Inventory or Equipment prior to delivery of an updated Borrowing Base Certificate that removes such items. 

“Restricted Payment” means, with respect to any Person, (i) the declaration or making of any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on account of any of its Stock, (ii) the purchasing, redemption or other acquisition for value of any of its Stock (other than, when no Default or Event of Default has
occurred or is continuing (or would occur after giving effect to any such purchase, redemption or other acquisition) and to the extent there would be pro forma compliance with the financial covenants in Article VII (after
giving effect to any such purchase, redemption or other acquisition), solely pursuant to Endologix’ stock option exchange program on the terms set forth, and specifically described (and without giving effect to any changes thereto that would be
adverse to the Lender Group), in that certain proxy statement of Endologix filed with the SEC on April 20, 2018, Endologix shall have the ability to provide certain qualified employees of Endologix (which shall not include name executive
officers or board of directors of Endologix and only with respect to “Eligible Participants” (as described therein)) the option to surrender certain “out-of-the-money” or “underwater” options with an exercise price of $2.00 or greater (subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or similar recapitalization affecting such shares) that are “Eligible Options” (as described therein) for cancellation in exchange for a grant of a lesser number of new restricted stock units of Endologix that may be settled for shares of
Endologix’ common stock under Endologix’ amended and restated 2015 stock incentive plan of Endologix that is attached to such aforementioned proxy statement (and without giving effect to any material changes thereto), all as further
specifically described (and without giving effect to any material changes thereto) in such proxy statement) now or hereafter outstanding or (iii) the making of any payment or prepayment of principal of, premium, if any, interest, fees,
redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Indebtedness subordinated to the Obligations as to right and time of payment or as to other rights and remedies thereunder. For the
avoidance of doubt, the entry into, any payments or deliveries in respect of, and the performance, exercise and/or settlement of the Remaining Original 3.25% Convertible Notes, the 5.00% Convertible Notes (including, for the avoidance of doubt, any
Permitted Convertible Note Refinancing), Capped Calls, or under the Term Debt Facility are not Restricted Payments. 

  
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 “Revolver Commitment” means, with respect to each Revolving Lender, its
Revolver Commitment, and, with respect to all Revolving Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Revolving Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Revolving Lender became a Revolving Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in
accordance with the provisions of Section 13.01. Notwithstanding anything to the contrary in this Agreement, the Revolver Commitment shall never be more than the Maximum Revolver Amount. 

“Revolver Exit Payment” has the meaning specified thereof in Section 2.09(g). 

“Revolver Usage” means, as of any date of determination, the amount of outstanding Revolving Loans (inclusive of Protective
Advances). 
 “Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolver
Commitments at such time. 
 “Revolving Lender” means a Lender that has a Revolver Commitment or that has an outstanding
Revolving Loan. 
 “Revolving Loan Exposure” means, with respect to any Revolving Lender, as of any date of determination
(a) prior to the termination of the Revolver Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate outstanding principal amount of the Revolving Loans of
such Lender. 
 “Revolving Loans” has the meaning specified therefor in Section 2.01(a). 

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country,
(c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and
enforced by OFAC. 
 “Sanctioned Person” means a Person named on the list of Specially Designated Nationals maintained by
OFAC. 
 “Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from
time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom. 

“S&P” has the meaning specified therefor in the definition of Cash Equivalents. 

“SEC” means the United States Securities and Exchange Commission and any successor thereto. 

“SEC Documents” means all reports, schedules, forms, statements and other documents filed by Endologix with the SEC pursuant
to the Securities Act or the Exchange Act since January

  
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1, 2016 (including all financial statements and schedules included therein, all exhibits thereto and all documents incorporated by reference therein). 

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Date, by and
among the Borrowers, the Lenders party thereto and Agent. 
 “Second Amendment Date” means March 30, 2019. 

“Second Amendment Effective Date” has the meaning set forth in the Second Amendment. 

“Second Lien Security Agreement” means that certain Junior Lien Security Agreement dated as of the Fourth Amendment Effective
Date between Endologix and Wilmington Trust, National Association, as collateral agent. 
 “Second Lien Subordination and
Intercreditor Agreement” means that certain Subordination and Intercreditor Agreement, dated as of the Fourth Amendment Effective Date, by and among Endologix, the Agent, the Term Agent, Wilmington Trust, National Association, as collateral
agent for itself and the other “Second Lien Creditors” (as therein defined), and the noteholders party thereto. 
 “Second
Period” has the meaning specified in Section 2.09(d)(ii). 
 “Secured Parties” means
Agent (including any Third Party Agent), the Lenders and all Indemnified Persons. 
 “Securities Account” means a
securities account (as that term is defined in the Code). 
 “Securities Act” means the Securities Act of 1933, as amended,
including the rules and regulations promulgated thereunder. 
 “Securitization” has the meaning specified therefor in
Section 13.01(h). 
 “Settlement” has the meaning specified therefor in
Section 2.02(d)(i). 
 “Settlement Date” has the meaning specified therefor in
Section 2.02(d)(i). 
 “Solvent” means, with respect to any Person as of any date of
determination, that, as of such date, (a) the value of the assets of such Person at a “fair valuation”’ (as referenced in the Bankruptcy Code) is greater than the total amount of liabilities (including contingent and unliquidated
liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature, and (c) such Person does not have unreasonably small capital in relation to such Person’s business as contemplated
as of the Closing Date. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability. 
 “Stifel” has the meaning specified therefor in
Section 5.08(viii). 

  
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 “Stifel Account” has the meaning specified therefor in
Section 5.08(viii). 
 “Stifel Sweep Agreement” has the meaning specified therefor in Section 5.08(viii)(a)(1).

 “Stock” means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity
interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting
or non-voting; and (b) all securities convertible into or exchangeable for any other Stock and all warrants, options or other rights (other than the Remaining Original 3.25% Convertible Notes, the 5.00%
Convertible Notes, any Permitted Convertible Note Refinancing permitted hereunder, any Capped Call transactions, the Series DF-1 Preferred Stock (as defined in the Term Credit Agreement) and the Warrants) to
purchase, subscribe for or otherwise acquire any other Stock, whether or not presently convertible, exchangeable or exercisable. 

“Subordinated Debt” means any Indebtedness of the Loan Parties incurred pursuant to the terms of the Subordinated Debt
Documents and with the prior written consent of Agent and the Lenders, all of which documents must be in form and substance acceptable to Agent and the Lenders in their sole discretion. As of the Closing Date, there is no Subordinated Debt.
Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, “Subordinated Debt” shall not include the Permitted Japan Lifeline Unsecured Debt, which is separately covered by this Agreement. 

“Subordinated Debt Documents” means any documents evidencing and/or securing Indebtedness governed by a Subordination
Agreement, all of which documents must be in form and substance acceptable to Agent and the Lenders in their sole discretion. As of the Closing Date, there are no Subordinated Debt Documents. Notwithstanding anything to the contrary in this
Agreement and for the avoidance of doubt, “Subordinated Debt Documents” shall not include the Permitted Japan Lifeline Unsecured Debt Documents, which are separately covered by this Agreement. 

“Subordination Agreement” means any agreement between Agent and another creditor of one or more Loan Parties, as the same may
be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Indebtedness owing from any Loan Party or Loan Parties and/or the Liens securing such Indebtedness granted by any
Loan Party or Loan Parties to such creditor are subordinated in any way to the Obligations and the Liens created under the Guaranty and Security Agreement, the terms and provisions of such Subordination Agreements to have been agreed to by, and be
acceptable to, Agent in the exercise of its sole discretion. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, “Subordination Agreement” shall not include the Japan Lifeline Subordination Agreement,
which is separately covered by this Agreement. 
 “Subordination Provisions” has the meaning specified therefor in
Section 8.19. 
 “Subsidiary” or “Subsidiaries” means, with respect to any
Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective


  
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of whether, at the time, capital stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time,
directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than fifty percent (50%) of such capital
stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or
participation in profits or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner. Unless the context otherwise requires, each reference to a
Subsidiary shall be a reference to a Subsidiary of a Loan Party. 
 “Swap Contract” means any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, not including Capped Calls. 

“Taxes” means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. 

“Tax Affiliate” means (a) the Borrowers and their Subsidiaries and (b) any Affiliate of the Borrowers with which
any Borrower files or is required to file consolidated, combined or unitary tax returns. 
 “Term Agent” has the meaning
ascribed to such term in the definition of “Term Credit Agreement” herein. 
 “Term Credit Agreement” means that
certain Amended and Restated Facility Agreement, dated as of August 9, 2018, by and among Endologix, the other Persons party thereto from time to time as “Loan Parties” (as defined therein), Deerfield Private Design Fund IV, L.P., in
its capacity as “Agent” (as defined therein, in such capacity, the “Term Agent”) and the financial institutions or other entities from time to time party thereto, each as a “Lender (as defined therein, the
“Term Lenders”), as amended, restated, supplemented or otherwise modified in accordance and in compliance with the Intercreditor Agreement and this Agreement. 

“Term Debt” means the “Facility Obligations” as defined in the Intercreditor Agreement. 

“Term Debt Documents” means the “Facility Documents” as defined in the Intercreditor Agreement. 

“Term Lenders” has the meaning ascribed to such term in the definition of “Term Credit Agreement” herein. 

“Third Amendment” means that certain Third Amendment to Credit Agreement, dated as of May 31, 2019, by and among the
Borrowers, the Lenders party thereto and Agent. 
 “Third Period” has the meaning specified in
Section 2.09(d)(ii). 

  
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 “Third Party Agent” means any Person other than Deerfield Revolver and its
Affiliates that (a) (i) becomes the Agent under the Loan Documents or (ii) is retained or hired as an agent or a subagent of the Agent to perform certain duties and responsibilities of (or receive certain rights and benefits provided
to) the Agent under the Loan Documents, (b) Borrower Representative has been informed of as being a Third Party Agent, and (c) has not (i) been removed from such role or position of the type set forth in clause (a)(i) or
clause (a)(ii) by Deerfield Revolver (or any such succeeding Agent to Deerfield Revolver”) or (ii) had such role or position be terminated pursuant to the terms of any agreement between the Third Party Agent and Agent (each of the
events in clause (c)(i) and clause (c)(ii) above, a “Third Party Agent Termination Event”). It being understood and agreed that as of the Closing Date, Cortland shall be deemed to be a Third Party Agent so long as a Third
Party Agent Termination Event has not occurred. 
 “Third Party Agent Retention Period” means any period of time when any
Person is acting or performing as a Third Party Agent pursuant to the definition of “Third Party Agent.” 
 “Third Party
Agent Termination Event” has the meaning specified therefor in the definition of “Third Party Agent”. 
 “Third
Party Obligation” has the meaning provided therefor in the definition of “Contingent Obligation.” 
 “Third Party
Payor” means Medicare, Medicaid, TRICARE, and other state or federal health care program, Blue Cross and/or Blue Shield, private health care insurers and managed care organizations. 

“Third Party Payor Programs” means all private or governmental programs providing health care benefits, whether directly
through insurance or otherwise, that are sponsored by a Third Party Payor. 
 “Title IV Plan” means an Employee Benefit
Plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has or could reasonably be expected to have any obligation or Liabilities (including under Section 4069 of ERISA). 

“Trademarks” has the meaning specified therefor in the Guaranty and Security Agreement. 

“Trademark Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement. 

“Trigger Date” means the date that Borrowers shall have delivered quarterly financial statements to Agent (and, during any
Third Party Agent Retention Period, also to the Third Party Agent) in accordance with Section 5.05(a) that demonstrate that Endologix and its Subsidiaries shall have achieved TTM EBITDA of $20,000,000 or greater. 

“TRICARE” means the program administered pursuant to 10 U.S.C. Section 1071 et. seq), Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes. 

  
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 “Trunk Inventory” means “trunk stock inventory” that is in the
possession of sales personnel of the Borrowers. 
 “TTM EBITDA” means, as of any date of determination, EBITDA for the 12-month period most recently ended. 
 “UCC” means the Uniform Commercial Code of any
applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect from time to time in the State of New York. 

“United States” and “U.S.” means the United States of America. 

“Unused Line Fee” has the meaning specified therefor in Section 2.09(b). 

“Voidable Transfer” has the meaning specified therefor in Section 17.07. 

“Withholding Agent” means any Borrower and Agent. 

1.02    Accounting Terms. All accounting terms not specifically defined herein shall be construed in
accordance with GAAP; provided, that if Borrowers notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on
the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the
application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the
Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required
Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred; provided, further, that all obligations of any Person that are or would be characterized as an operating lease as determined in
accordance with GAAP as in effect on the Closing Date (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a capital lease obligation) for purposes of this Agreement
regardless of any change in GAAP following the Effective Date that would otherwise require such obligation to be recharacterized as a capital lease obligation, to the extent that financial reporting shall not be affected hereby. When used herein,
the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrowers and their
Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, all financial statements delivered hereunder shall be prepared, and all financial covenants contained
herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the
fair value thereof. 

  
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 1.03    Code. Any terms used in this Agreement that are
defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different
Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. 

1.04    Construction. Unless the context of this Agreement or any other Loan Document clearly requires
otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated,
the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement
or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth
herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Unless expressly stated otherwise herein or in any other
Loan Document, any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in cash of (i) the principal amount of, and interest
accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been
made therefor, (iii) all fees or charges that have accrued (or are owed) hereunder or under any other Loan Document and are unpaid, (b) [reserved], (c) the receipt by Agent of cash collateral in order to secure any other contingent
Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense
(including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (d) the payment or repayment in full in cash of all other
outstanding Obligations (other than unasserted contingent indemnification Obligations), and (e) the termination of all of the Commitments. Any reference herein to any Person shall be construed to include such Person’s successors and
assigns; provided that no assign of any Loan Party of any of its rights or obligations under this Agreement or the other Loan Documents is permitted and any such assignment shall be absolutely void ab initio. Any requirement of a
writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record. The terms “shall” and “will” are used interchangeably in this Agreement and the other Loan Documents and mean for the Loan
Parties and their Subsidiaries to have an absolute obligation to perform or do (or not perform or do) a certain action or event, as the context may require. 

1.05    Time References. Unless the context of this Agreement or any other Loan Document clearly requires
otherwise, all references to time of day refer to Eastern standard time 

  
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or Eastern daylight saving time, as in effect in New York, New York on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word
“from” means “from and including” and the words “to” and “until” each means “to and including”; provided that, with respect to a computation of fees or interest payable to Agent (including any
Third Party Agent), any Lender or any other member of the Lender Group, such period shall in any event consist of at least one full day. 

1.06    Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed
incorporated herein by reference. 
 ARTICLE II. 

LOANS AND TERMS OF PAYMENT. 

2.01    Revolving Loans. 

(a)    Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender
agrees (severally, not jointly or jointly and severally) to make revolving loans (all such loans, collectively, the “Revolving Loans”) to Borrowers under a revolving credit facility in an amount at any one time outstanding not to
exceed the lesser of: 
 (i)    such Lender’s Revolver Commitment, or 

(ii)    such Lender’s Pro Rata Share of an amount equal to the lesser of: 

(A)    the amount equal to (1) the Maximum Revolver Amount less (2) the Revolver Usage at such
time, and 
 (B)    the amount equal to (1) the Borrowing Base as of such date (based upon
(x) during a Non-Third Party Agent Retention Period, the most recent Borrowing Base Certificate (Agent) delivered by Borrowers to Agent or (y) during a Third Party Agent Retention Period, the most
recent Borrowing Base Certificate (Third Party Agent) delivered by Borrowers to Third Party Agent, less (2) the Revolver Usage at such time. 

(b)    Amounts borrowed pursuant to this Section 2.01 may be repaid and, subject to the terms
and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and
payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. 

(c)    Notwithstanding anything to the contrary in this Section 2.01, Agent may at any time
establish one or more Reserves against the Borrowing Base or the Maximum Revolver Amount as Agent (or, during any Third Party Agent Retention Period, a Third Party Agent) may deem proper and appropriate in Agent’s (including, during any Third
Party Agent Retention Period, a Third Party Agent’s) Permitted Discretion in its capacity as an asset based lender. A Reserve may limit the Availability, reduce the Borrowing Base (by reduction of an advance rate


  
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set forth in the Borrowing Base or otherwise), or otherwise restrict a Borrower’s ability to borrow hereunder. Agent (or, during any Third Party Agent Retention Period, a Third Party Agent)
shall endeavor to notify Borrower Representative promptly after the establishment of any Reserve; provided, however, under no circumstance shall the delivery or receipt of any such notice constitute a condition to Agent’s (or, during any Third
Party Agent Retention Period, a Third Party Agent’s) establishment of any Reserve. For the avoidance of doubt, Agent (or, during any Third Party Agent Retention Period, a Third Party Agent) may in Agent’s (including, during any Third Party
Agent Retention Period, such Third Party Agent’s) Permitted Discretion (but Agent (or such Third Party Agent, as applicable) shall have no obligation in any circumstance to) increase, reduce or release any Reserve that was previously
established under this Section 2.01(c). 
 2.02    Borrowing Procedures and
Settlements. 
 (a)    Procedure for Borrowing Loans. Each Borrowing shall be made by a written request by an
Authorized Person delivered to Agent (and, during any Third Party Agent Retention Period, also to the Third Party Agent) and received by Agent (and, during any Third Party Agent Retention Period, also to the Third Party Agent) no later than 1:00
p.m. on the Business Day that is three (3) Business Days prior to the requested Funding Date, specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date (which shall be a Business Day); provided, that
Agent may, in its sole discretion, elect to accept as timely requests that are received later than 1:00 p.m. on the applicable Business Day. 

(b)    Making of Loans. 

(i)    After receipt of a request for a Borrowing pursuant to Section 2.02(a), Agent (or, during
any Third Party Agent Retention Period, the Third Party Agent) shall promptly notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing. If Agent has notified the Lenders of a requested
Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing (or such lesser Availability amount) available to the
Borrowers on the applicable Funding Date by transferring immediately available funds equal to such amount to the Borrowers; provided, that, subject to the provisions of Section 2.02(c)(ii), no Lender shall have an
obligation to make any Revolving Loan, if (1) one or more of the applicable conditions precedent set forth in Article III will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been
waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowing. 

(ii)    Each Borrower and each Lender hereby authorizes Agent to make Revolving Loans on behalf of the Lenders, at any
time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other charges payable by any Loan Party from time to time arising under this Agreement or any other Loan Document. 

(c)    Protective Advances and Optional Overadvances. 

(i)    Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to
Section 2.02(c)(iv), at any time (A) after the occurrence and during 

  
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the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent set forth in Article III are not satisfied, Agent hereby is
authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary
or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (the Revolving Loans described in this Section 2.02(c)(i) shall be
referred to as “Protective Advances”). Notwithstanding the foregoing, no Protective Advance shall be made which would cause (A) the aggregate amount of all Protective Advances outstanding at any one time to exceed 10% of the
Maximum Revolver Amount unless the Required Lenders otherwise agree or (B) the aggregate amount of Revolver Usage outstanding at any one time to exceed the Maximum Revolver Amount. 

(ii)    Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to
Section 2.02(c)(iv), the Lenders hereby authorize Agent, and Agent may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans to Borrowers notwithstanding that an Overadvance exists or would
be created thereby, so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more than 10% of the Maximum Revolver Amount (unless Required Lenders agree to a higher
amount), and (B) after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver
Amount. In the event Agent obtains actual knowledge that an Overadvance exists, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable and the Lenders with Revolver Commitments thereupon shall,
together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to eliminate the Overadvance within thirty (30) days. In such circumstances, if any Lender with a Revolver Commitment objects to
the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the
Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.03(e). Each Lender with a Revolver Commitment shall be obligated to make Revolving Loans in
accordance with Section 2.02(b) in, or settle Overadvances made by Agent with Agent as provided in Section 2.02(d), as applicable) for, the amount of such Lender’s Pro Rata Share of any
unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.02(c)(ii), and any Overadvances resulting from the charging to the Loan Account of interest,
fees, or Lender Group Expenses. 
 (iii)    Each Protective Advance and each Overadvance (each, an
“Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder. Prior to Settlement with respect to Extraordinary Advances, all payments on the Extraordinary Advances made by Agent, including interest thereon, shall be
payable to Agent solely for its own account. The Extraordinary Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans. The
provisions of this Section 2.02(c) are for the exclusive benefit of Agent and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way. 

  
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 (iv)    Notwithstanding anything contained in this Agreement or any
other Loan Document to the contrary: (A) no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the
Maximum Revolver Amount; and (B) to the extent that the making of any Extraordinary Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount, such portion of such Extraordinary Advance shall be for Agent’s sole and
separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 2.03(b). 

(d)    Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the
Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent and the Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate
the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to any Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: 

(i)    Solely when any Extraordinary Advances are outstanding, Agent shall request settlement
(“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (A) for itself, with respect to the outstanding Extraordinary Advances, and (B) with respect
to Borrowers’ or their Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the
Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of
outstanding Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.02(g)): (1) if the amount of the Revolving Loans (including
Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on
the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata
Share of the Revolving Loans (including Extraordinary Advances), and (2) if the amount of the Revolving Loans (including Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including
Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such
amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Extraordinary Advances). Such amounts made available to Agent under clause (2) of the immediately preceding sentence shall be applied against the
amounts of the applicable Extraordinary Advances and shall constitute Revolving Loans of such Lenders. 
 (ii)    In
determining whether a Lender’s balance of the Revolving Loans (including Extraordinary Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans (including Extraordinary Advances) as of a
Settlement Date, Agent 

  
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shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers
and allocable to the Lenders hereunder, and proceeds of Collateral. 
 (iii)    Between Settlement Dates, Agent, solely
to the extent Extraordinary Advances for the account of Agent are outstanding, may apply any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans,
to the Extraordinary Advances. During the period between Settlement Dates, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Extraordinary Advances, shall be entitled to interest at the
applicable rate or rates payable under this Agreement on the daily amount of funds employed by Agent, or the Lenders, as applicable. 

(e)    Notation. During any Third Party Agent Retention Period, Agent, as a
non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount of the Loans owing to each Lender and/or Extraordinary Advances owing to Agent, and the interests therein of each
Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate. During any Non-Third Party Agent Retention Period, the Borrower Representative
shall maintain such Loan Account and shall make such Loan Account available to Agent and the Lenders upon request therefrom. Upon the request of any Third Party Agent upon the commencement of any Third Party Agent Retention Period, the Borrower
Representative shall share such Loan Account and any of its applicable books and records with the Third Party Agent, and with respect to any discrepancies between the books, records or Loan Account of the Borrower Representative, on the one hand,
and the books, records or Loan Account of any Lender, the Agent or the Third Party Agent, on the other hand, the books, records and Loan Account of such Lender, Agent or Third Party Agent shall govern and control in the absence of demonstrable
error. 
 (f)    [Reserved]. 

(g)    Independent Obligations. All Loans (other than Extraordinary Advances) shall be made by the Lenders
contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Loan (or other extension of credit) hereunder,
nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other
Lender from its obligations hereunder. 
 2.03    Payments; Reductions of Commitments; Prepayments. 

(a)    Payments by Borrowers. Except as otherwise expressly provided herein, all payments by Borrowers shall be made
to each Lender based on such Lender’s Pro Rata Share and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent (or, during any Third Party Agent Retention Period, any
Third Party Agent) or any Lender later than 1:30 p.m. may be deemed to have been received on the 

  
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following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. 

(b)    Apportionment and Application. 

(i)    So long as no Application Event has occurred and is continuing, all principal and interest payments shall be paid by
the Borrowers (and any such amounts received by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) shall be apportioned) ratably among the Lenders (according to the unpaid principal balance of the Obligations to which
such payments relate held by each Lender) and all payments of fees and expenses shall be paid by the Borrowers (and any such amounts received by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) (other than fees or
expenses that are for Agent’s or such Third Party Agent’s (as applicable) separate account) shall be apportioned) ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or
expense relates. Subject to Section 2.03(b)(iv), all payments to be made hereunder by Borrowers shall be remitted to the Lenders (other than amounts owed specifically to Agent or any Third Party Agent (as applicable)) and
all such payments, and all proceeds of Collateral paid by the Borrowers to the Lenders or received by Agent (or any Third Party Agent (as applicable)), shall be applied, so long as no Application Event has occurred and is continuing, to reduce the
balance of the Loans and other Obligations outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Law. 

(ii)    At any time that an Application Event has occurred and is continuing, all payments remitted to Agent (or any Third
Party Agent (as applicable)) or the Lenders and all proceeds of Collateral received by Agent (or any Third Party Agent (as applicable)) or the Lenders shall be applied as follows: 

(A)    first, to pay any Lender Group Expenses (including cost or expense reimbursements) or
indemnities then due to Agent under the Loan Documents, until paid in full in cash, 

(B)    second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in
full in cash, 
 (C)    third, to pay interest due in respect of all Protective Advances until
paid in full in cash, 
 (D)    fourth, to pay the principal of all Protective Advances until paid
in full in cash, 
 (E)    fifth, ratably, to pay any Lender Group Expenses (including cost or
expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full in cash, 

(F)    sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan
Documents until paid in full in cash, 

  
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 (G)    seventh, ratably, to pay interest accrued
in respect of the Loans (other than Protective Advances) until paid in full in cash, 

(H)    eighth, ratably, to pay the principal of all Loans until paid in full in cash, 

(I)    ninth, to pay any other Obligations until paid in full in cash, and 

(J)    tenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled
thereto under Applicable Law. 
 (iii)    Agent (or the Third Party Agent, as applicable) promptly shall distribute to
each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive that have been delivered to Agent (or the Third Party Agent, as applicable) instead of such Lender, subject
to a Settlement delay as provided in Section 2.02(d). 
 (iv)    In each instance, so long as
no Application Event has occurred and is continuing, Section 2.03(b)(i) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable
(or prepayable) under any provision of this Agreement or any other Loan Document. 
 (v)    For purposes of
Section 2.03(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the
commencement of any Insolvency Proceeding, default interest, interest on interest, any premium or prepayment penalty, Commitment Fee, Liquidated Damages and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed
or disallowed in whole or in part in any Insolvency Proceeding. 
 (vi)    In the event of a direct conflict between the
priority provisions of this Section 2.03 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the
fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid then the terms and provisions of this Section 2.03 shall control and
govern. 
 (c)    Reduction of Revolver Commitments. The Revolver Commitments shall terminate on the Maturity
Date. The Revolver Commitments may be reduced by the Borrowers subject to payment of Liquidated Damages in accordance with Section 2.09(d), to an amount (which may be zero) not less than the sum of (i) the Revolver
Usage as of such date, plus (ii) the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.02(a). Each such reduction pursuant to clause
(i) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to
such reduction are less than $5,000,000), shall be made by providing not less than 10 Business Days prior written notice to Agent (and, during any Third Party Agent Retention Period, the Third Party Agent) and the Lenders, and shall be irrevocable.
Each such reduction of 

  
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the Revolver Commitments shall be permanent, shall be accompanied by any payment of Liquidated Damages required pursuant to Section 2.09(d) and shall reduce the Revolver
Commitments of each Lender proportionately in accordance with its ratable share thereof. 
 (d)    Optional
Prepayments. Upon at least one (1) Business Day prior written notice the Borrowers may prepay the Loans at any time, in whole or in part, plus accrued and unpaid interest on the principal amount being prepaid to the prepayment date and all
fees, costs, expenses and other amounts related thereto. No prepayment of Revolving Loans under this Section 2.03(d) shall result in a permanent reduction of the Revolver Commitments. 

(e)    Mandatory Prepayments. 

(i)    If, at any time, (i) the Revolver Usage on such date exceeds (ii) either (A) the Borrowing Base
reflected in the Borrowing Base Certificate most recently delivered by Borrower to Agent (or, during the Third Party Agent Retention Period, the Third Party Agent) (as adjusted by Agent (or the Third Party Agent, as applicable) for Reserves
established by Agent (or the Third Party Agent, as applicable) from time to time) or (B) the Maximum Revolver Amount, then Borrower shall immediately prepay the Obligations in accordance with Section 2.03(f) in an
aggregate amount equal to the amount of such excess. No prepayment pursuant to this Section 2.03(e) shall result in a reduction in the Maximum Revolver Amount. 

(ii)    If, at any time, a Maximum Decreased Market Capitalization Overadvance Event occurs, then Borrower shall
immediately prepay the Obligations in accordance with Section 2.03(f) in an aggregate amount equal to the Maximum Decreased Market Capitalization Overadvance Amount. 

(f)    Application of Payments. Each prepayment pursuant to Section 2.03(e) shall,
(i) so long as no Application Event shall have occurred and be continuing, be applied to the outstanding principal amount of the Revolving Loans until paid in full in cash, and (ii) if an Application Event shall have occurred and be
continuing, be applied in the manner set forth in Section 2.03(b)(ii). 

2.04    Promise to Pay; Promissory Notes. 

(a)    Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and
expenses (including Lender Group Expenses)) in cash to Agent and the Lenders in full on the Maturity Date or, if earlier, on the date on which the Obligations become due and payable pursuant to the terms of this Agreement. 

(b)    Any Lender may request that any portion of its Commitments or the Loans made by it be evidenced by one or more
Notes. In such event, Borrowers (on a joint and several basis) shall execute and deliver to such Lender the requested Notes payable to the order of such Lender in a form furnished by Agent. Thereafter, the portion of the Commitments and Loans
evidenced by such Notes and interest thereon shall at all times be represented by one or more Notes in such form payable to the order of the payee named therein. 

2.05    Interest Rates: Rates, Payments, and Calculations. 

  
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 (a)    Interest Rates. Except as provided in
Section 2.05(c), all Revolving Loans and other Obligations shall bear interest at a per annum rate equal to the LIBOR Rate plus 5.50%; provided, that, notwithstanding anything to the contrary in this Agreement, to
the extent that the aggregate Revolver Usage was less than $9,750,000 for any month, then, on the interest payment date in respect of such month, additional Revolving Loans shall be deemed outstanding in order to increase Aggregate Revolving Usage
for such month to $9,750,000 for purposes of this Section 2.05(a). 

(b)    [Reserved]. 

(c)    Default Rate. Upon the occurrence and during the continuation of (i) an Event of Default described in
Section 8.04, automatically, and (ii) any other Event of Default, at the election of Agent or the Required Lenders in its (or their) sole discretion, all Obligations that have been charged to the Loan Account pursuant
to the terms hereof shall bear interest at a per annum rate equal to two (2) percentage points above the per annum rate otherwise applicable hereunder or thereunder. 

(d)    Payment. Except to the extent provided to the contrary in Section 2.09, (i) all
interest and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable in cash, in arrears for the preceding calendar month, on the first Business Day of each month and (ii) all costs and expenses
payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of (A) the first day of the month following the date on which the applicable costs, expenses, or Lender Group
Expenses were first incurred or (B) the date on which demand therefor is made by Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) or any Lender (it being acknowledged and agreed that (1) any charging
of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (B) and
(2) Agent (and, during any Third Party Agent Retention Period, the Third Party Agent) and each Lender is authorized and directed to deduct and retain sufficient amounts from any deposits paid by Borrowers to Agent (including, during any Third
Party Agent Retention Period, the Third Party Agent) or any Lender on or prior to the Closing Date or pursuant to the terms hereof or of any other Loan Document, as applicable). Borrowers agree that (x) its obligations contained in the first
sentence of this Section 2.05(d) shall survive payment or satisfaction in full of all other Obligations and a termination of all of the Commitments and (y) all payments of the Lender Group Expenses shall be non-refundable under all circumstances. Borrowers hereby authorize Agent (including, during any Third Party Agent Retention Period, the Third Party Agent), from time to time without prior notice to Borrowers, to
charge to the Loan Account (I) on the first day of each month, all interest accrued during the prior month on the Loans hereunder, (II) [reserved], (III) as and when incurred or accrued, all fees and costs provided for in
Section 2.09(a), (IV) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.05(b), (V) as and when due and payable, all other fees payable
hereunder or under any of the other Loan Documents, (VI) [reserved], (VII) as and when incurred or accrued, all other Lender Group Expenses, and (VIII) as and when due and payable, all other payment obligations payable under any Loan
Document. All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document) charged to the 

  
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Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans. 

(e)    Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a
360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. 

(f)    Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under
this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrowers and the Lender Group, in
executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything contained herein to the contrary notwithstanding, if such rate or rates of
interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment
received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess. 

(g)    Inability to Determine Interest Rate. If, at any applicable time, the basis for determining the LIBOR Rate
ceases to be reported on the applicable page of the Bloomberg screen and if Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Lenders) that, by reason of circumstances affecting the relevant market,
other adequate and reasonable means do not exist for ascertaining the interest rate applicable to the offering of Dollar deposits to major banks in the London interbank eurodollar market for the applicable period, then Agent shall forthwith give
notice thereof to the Borrower Representative. If such notice is given, (i) the interest rate applicable to the Revolving Loans and other Obligations shall be the Prime Rate plus 4.50% determined and effective immediately, (ii) each
reference herein to the “LIBOR Rate” shall be deemed thereafter to be a reference to the Prime Rate, and (iii) subject to Section 2.05(i), such substituted rate shall thereafter be determined by Agent in
accordance with the terms hereof. Until notice contemplated by Section 2.05(i) is furnished by Agent, the LIBOR Rate shall not apply to any Loan or any other Obligations. 

(h)    LIBOR Rate Unlawful or Impractical. In the event that any change in market conditions or any Change in Law
shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain Loans bearing interest at the LIBOR Rate or to continue such funding or maintaining, or to
determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent, the other Lenders and the Borrower Representative and (i) in the case of any outstanding Loans of such Lender bearing
interest at the LIBOR Rate, the date specified in such Lender’s notice shall be deemed to be the last day such Loans shall bear interest at the LIBOR Rate, and interest upon the Loans of such Lender thereafter shall accrue interest at the Prime
Rate, and (y) such Prime Rate shall continue to be applicable to the Obligations until such Lender determines that it would no longer be unlawful or impractical to fund or maintain Loans bearing interest at the LIBOR Rate. 

  
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 (i)    Reinstatement of LIBOR Rate. If there has been at any time
an interest rate substituted for the LIBOR Rate in accordance with this Section 2.05 and if in the reasonable opinion of Agent, the circumstances causing such substitution have ceased, then Agent shall promptly notify
Borrower Representative in writing of such cessation, and thereafter the LIBOR Rate shall be determined as originally defined hereby. Nevertheless, thereafter the provisions of Sections 2.05(a), (g) and (h) shall continue
to be effective. 
 (j)    Special Provisions Applicable to LIBOR Rate. The LIBOR Rate may be adjusted by Agent
with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (other than Taxes which shall be governed by Article
XVI), in each case, due to changes in applicable law, including any Changes in Law and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining
loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give the Borrower Representative, Agent and the other Lenders notice of such a determination and adjustment and, upon its receipt of the notice from the affected
Lender, Borrowers may, by notice to such affected Lender (i) require such Lender to furnish to the Borrower Representative a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the
amount of such adjustment, or (ii) repay the Loans of such Lender with respect to which such adjustment is made. 

2.06    [Reserved]. 

2.07    Designated Account. Agent (including, during any Third Party Agent Retention Period, the Third Party
Agent) and the Lenders are authorized to make the Loans under this Agreement based upon written or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to
Section 2.05(d). Borrower Representative agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Loans requested by Borrowers and made by
Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Loan requested by Borrowers and made by Agent (including, during any Third Party
Agent Retention Period, the Third Party Agent) or the Lenders hereunder shall be made to the Designated Account. 

2.08    Maintenance of Loan Account; Statements of Obligations. During any Third Party Agent Retention
Period, the Third Party Agent, as a non-fiduciary agent for Borrowers, shall maintain an account on its books in the name of Borrower Representative (the “Loan Account”) on which Borrowers
will be charged with the Loans (including Extraordinary Advances) made by Agent (including by such Third Party Agent, as applicable) or the Lenders to Borrowers or for Borrowers’ account, and with all other payment Obligations hereunder or
under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. During any Non-Third Party Agent Retention Period, the Borrower Representative shall maintain such
Loan Account and shall make such Loan Account available to Agent and the Lenders upon request therefrom. Upon the request of any Third Party Agent upon the commencement of any Third Party Agent Retention Period, the Borrower Representative shall
share such Loan Account and any of its applicable books and records with the Third Party Agent, and with respect to any discrepancies between the books, records or Loan Account of the Borrower Representative, on the one hand, and


  
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the books, records or Loan Account of any Lender, the Agent or the Third Party Agent, on the other hand, the books, records and Loan Account of such Lender, Agent or Third Party Agent shall
govern and control in the absence of manifest error. In accordance with Section 2.12, the Loan Account will be credited with all payments received by Agent or any Lender from Borrowers or for Borrowers’ account (and,
during any Third Party Agent Retention Period, that the Third Party Agent is aware of or has been notified of). During any Third Party Agent Retention Period, the Third Party Agent shall make available to Borrower Representative monthly statements
regarding the Loan Account, including the principal amount of the Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group
Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless,
within 30 days after Agent first makes such a statement available to Borrower Representative, Borrower Representative shall deliver to Agent written objection thereto describing the error or errors contained in such statement. 

2.09    Fees, Changes, Damages and Revolver Exit Payment. 

(a)    Agent and Third Party Agent Fees. Borrowers shall pay in cash to Agent, for the account of Agent (or the
Lenders set forth in such agreement), as and when due and payable under the terms of any agreement between the Borrowers and Agent (or such Lenders), the fees set forth in such agreement. At any time there is a Third Party Agent, Borrowers shall
timely pay in cash (or timely reimburse in cash the paying Person for) such fees, costs and expenses of the Third Party Agent that are charged to (or incurred on behalf of) the Agent, any Lender, any other member of the Lender Group or any Loan
Party (or any Agent-Related Persons or Lender-Related Persons). 
 (b)    Unused Line Fee. Borrowers shall pay in
cash to the Lenders, based on their Pro Rata Share of the Revolver Commitments, an unused line fee (the “Unused Line Fee”) in an amount equal to 0.50% times the result of (i) the aggregate amount of the Revolver
Commitments, less (ii) the greater of (A) $9,750,000 and (B) the Average Revolver Usage during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable on the first Business Day of each
month from and after the Closing Date up to the first day of the month prior to the date on which all of the Obligations are paid in full in cash and all of the Revolver Commitments are terminated and on the date on which all of the Obligations are
paid in full in cash and all of the Revolver Commitments are terminated. 
 (c)    Field Examination and Other
Fees. Borrowers shall pay in cash to Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) and the Lenders, field examination, appraisal, and valuation fees and charges as and when incurred or chargeable;
provided, that for so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than (A) two field examinations in any twelve month period, (B) two
Inventory appraisals, and (C) two Equipment appraisals; provided that any additional field examinations or appraisals required by Agent in any given twelve month period shall be performed at the expense of Agent; and, provided,
further, that if a Default or Event of Default shall have occurred and be continuing, Agent may conduct additional field examinations and appraisals at Borrowers’ sole expense. For the avoidance of


  
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doubt, the reimbursement limitations set forth in this Section 2.09(c) shall not apply to field examinations and appraisals conducted in connection with a Permitted
Acquisition. 
 (d)    Liquidated Damages. 

(i)    Borrowers shall pay in cash liquidated damages in connection with any termination or reduction of the Revolver
Commitments prior to the third anniversary of the Closing Date or any acceleration (including in connection with an Insolvency Proceeding) of the Obligations, in each case in accordance with this Section 2.09(d)
(“Liquidated Damages”). 
 (ii)    If, prior to the third anniversary of the Closing Date, (A) the
Commitments are terminated and the Obligations prepaid in full or (B) pursuant to the terms of this Agreement or any other Loan Document, either (1) Agent or the Required Lenders demand prepayment of the outstanding Obligations in whole or
in part during the continuation of an Event of Default, or (2) repayment of the outstanding Obligations is otherwise accelerated in whole or in part (including in connection with an Insolvency Proceeding) under
Section 9.01, then, at the time of such termination (in accordance with clause (A)) or the time of such demand or acceleration (in accordance with clause (B)), and in addition to the principal balance of the Loans,
all accrued and unpaid interest thereon, all fees, costs, expenses, and other amounts payable to Agent and Lenders in connection with the Revolving Facility and all other Obligations paid to Agent and Lenders under this Agreement and the other Loan
Documents, Borrowers shall pay in cash Liquidated Damages to the Lenders (or, during any Third Party Agent Retention Period, the Third Party Agent for the benefit of the Lenders), based on their Pro Rata Share, in an amount equal to the
(y) Maximum Revolver Amount multiplied by (z)(I) 2.50% if such prepayment, demand or acceleration occurs prior to August 9, 2019 (the “First Period”), (II) 1.50% if such prepayment, demand or acceleration
occurs on or after the First Period but prior to the August 9, 2020 (the “Second Period”), (III) 0.50% if such prepayment, demand or acceleration occurs at Second Period but prior to August 9, 2021 (the “Third
Period”), and (IV) 0% if such prepayment, demand or acceleration occurs on or after August 9, 2021. 

(iii)    If, prior to the third anniversary of the Closing Date, Borrower Representative has sent a notice of partial
reduction of the Revolving Facility pursuant to the provisions of Section 2.03(c), then on the date set forth as the date of reduction in such notice, Borrower shall pay to the Lenders (or, during any Third Party Agent
Retention Period, the Third Party Agent for the benefit of the Lenders), in cash, the applicable Revolver Reduction Premium determined as of such date. For purposes of this Section, “Applicable Revolver Reduction Premium” means, as
of any date of determination, an amount equal to (A) during the First Period, 2.50% times the amount of the reduction of the Revolving Commitments on such date, (B) during the Second Period, 1.50% times the amount of the reduction of the
Revolving Commitments on such date, (C) during the Third Period, 0.50% times the amount of the reduction of the Revolving Commitments on such date and (D) 0% times the amount of the reduction of the Revolving Commitment on or after
August 9, 2021. 
 (iv)    Borrower acknowledges and agrees that it would be difficult or impractical to calculate
Lenders’ actual damages from early termination of the Revolving Facility and Lenders’ compensation from Loans hereunder following such early termination or reduction, the 

  
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Liquidated Damages provided in this Section 2.09(d) are intended to be fair and reasonable approximations of such damages, and that the Liquidated Damages are not
intended to be penalties. 
 (e)    Commitment Fee. On the Closing Date, Borrowers shall pay in cash to the
Lenders (or, during any Third Party Agent Retention Period, the Third Party Agent for the benefit of the Lenders), based on their Pro Rata Share, an amount equal to $500,000 (the “Commitment Fee”), which shall be fully-earned on the
Closing Date and payable on the following schedule: (i) $200,000 shall be payable in cash on the Closing Date, (ii) $200,000 shall be payable on the one-year anniversary of the Closing Date, and
(iii) $100,000 shall be payable on the two-year anniversary of the Closing Date. Notwithstanding the foregoing, if (A) the Revolver Commitments are terminated and the Loans repaid or (B) the
Revolver Commitments are terminated or the Obligations become due and payable, in each case of clause (A) and clause (B), on any date prior to the two-year anniversary of the Closing Date for any
reason (such as an acceleration of the Loans following the occurrence of an Event of Default, an exercise of Agent’s (including, any Third Party Agent’s) or any Lender’s rights or remedies available under the Loan Documents or an
exercise of any rights or remedies by the Term Agent, a Term Lender or any other party to the Term Debt Documents, upon the consummation of a Change in Control, by any optional prepayment or otherwise), then, on such date, any portion of the
Commitment Fee that has not previously been paid shall be automatically, due and payable. The Commitment Fee shall be non-refundable upon any payment thereof. The parties hereto acknowledge and agree that
Agent and the Lenders would not have entered into this Agreement and the Lenders would not provide the Revolver Commitments, the financial accommodations and other accommodations under this Agreement and the other Loan Documents without the Loan
Parties agreeing to pay the Commitment Fee in the aforementioned instances. The parties hereto also acknowledge and agree that the Commitment Fee set forth in this Section 2.09(e) is not intended to act as a penalty or to
punish any Borrower or any other Loan Party for any such payment, repayment, redemption or prepayment. 

(f)    Collateral Monitoring Fee. Borrowers shall pay in cash to the Lenders (or, during any Third Party Agent
Retention Period, the Third Party Agent for the benefit of the Lenders), based on their Pro Rata Share, an amount equal to $5,000 (the “Monthly Collateral Monitoring Fee”) monthly in advance on the first Business Day of each month
from and after the Closing Date, commencing with the first such date after the Closing Date, until all of the Revolver Commitments have been terminated, all of the Obligations have been repaid and this Agreement has terminated. The Monthly
Collateral Monitoring Fee shall be fully-earned on each such date such amount is due or payable under this Agreement and is non-refundable upon being paid. 

(g)    Exit Payment. Notwithstanding anything to the contrary in the Loan Documents, on the date when the Revolver
Commitments (in each case, whether before, at the time of or after the Maturity Date or any acceleration, bankruptcy, insolvency or otherwise) are reduced or terminated in an amount that causes (or such lesser amount of Revolver Commitments that are
so reduced or terminated that the Lenders have agreed to cause) the remaining amount of outstanding Revolver Commitments to be less than $10,000,000, the Borrowers shall pay in cash at such time to the Lenders (based on their Pro Rata Share of such
Revolver Commitments) a non-refundable exit payment (the “Revolver Exit Payment”) in a total amount equal to $1,000,000. The parties to this Agreement acknowledge and agree that the Agent and
the Lenders would not have entered 

  
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into this Agreement and the other Loan Documents without the Borrowers agreeing to pay the Revolver Exit Payment in the aforementioned instances. The parties to this Agreement further acknowledge
and agree that the Revolver Exit Payment set forth in this Section 2.09(g) is not intended to act as a penalty or to punish the Borrowers or any other Loan Parties for any such Revolver Commitment reduction or termination.

 2.10    [Reserved]. 

2.11    Capital Requirements. 

(a)    If, after the date hereof, any Lender determines that (i) any Change in Law regarding capital or reserve
requirements for banks or bank holding companies, or (ii) compliance by such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether
or not having the force of law), has the effect of reducing the return on such Lender’s or such holding companies’ capital as a consequence of such Lender’s commitments, Loans, participations or other obligations hereunder to a level
below that which such Lender or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Lender’s or such holding companies’ then existing policies with respect to capital adequacy
and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower Representative and Agent thereof. Following receipt of such notice, Borrowers agree to pay such
Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such
Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and
attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be
required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower Representative or any other Borrower of such Change in Law giving rise to such
reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day
period referred to above shall be extended to include the period of retroactive effect thereof. 
 (b)    If any Lender
requests additional or increased costs referred to in Section 2.05(j) or amounts under Section 2.11(a) or sends a notice under Section 2.05(h) relative to changed
circumstances (such Lender, an “Affected Lender”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of
its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.05(j) or
Section 2.11(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining Loans bearing interest at the LIBOR Rate and (ii) in the reasonable judgment of such Affected Lender, such
designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially 

  
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disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such
Affected Lender in connection with any such designation or assignment. 
 (c)    Notwithstanding anything herein to the
contrary, the protection of Sections 2.05(h) and 2.05(j) and this Section 2.11 shall be available to each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of
the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for lenders affected thereby to comply therewith. Notwithstanding any
other provision herein, no Lender shall demand compensation pursuant to this Section 2.11 if it shall not at the time be the general policy or practice of such Lender (as the case may be) to demand such compensation in
similar circumstances under comparable provisions of other credit agreements, if any. 
 2.12    Collections;
Crediting Payments. 
 (a)    The Loan Parties shall establish and maintain cash management services of a type,
number, with a financial institution (the “Depositary Bank”) and on terms, in each case, reasonably satisfactory to Agent (including, during any Third Party Agent Retention Period, the Third Party Agent), and shall open a lockbox
(the “Lockbox”) with the Depositary Bank. Collected funds in the Lockbox shall be deposited into an account with the Depository Bank established by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) and
subject to Agent’s (or, during any Third Party Agent Retention Period, the Third Party Agent’s) sole dominion and control (including, but not limited to the sole power of withdrawal) (the “Blocked Account”). Each Loan
Party shall take reasonable steps to (i) ensure that all of its Account Debtors forward payment of the amounts owed by such Account Debtors directly to the Lockbox or to the Blocked Account, and (ii) deposit or cause to be deposited
promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of the Loan Parties’ collections and proceeds of Collateral (including those sent directly by Account Debtors to any Loan Party) into the
Blocked Account. Each Deposit Account (excluding any Excluded Account) of a Loan Party and each Securities Account (excluding any Excluded Account) of a Loan Party shall be subject to a Control Agreement among such Loan Party, the applicable bank or
securities intermediary, Agent and Term Agent, and no Loan Party will permit any Investment consisting of cash, Cash Equivalents or amounts credited to a Deposit Account (excluding any Excluded Account) or a Securities Account (excluding any
Excluded Account) to be maintained in a Deposit Account or Securities Account unless such Deposit Account or Securities Account, as applicable, is subject to a Control Agreement among such Loan Party, the applicable bank or securities intermediary,
and Agent. The agreement(s) relating to the Blocked Account between Agent, such financial institution and Borrowers shall be in form and content satisfactory to Agent. 

(b)    The Loan Parties shall cause Persons processing or collecting any credit card payments or proceeds of receivables
on behalf of the Loan Parties to deliver such payments or proceeds to the Blocked Account promptly, but not less frequently than once every week. 

(c)    On each Business Day, Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) shall
withdraw available funds from the Blocked Account, deposit such funds in the Agent’s Account, and credit available funds received in the Agent’s Account to the payment of the Obligations. Agent shall credit to the payment of the
Obligations any other form 

  
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of funds received by Agent (or Third Party Agent, as applicable) in the Agent’s Account for which Agent (or Third Party Agent, as applicable) has received notice that such funds are
collected and available to Agent (or Third Party Agent, as applicable) (i) on the same day of Agent’s (or Third Party Agent, as applicable) receipt of such notice if such notice is received by Agent (or Third Party Agent, as applicable) on
or before 2 p.m. Eastern Time on a Business Day, and (ii) on the Business Day immediately following Agent’s (or Third Party Agent’s, as applicable) receipt of such notice if such notice is received by Agent (or Third Party Agent, as
applicable) after 2 p.m. Eastern Time on a Business Day, or if such notice is received by Agent (or the Third Party Agent, as applicable) on a day that is not a Business Day. It is understood and agreed that transfer of funds from the Blocked
Account to the Agent’s Account may take up to two (2) Business Days. Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such
payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent’s (or Third Party Agent’s, as applicable) separate account) shall be apportioned ratably among the Lenders having a Pro
Rata Share of the type of Obligation or Commitment to which a particular fee relates. All payments and proceeds of Collateral received by Agent (or the Third Party Agent, as applicable) shall be applied in accordance with
Section 2.03(b). 
 (d)    All funds credited to the payment of the Obligations in accordance
with Section 2.12(a) above are conditional upon final payment to Agent (or the Third Party Agent, as applicable) in cash or solvent credits of the items giving rise to such funds. If any item credited to the payment of the
Obligations is not paid to Agent (or the Third Party Agent, as applicable) (or payment thereof is rescinded or required to be returned by the Agent (or the Third Party Agent, as applicable)), the amount of any credit given for such item shall be
charged to the balance of the Obligations whether or not the item is returned. 
 (e)    For purposes of computing
interest on the Obligations, Borrowers acknowledge that interest shall continue to accrue on the amount of any funds credited to the payment of the Obligations in accordance with this Section 2.12 for three Business Days
after the date so credited. The parties acknowledge and agree that the economic benefit of the foregoing provisions of this Section 2.12(e) shall be for the exclusive benefit of Agent (and the Third Party Agent, as
applicable) and the Lenders. 
 2.13     Appointment of Borrower Representative. 

(a)    Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans and other Obligations in the name or on behalf of such Borrower and any other Borrowers, deliver requests for Borrowings Notices
of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all
other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Loan Documents. Agent (including any Third Party Agent, as applicable) and Lenders may
disburse the Loans to such bank account or Deposit Account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower.
Notwithstanding anything to the contrary contained herein, Agent (or, during any Third 

  
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Party Agent Retention Period, the Third Party Agent) may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account
of such Borrower. 
 (b)    Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.13. Borrower Representative shall ensure that the disbursement of any Loans that are at any
time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. 

(c)    Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive
statements on account and all other notices from Agent and/or Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. 

(d)    Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any
Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered
directly by such Borrower. 
 (e)    No resignation by or termination of the appointment of Borrower Representative as
agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent (and, during any Third Party
Agent Retention Period, also to the Third Party Agent) and the Lenders. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be
reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring
Borrower Representative and the term “Borrower Representative” shall mean such successor Borrower Representative for all purposes of this Agreement and the other Loan Documents, and the retiring or terminated Borrower Representative’s
appointment, powers and duties as Borrower Representative shall be thereupon terminated. 
 2.14    Joint and
Several Liability of Borrowers. 
 (a)    Each Borrower is accepting joint and several liability hereunder and under
the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the
other Borrowers to accept joint and several liability for the Obligations. 
 (b)    Each Borrower, jointly and
severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of
all of the Obligations (including any Obligations arising under this Section 2.14), it being the intention of the parties hereto that all the 

  
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Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. 

(c)    If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and
when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. 

(d)    The Obligations of each Borrower under the provisions of this Section 2.14 constitute the
absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other
circumstances whatsoever. 
 (e)    Except as otherwise expressly provided in this Agreement, each Borrower hereby
waives notice of acceptance of its joint and several liability, notice of any Advances issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement or
any other Loan Document, notice of any action at any time taken or omitted by Agent (including any Third Party Agent), the Lenders or any other member of the Lender Group under or in respect of any of the Obligations, any requirement of diligence or
to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement) and the other Loan Documents.
Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any
waiver, consent or other action or acquiescence by Agent (including any Third Party Agent), the Lenders or any other member of the Lender Group at any time or times in respect of any default by any Borrower in the performance or satisfaction of any
term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent (including any Third Party Agent), the Lenders or any other member of the Lender Group in respect of any of the Obligations, and the taking,
addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the
foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Agent (including any Third Party Agent), any Lender or any other member of the Lender Group with respect to the failure by any Borrower to
comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the
provisions of this Section 2.14 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.14, it being the
intention of each Borrower that, so long as any of the Obligations hereunder and under the other Loan Documents remain unsatisfied and unpaid in full in cash and the Revolver Commitments have not been terminated, the Obligations of each Borrower
under this Section 2.14 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.14 shall not be
diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction, division, split, merger, 

  
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consolidation or similar proceeding with respect to any Borrower or any other Loan Party or Agent (including any Third Party Agent), any Lender or any other member of the Lender Group. 

(f)    Each Borrower represents and warrants to Agent (including any Third Party Agent), the Lenders and the other members
of the Lender Group that such Borrower is currently informed of the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each
Borrower further represents and warrants to Agent (including any Third Party Agent), the Lenders and the other members of the Lender Group that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower
hereby covenants that such Borrower will continue to keep informed of the other Borrowers’ financial condition, the financial condition of other Guarantors and Loan Parties, if any, and of all other circumstances which bear upon the risk of
nonpayment or nonperformance of the Obligations. 
 (g)    Each Borrower waives all rights and defenses arising out of
an election of remedies by Agent (including any Third Party Agent), any Lender or any other member of the Lender Group, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation,
has destroyed Agent’s (including any Third Party Agent’s), such Lender’s or such other member of the Lender Group’s rights of subrogation and reimbursement against any Borrower by the operation of Section 580(d) of the
California Code of Civil Procedure, any comparable statute, or otherwise. 
 (h)    Each Borrower waives all rights and
defenses that such Borrower may have because the Obligations are or become secured by Real Property. This means, among other things: 

(i)    Agent (including any Third Party Agent), the Lenders and the other members of the Lender Group may collect from
such Borrower without first foreclosing on any Real Property Collateral or personal property Collateral pledged by Borrowers. 

(ii)    If Agent (including any Third Party Agent), any Lender or any other member of the Lender Group forecloses on any
Real Property Collateral pledged by any Borrower or any Guarantor: 
 (A)    the amount of the
Obligations may be reduced only by the price for which such Collateral is sold at the foreclosure sale, even if such Collateral is worth more than the sale price; and 

(B)    Agent (including any Third Party Agent), the Lenders and the other members of the Lender Group may
collect from such Borrower even if Agent or Lenders, by foreclosing on the Real Property Collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. 

This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by Real Property. These
rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure or any comparable statutes or Applicable Laws. 

  
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 (i)    The provisions of this Section 2.14 are
made for the benefit of Agent (including any Third Party Agent), Lenders, the other members of the Lender Group and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as
occasion therefor may arise and without requirement on the part of Agent (including any Third Party Agent), any Lender, any other member of the Lender Group, any of their respective successors or assigns first to marshal any of its or their claims
or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any
other remedy. The provisions of this Section 2.14 shall remain in effect until all of the Obligations shall have been paid in full in cash, and all of the Commitments have been terminated, in accordance with the terms of
this Agreement. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent (including any Third Party Agent), any Lender or any other member of the
Lender Group upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated in effect, as though such payment had not been made. 

(j)    Until the Obligations have been paid in full in cash and all of the Commitments have been terminated, each Borrower
hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent
(including any Third Party Agent), any Lender or any other member of the Lender Group with respect to any of the Obligations or any collateral security therefor. Any claim which any Borrower may have against any other Borrower with respect to any
payments to Agent (including any Third Party Agent), any Lender or any other member of the Lender Group hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and a termination of all of the Commitments, and, in the event of any Insolvency Proceeding or any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash and all
Commitments shall be terminated before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. 

(k)    Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of
Default, the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations and a termination of all of the Commitments. Each
Borrower hereby agrees that after the occurrence and during the continuance of any Event of Default and direction from Agent or the Required Lenders, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any
other Borrower owing to such Borrower until all of the Obligations shall have been paid in full in cash and all of the Commitments have been terminated. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any
amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent (or, during any Third Party Agent Retention 

  
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Period, the Third Party Agent), and such Borrower shall deliver any such amounts to Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) for application to the
Obligations in accordance with Section 2.03(b). 
 ARTICLE III. 

CONDITIONS; TERM OF AGREEMENT. 

3.01    Conditions Precedent to the Initial Extension of Credit. The effectiveness of this Agreement is
subject to the fulfillment, to the satisfaction of Agent (including any Third Party Agent) and each Lender, of each of the following conditions precedent: 

(a)    a Third Party Agent Retention Period shall exist with Cortland as the Third Party Agent; 

(b)    Agent shall have received appropriate financing statements on Form UCC-1
duly filed (or to be filed) in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect Agent’s Liens in and to the Collateral; 

(c)    Agent (including any Third Party Agent) and the Lenders shall have received each of the following documents, in
form and substance satisfactory to Agent (including any Third Party Agent) and the Lenders, duly executed and delivered, and each such document shall be in full force and effect: 

(i)    this Agreement; 

(ii)    a completed Borrowing Base Certificate (Third Party Agent) dated as of July 31, 2018; 

(iii)    the Control Agreements required by Agent or the Lenders to be delivered on the Closing Date; 

(iv)    the Notes; 

(v)    the Guaranty and Security Agreement; 

(vi)    the Intercompany Subordination Agreement; 

(vii)    a Perfection Certificate; 

(viii)    the Copyright Security Agreement; 

(ix)    the Patent Security Agreement; 

(x)    the Intercreditor Agreement; and 

(xi)    the Trademark Security Agreement; 

  
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 (d)    Agent shall have received a certificate from an Authorized
Officer of each Loan Party: 
 (i)    attesting to the resolutions of such Loan Party’s board of directors
authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, 

(ii)    authorizing specific officers of such Loan Party to execute the same, attesting to the incumbency and signatures
of such specific officers of such Loan Party, 
 (iii)    attesting to copies of each Loan Party’s Organizational
Documents, as amended, modified, or supplemented to the Closing Date, which Organizational Documents shall be (A) certified by an Authorized Officer of such Loan Party, and (B) with respect to Organizational Documents that are charter
documents, certified as of a recent date (not more than thirty (30) days prior to the Closing Date) by the appropriate governmental official, 

(iv)    attesting to certificates of status with respect to each Loan Party, dated within ten (10) days of the
Closing Date, such certificates to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificates shall indicate that such Loan Party is in good standing in such jurisdiction, and 

(v)    attesting to certificates of status with respect to each Loan Party, each dated within thirty (30) days of the
Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which such Loan Party’s failure to be duly qualified or licensed would constitute a
Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions; 

(e)    after giving effect to any Loans funded on the Closing Date, the payment of all fees, costs and expenses required
to be paid by Borrowers, Excess Availability plus Qualified Cash shall be greater than or equal to $22,500,000; 

(f)    since December 31, 2017, there shall not have occurred a Material Adverse Effect; 

(g)    [reserved]; 

(h)    Agent and the Lenders shall have received all requested Collateral Access Agreements in favor of Agent, from all
mortgagees, landlords and operators of warehouses in which a Loan Party operates or maintains any Collateral; provided that any locations not subject to such Collateral Access Agreements shall be subject to a Landlord Reserve at Agent’s
(including, during any Third Party Agent Retention Period, the Third Party Agent’s) Permitted Discretion; 

(i)    Agent and the Lenders shall have received a certificate of insurance, together with the endorsements thereto, as
are required by Section 5.03, the form and substance of which shall be satisfactory to Agent and the Lenders; 

(j)    Agent and the Lenders shall have received an opinion of the Loan Parties’ counsel in form and substance
reasonably satisfactory to Agent and the Lenders; 

  
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 (k)    Agent (including any Third Party Agent) and the Lenders shall
have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers’ and their Subsidiaries books and records and verification of Borrowers’ representations and warranties to
Agent (including any Third Party Agent) and the Lenders, the results of which shall be satisfactory to Agent (including any Third Party Agent) and the Lenders, (ii) an inspection of each of the locations where the Loan Parties’ and their
Subsidiaries’ Inventory and Equipment is located, the results of which shall be satisfactory to Agent (including any Third Party Agent) and the Lenders, (iii) satisfactory review by Agent (including any Third Party Agent) and the Lenders
of all contracts with Federal, state, municipal and governmental agencies, and (iv) a review of the Loan Parties’ and their Subsidiaries’ insurance, which shall in each case be satisfactory to Agent and the Lenders; 

(l)    Agent (including any Third Party Agent) and the Lenders shall have received completed reference and background
checks with respect to Borrowers’ senior management, the results of which are satisfactory to Agent (including any Third Party Agent) and the Lenders in Agent’s (including any Third Party Agent’s) and each Lender’s sole
discretion; 
 (m)    Agent (including any Third Party Agent) and the Lenders shall have received an audit of Eligible
Accounts, and an appraisal of the Eligible Inventory (and, if requested by Agent (or any Third Party Agent), Eligible Equipment), in each case the results of which shall be satisfactory to Agent (including any Third Party Agent) and the Lenders;

 (n)    Borrowers shall have paid in cash all Lender Group Expenses incurred in connection with the transactions
evidenced by this Agreement or any other Loan Documents and paid all fees in cash required to be paid in accordance with the terms of this Agreement and the other Loan Documents; 

(o)    Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions
required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; 

(p)    Agent and the Lenders shall have received the Term Debt Documents, in form and substance reasonably satisfactory to
Agent and the Lenders; 
 (q)    the final corporate and capital structure of Borrowers and their Subsidiaries shall be
reasonably satisfactory to Agent (including any Third Party Agent) and the Lenders; 
 (r)    all other documents and
legal matters in connection with the transactions contemplated by this Agreement or any other Loan Document shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent and the Lenders. 

3.02    Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member
thereof) to make any Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent: 

  
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 (a)    the representations and warranties of Borrowers or their
Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in
which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof) as of such earlier date); 
 (b)    no Default or Event of Default shall have occurred
and be continuing on the date of such extension of credit, nor shall either result from the making thereof; 

(c)    the receipt by Agent (and/or the Third Party Agent, as applicable) from Borrower Representative of (A) a
request for Borrowing pursuant to the requirements of Section 2.02(a), and (B) in the case of clause (i) (solely with respect to Revolving Loans or Revolver Commitments), (x) during a
Non-Third Party Agent Retention Period, if requested by Agent within one Business Day of receipt of such request for Borrowing, an updated Borrowing Base Certificate (Agent), and (y) during a Third Party
Agent Retention Period, an updated Borrowing Base Certificate (Third Party Agent) no later than 12:00 p.m. on the date of such request; 

(d)    after giving effect to the making of any such Loan, (i) the Revolver Usage on such date (after giving effect
to any such proposed Loan or credit extension) does not exceed (ii) either (A) the Borrowing Base reflected in the Borrowing Base Certificate referred to in Section 3.02(c) above (as adjusted by Agent (or the
Third Party Agent, as applicable) for Reserves established by Agent (or the Third Party Agent, as applicable) from time to time) or (B) the Maximum Revolver Amount; and 

(e)    after giving effect to the making of any such Loan, a Maximum Decreased Market Capitalization Overadvance Event
shall not have occurred. 
 3.03    Effect of Maturity. On the Maturity Date, all commitments (including
the Commitments) of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all
of the Obligations in full in cash. No termination of the obligations of the Lender Group in accordance with this Agreement (other than payment in full in cash of all of the Obligations and termination of all of the Commitments) shall relieve or
discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been
paid in full in cash and the Commitments have been terminated. When all of the Obligations have been paid in full in cash and the Lender Group’s obligations to provide additional credit under the Loan Documents (and all of the Commitments) have
been terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in
recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent. 

  
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 3.04    Conditions Subsequent. The obligation of the
Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.04
(the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent in its sole discretion, which Agent may do without obtaining
the consent of the other members of the Lender Group), shall constitute an immediate Event of Default). 
 ARTICLE IV. 

REPRESENTATIONS AND WARRANTIES. 

In order to induce the Agent and the Lenders to enter into this Agreement, each of the Borrowers make the following representations and
warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof), as of the Closing Date (in the form and substance of the Credit Agreement (as defined in the Second Amendment but without giving effect to any amendments or modifications thereto)), the Second Amendment Date (in the
form and substance of the Amended Credit Agreement (as defined in the Second Amendment)), the Second Amendment Effective Date (in the form and substance of the Amended Credit Agreement (as defined in the Second Amendment)) and the Fourth Amendment
Effective Date (in the form and substance of the of the Amended Credit Agreement (as defined in the Fourth Amendment), and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Loan (or other extension of credit) made thereafter, as though made on and as of the date of such
Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the
execution and delivery of this Agreement: 
 4.01    Due Organization and Qualification; No Event of Default;
Solvency. 
 (a)    Each Loan Party is (i) conducting its business in compliance with its Organizational
Documents and (ii) not in violation of its Organizational Documents. Each Loan Party’s Organizational Documents are in full force and effect. 

(b)    No Default or Event of Default has occurred or will result from the transactions contemplated by the Loan
Documents. 
 (c)    Each Loan Party (i) is Solvent and (ii) has not taken action, and no such action has been
taken by a third party, for its winding up, dissolution or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for any Loan Party or any
or all of its assets or revenues; provided, however, that, for the avoidance of doubt, no such representation in this Section 4.01(c) is made in respect of any Immaterial Subsidiary. 

  
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 (d)    No Lien exists on any Loan Party’s assets, except for
Permitted Liens. 
 (e)    The obligation of the Loan Parties to make any payment under this Agreement or the other Loan
Documents (together with all charges in connection therewith) is absolute and unconditional. 
 (f)    No Indebtedness
of any Loan Party exists other than Permitted Indebtedness. 
 4.02     Existence; Power and
Authority. Each Loan Party is validly existing as a corporation, limited liability company or limited partnership, as applicable, and is in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as
applicable. Each Loan Party (i) has full power and authority (and all governmental licenses, authorizations, Permits, consents and approvals) to (A) own its properties and conduct its business (solely with respect to governmental licenses,
authorizations, Permits, consents and approvals, except where the failure to have such governmental licenses, authorizations, Permits, consents and approvals could not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect) and (B) to enter into, and perform its obligations under, the Loan Documents and consummate the transactions contemplated under the Loan Documents, and (ii) is duly qualified as a foreign corporation, limited liability
company or limited partnership, as applicable, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, in each
case of this clause (ii), where the failure to be so qualified, licensed or in good standing could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

4.03    Litigation. 

(a)    There is no pending, or threatened, action, suit or other proceeding (i) to which any Loan Party is a party,
(ii) which purports to affect or pertain to (A) the Loan Documents, the Convertible Note Documents or the Transactions, (B) the execution, delivery or performance by any Loan Party or any of its Subsidiaries hereunder or thereunder or
(C) the rights, remedies and benefits provided (or purported to be provided) to the Loan Parties hereunder or thereunder, (iii) which purports to affect or pertain to any other transactions contemplated by the Loan Documents, the
Convertible Note Documents or the Transactions that are not covered by clause (ii) above, or (iv) which has as the subject thereof any assets owned by any Loan Party or any of its Subsidiaries, which (y) in the case of clause (i),
clause (iii) and clause (iv), could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (z) in the case of clause (ii), could reasonably be expect to result in monetary judgments or relief,
individually or in the aggregate, in excess of $2,000,000. As of the Closing Date, other than as set forth on Schedule 4.03, there is no pending or, to the knowledge of the Loan Parties, threatened, any action, suit or other proceeding before
any Governmental Authority (A) to which any Loan Party is a party, (B) which purports to affect or pertain to the Loan Documents, the Transactions or any other transaction contemplated hereby or thereby or (C) which has as the subject
thereof any assets owned by any Loan Party or any of its Subsidiaries, in each case which could reasonably be expected to result in monetary judgments or relief, individually or in the aggregate, in excess of $2,000,000. 

  
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 (b)    No action, suit, proceeding, claim, event or disclosure set forth
on Schedule 4.03 could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

(c)    No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other
Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document or directing that the transactions provided for herein or therein not be consummated as herein or therein
provided. 
 (d)    Other than as set forth on Schedule 4.03, (i) at all times on and after the Closing Date
until and including the Second Amendment Effective Date, and (ii) at all time that this representation and warranty is made on and after the Second Amendment Effective Date, in each case of clause (A) and clause (B), none of the current
directors (or equivalent persons) or current officers of Endologix and its Subsidiaries has been (1) convicted or has pled no contest (or agreed to a settlement or plea agreement related) to, or been subject to any order of any Governmental
Authority relating to, any violations of any securities laws, rules or regulations, or (2) been enjoined from engaging in any conduct relating to offers or sales of securities or service as an officer or director of a public company. 

(e)    No Loan Party is subject to any proceeding, suit or, to any Loan Party’s knowledge, investigation by any
federal, state or local government or quasi-governmental body, agency, board or authority or any other administrative or investigative body (including the Office of the Inspector General of the United States Department of Health and Human Services)
which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on any Loan Party. 

4.04    Due Authorization; No Conflict. 

(a)    As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it
is a party have been duly authorized by all necessary action on the part of such Loan Party and no further consent or authorization is required by the Loan Party, the Loan Party’s board of directors (or other equivalent governing body) or the
holders of the Loan Party’s Stock. Each of this Agreement and the other Loan Documents has been duly executed and delivered by each of the Loan Parties and constitutes a valid, legal and binding obligation of each Loan Party, enforceable in
accordance with its respective terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally. 

(b)    The execution, delivery and performance of this Agreement and the other Loan Documents by each Loan Party party
thereto and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or
imposition of any Lien (other than pursuant to the Loan Documents) upon any assets of any such Loan Party pursuant to, any agreement, document or instrument to which such Loan Party is a party or by which any Loan Party is bound or to which any of
the assets or property of any Loan Party is subject, except, with respect to this clause (i), as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) result in any violation of or conflict
with the provisions of the Organizational Documents, (iii) result in the violation of any Applicable Law, 

  
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(iv) result in the violation of any judgment, order, rule, regulation or decree of any Governmental Authority, or (v) violate, conflict with or cause a breach or a default under any
agreement or instrument binding upon it, except, with respect to clauses (iii) and (v) only, as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, Authorization or order
of, or registration or filing with any Governmental Authority is required for (x) the execution, delivery and performance of this Agreement or any of the other Loan Documents, and the issuance of the Securities hereunder and thereunder, and
(y) the consummation by any Loan Party of the Transactions or the other transactions contemplated hereby or thereby, except for (A) the filings necessary to perfect the Liens created by the applicable Loan Documents and (B) any
necessary filings with the SEC. 
 (c)    Other than has been obtained, no Authorization is required for (i) the
execution and delivery of this Agreement or the other Loan Documents, or (ii) the consummation of the Transactions and the other transactions contemplated hereby and thereby. 

(d)    Each Loan Party and its Subsidiaries are in compliance with Applicable Law except as could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect. 
 4.05    Permits and
Authorizations. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (a) (i) each Loan Party holds, and is operating in compliance in all material respects with, all franchises,
grants, Authorizations, licenses, permits, easements, consents, certificates and orders of any Governmental Authority (collectively, “Necessary Documents”) required for the conduct of its business and (ii) all Necessary
Documents are valid and in full force and effect and (b) no Loan Party has (i) received written notice of any revocation, non-renewal, amendment, expiration, suspension, limitation, withdrawal,
cancellation or other modification of any of the Necessary Documents and (ii) reason to believe that any of the Necessary Documents will not be renewed in the ordinary course of business. 

4.06    Title to Assets; No Encumbrances. As of the Fourth Amendment Effective Date, the Real Property
listed in Schedule 4.06 constitutes all of the Real Property of each Loan Party and each of its Subsidiaries. Each Loan Party has good and marketable title to all of its assets and property free and clear of all Liens, except Permitted Liens.
Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the property held under lease by each Loan Party is held under valid, subsisting and enforceable leases with only such exceptions with
respect to any particular lease as do not interfere in any material respect with the conduct of the business of such Loan Party. 

4.07    Intellectual Property. Each Loan Party owns, or, to the knowledge of the Loan Parties and their
Subsidiaries, has the right to use pursuant to a valid and enforceable written license, all IP, in each case (and without any knowledge qualifier applicable thereto) free and clear of any Liens other than Permitted Licenses and Permitted Liens. All
IP that is registered with or issued by a Governmental Authority that is currently in the name of a Loan Party is, to the knowledge of the Loan Parties and their Subsidiaries, valid and enforceable. Each patent constituting a Material Intangible
Asset is, to the knowledge of the Loan Parties and their Subsidiaries, valid and enforceable and no part of the Material Intangible Assets has been judged 

  
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invalid or unenforceable, in whole or in part. Except as set forth on Schedule 4.07, as of the Closing Date, there is no pending or, to the knowledge of the Loan Parties, threatened
action, suit, other proceeding or claim by any Person challenging or contesting the validity, ownership, or enforceability of any Material Intangible Asset, the use thereof by any Loan Party, or other rights of any Loan Party in or to any Material
Intangible Asset, and no Loan Party has received any written notice regarding any such action, suit, other proceeding or claim. At all times after the Closing Date when this representation is made or deemed made, there is no pending or, to the
knowledge of the Borrowers, threatened action, suit, other proceeding or claim by any Person challenging or contesting the validity, ownership, or enforceability of any Material Intangible Asset, the use thereof by any Loan Party, or other rights of
any Loan Party in or to any Material Intangible Asset, and no Borrower has received any written notice regarding any such action, suit, other proceeding or claim, except that could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect. With respect to each action, suit, proceeding, claim, challenge, contest, event and disclosure listed on Schedule 4.07, none of them could reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect. Neither the conduct of the business of any Loan Party, nor any Loan Party, has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property of any
Person, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Other than as set forth on Schedule 4.03, on the Closing Date, there is no pending or, to the knowledge of the Loan
Parties, threatened action, suit, other proceeding or claim by any Person alleging that any Loan Party is infringing, misappropriating or violating, or otherwise using without authorization, any Intellectual Property of any Person, and no Loan Party
has received any written notice regarding, any such action, suit, other proceeding or claim. With respect to each action, suit, proceeding, claim, event or disclosure listed on Schedule 4.03, none of them could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect. Other than as set forth (x) in Section 3.b. of the Perfection Certificate dated as of (and delivered by the Loan Parties on) the Closing Date and
(y) on Schedule I to the Third Amendment, no Loan Party is a party to, or bound by, any options, licenses, franchise or other agreements, written or oral, relating to trademarks, patents, copyrights, other
know-how or IP (or granting any right, title or interest in or to any IP) that require annual payments in excess of $25,000 individually. 

4.08    No Default. No Loan Party is, except as could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, in breach of or otherwise in default under, and no event has occurred which, with notice or lapse of time or both, would constitute such breach or other default in the performance of any agreement or
condition contained in any agreement under which it may be bound, or to which any of its assets is subject 

4.09    Taxes.    All U.S. federal, state and local income and franchise and other
material Tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliates have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in
all material respects, and all Taxes, assessments and other governmental charges and impositions reflected therein or otherwise due and payable have been paid prior to the date on which any material Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance
with 

  
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GAAP. As of the Fourth Amendment Effective Date, no material Tax Return is under audit or examination by any Governmental Authority, and no Tax Affiliate has received written notice from any
Governmental Authority of any audit or examination or any assertion of any claim for material Taxes. To the extent material, proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full
and complete compliance with the Tax, social security and unemployment withholding provisions of Applicable Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a
“listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax
Affiliate is the common parent. 
 4.10    Compliance with Laws. Except as could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect after the Closing Date, each Loan Party: (a) at all times has complied with all Applicable Laws; (b) has not received any warning letter or other correspondence
or notice from the any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (c) possesses and complies with the Authorizations, which are valid and in full force and effect; (d) has not
received written notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, cancel, withdraw, modify or revoke any Authorization and has no knowledge that any Governmental Authority is considering such
action; (e) has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions, renewals and supplements or amendments as required by any Applicable Laws or Authorizations and
(f) has not received any notice, and are not aware, of any violation of applicable antitrust laws, employment or landlord-tenant laws of any federal, state or local government or quasi-governmental body, agency, board or other authority with
respect to the Loan Parties. 
 4.11    SEC Filings. Endologix has filed all of the SEC Documents, within
the time frames prescribed by the SEC for the filing of such SEC Documents such that each filing was timely filed with the SEC. Endologix has filed and made publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval
system (including any successor thereto, “EDGAR”) on or prior to the date this representation is made, true, correct and complete copies of the SEC Documents. As of their respective dates, each of the SEC Documents complied in all
material respects with the requirements of the Securities Act and/or the Exchange Act (as applicable) applicable to the SEC Documents. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the filing of the SEC Documents, no
event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment or a supplement has not been filed and made publicly available on EDGAR (and true, correct and complete copies of such
amendment or supplement, if any, have been delivered to the Secured Parties or their respective representatives) on or prior to the date this representation is made. Endologix has not received any written comments from the SEC staff that have not
been resolved, to the knowledge of Endologix, to the satisfaction of the SEC staff. 
 4.12    Financial
Statements. As of their respective dates, the consolidated financial statements of Endologix and its Subsidiaries included in the SEC Documents complied as to form 

  
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in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in
accordance with GAAP, consistently applied (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and lack of footnote disclosures), and fairly present in all
material respects the consolidated financial position of Endologix and its Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods then ended (subject, in
the case of unaudited quarterly financial statements, to normal year-end audit adjustments and lack of footnote disclosures). The accounting firm that expressed its opinion with respect to the consolidated
financial statements included in Endologix’s most recently filed annual report on 10-K, and reviewed the consolidated financial statements included in Endologix’s most recently filed quarterly report
on 10-Q, was independent of Endologix pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC
and as required by the applicable rules and guidance from the Public Company Accounting Oversight Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC.
There is no transaction, arrangement or other relationship between Endologix (or any of its Subsidiaries) and an unconsolidated or other off-balance-sheet Person that is required to be disclosed by Endologix
in the SEC Documents that has not been so disclosed in the SEC Documents. Neither Endologix nor any of its Subsidiaries is required to file or will be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior
to the date this representation is made and to which Endologix or any of its Subsidiaries is a party or by which Endologix or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by
reference) to the Borrower’s reports filed or made with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Loan Documents and any fees and expenses in connection
therewith, (ii) liabilities accrued for in the latest balance sheet included in Endologix’s most recent periodic report (on 10-Q or 10-K) filed prior to the
date this representation is made (the date of such balance sheet, the “Latest Balance Sheet Date”), (iii) liabilities incurred in the ordinary course of business consistent with past practice since the later of the (A) Closing
Date and (B) the Latest Balance Sheet Date and (iv) liabilities set forth on the Schedules to this Agreement, Endologix and its Subsidiaries do not have any other material liabilities (whether fixed or unfixed, known or unknown, absolute
or contingent, asserted or unasserted, choate or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any action, claim, suit or proceeding with respect thereto is instituted). Since December 31, 2016, there has
been no Material Adverse Effect or any event or circumstance which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All financial performance projections delivered to any Secured Party,
including the financial performance projections delivered on or prior to the Second Amendment Date, if any, represent Endologix’s and its Subsidiaries’ good faith estimate of future financial performance and are based on assumptions
believed by Endologix and its Subsidiaries to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and the Lenders that projections as to future events are not to be viewed as facts and that the
actual results during the period or periods covered by such projections may differ from the projected results and such differences may be material. 

4.13    Internal Controls. 
  

  
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 (a)    Each Borrower and its respective Subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liability is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences (such internal accounting
controls (including clauses (i) – (iv) above), collectively, “Internal Controls”). 

(b)    Endologix and its Subsidiaries has timely filed and made publicly available on EDGAR all certifications, statements
and documents required by Rule 13a-14 or Rule 15d-14 under the Exchange Act. Endologix and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that the information required to be disclosed by Endologix and its
Subsidiaries in the reports that they file with or submit to the SEC (i) is recorded, processed, summarized and reported accurately within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and
communicated to Endologix’s (and, to the extent applicable, its Subsidiaries’) management, including its or their principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure. Endologix and its Subsidiaries maintain internal control (including Internal Controls) over financial reporting required by Rule 13a-15 or Rule 15d-15 under
the Exchange Act; such internal control (including Internal Controls) over financial reporting is effective and does not contain any material weaknesses. 

4.14    ERISA. (i) No Loan Party has engaged, and to the knowledge of the Loan Parties, no other Person
has engaged in any “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the IRC that is not exempt under ERISA Section 408 or Section 4975 of the IRC, under any applicable regulations and
published interpretations thereunder or under any applicable prohibited transaction, individual or class exemption issued by the Department of Labor, with respect to any Employee Benefit Plan, except as for such transaction that could not be
expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) (A) at no time within the last seven years has any Borrower or any ERISA Affiliate maintained, sponsored, participated in, contributed to or had any Liability
with respect to, and (B) no Loan Party or any ERISA Affiliate has any Liability or obligation in respect of, any Title IV Plan, Multiemployer Plan or any multiple employer plan for which any Borrower or any ERISA Affiliate has incurred or could
incur Liability under Section 4063 or 4064 of ERISA, (iii) each Employee Benefit Plan is and has been operated in compliance with its terms and all Applicable Laws, including ERISA and the IRC, except for such failures to comply that could
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (iv) (A) no ERISA Event has occurred and (B) no event or condition exists or existed that could reasonably be expected to subject any Borrower
or any ERISA Affiliate to any tax, fine, lien, penalty or Liability imposed by ERISA, the IRC or other Applicable Law, except for any such ERISA Event or tax, fine, lien, penalty or liability that could not be expected, individually or in the
aggregate, to have a Material Adverse Effect, and (v) no Loan Party maintains or has any obligation or Liability with respect to any 

  
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Foreign Benefit Plan that, individually or in the aggregate, could be expected to have a Material Adverse Effect. 

4.15    Subsidiaries. As of the Fourth Amendment Effective Date, the Borrower’s Subsidiaries are set
forth in Schedule 4.15 and the information set forth in Schedule 4.15 is true, correct and complete. 

4.16    No Dividends. Subsequent to December 31, 2015, Endologix has not declared or paid any
dividends or made any distribution of any kind with respect to its Stock, except as permitted hereunder. 

4.17    Stock. 

(a)    All of the issued and outstanding shares of Stock of Endologix are duly authorized and validly issued, fully paid
and nonassessable, have been issued in compliance with all applicable federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that
have not been waived in writing. 
 (b)    As of the Second Amendment Effective Date, all of Endologix’s
authorized, issued and outstanding shares of Stock of Endologix and each of its Subsidiaries are set forth in Schedule 4.17, and, except as set forth in Schedule 4.17, there are no (i) Stock options or other Stock incentive plans,
employee Stock purchase plans or other plans, programs or arrangements of Endologix or any of its Subsidiaries under which Stock options, Stock or other Stock-based or Stock-linked awards are issued or issuable to officers, directors, employees,
consultants or other Persons, (ii) outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any
Stock of Endologix or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which Endologix or any of its Subsidiaries is or may become bound to issue additional Stock of Endologix or any of its Subsidiaries, or
options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of Stock of Endologix or any of its
Subsidiaries, (iii) agreements or arrangements under which Endologix or any of its Subsidiaries is obligated to register the sale of any of their securities or Stock under the Securities Act (except the Registration Rights Agreement), (iv)
outstanding Stock, securities or instruments of Endologix or any of its Subsidiaries that contain any redemption or similar provisions, or contracts, commitments, understandings or arrangements by which Endologix or any of its Subsidiaries is or may
become bound to redeem a security of Endologix other than under the Convertible Note Documents, (v) Stock or other securities or instruments containing anti-dilution or similar provisions that may be triggered by the issuance of securities of
Endologix or any of its Subsidiaries other than under the Convertible Note Documents or (vii) stock appreciation rights or “phantom stock” plans or agreements or any similar plans or agreements to which Endologix or any of its
Subsidiaries is a party or by which Endologix or any of its Subsidiaries is otherwise subject or bound. There are no (X) stockholders’ agreements, voting agreements or similar agreements to which Endologix or any of its Subsidiaries is a
party or by which Endologix or any of its Subsidiaries is otherwise subject or bound, other than in connection with clauses (i), (k) and (n) of the definition of “Permitted Investments”, (Y) preemptive rights or any other similar


  
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rights to which any Stock of Endologix or any of its Subsidiaries is subject or (Z) restrictions upon the voting or transfer of any Stock of Endologix or any of its Subsidiaries (other than
restrictions on transfer imposed by U.S. federal and state securities laws and other than as set forth in the Loan Documents and the Term Debt Documents). 

(c)    Endologix has furnished to Agent and each Lender true, correct and complete copies of each Loan Party’s
Organizational Documents and any amendments, restatements, supplements or modifications thereto, and all documents, agreements and instruments containing the terms of all securities and Stock convertible into, or exercisable or exchangeable for,
Common Stock or other Stock of any Loan Party or its Subsidiaries, and the material rights of the holders thereof in respect thereto. 

4.18    Material Contracts. 

(a)    Except for the Operative Documents, the Convertible Note Documents and the agreements set forth on Schedule
4.18, as of the Fourth Amendment Effective Date there are no Material Contracts. The consummation of the transactions contemplated by the Loan Documents will not give rise to a right to termination in favor of any party to any Material Contract
(other than any Loan Party), except for such Material Contracts the noncompliance with which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

(b)    None of the Borrowers nor any of their respective Subsidiaries are in breach or default under any Material
Contract, and, to the knowledge of the Borrowers, no other party to a Material Contract is in default or breach thereunder, except where any breach or default would not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. 
 4.19    Use of Proceeds. The proceeds of the Loans are intended to be and shall be used
(a) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, consistent with the terms and
conditions hereof, for general working capital and other corporate purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose
of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors). 

4.20    Environmental Condition. Except as set forth in Schedule 4.20 and except where any failures
to comply could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, each Loan Party and each Subsidiary of each Loan Party: 

(a)    is and has been in compliance with all applicable Environmental Laws, including obtaining and maintaining all
permits, licenses, consents, Authorizations and registrations required by any applicable Environmental Law (“Environmental Permits”), 

(b)    is not party to, and no Real Property currently (or to the knowledge of any Loan Party previously) owned, leased,
subleased, operated or otherwise occupied by or for any such Person is subject to or the subject of, any contractual obligation or any pending or, to the knowledge of any Loan Party, threatened, order, action, investigation, suit, proceeding, audit,
Lien, 

  
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claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law, 

(c)    has not caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Property, 

(d)    does not currently (or to the knowledge of any Loan Party, did not previously) own, lease, sublease operate or
otherwise occupy any Real Property that is contaminated by any Hazardous Materials and 
 (e)    is not, and has not
been, engaged in, and has not permitted any current or former tenant to engage in, operations in violation of any Environmental Law and knows of no facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental
Law, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar Environmental Laws. 

4.21    Governmental Regulation. None of any Loan Party, any Person controlling any Loan Party or any
Subsidiary of any Loan Party is (a) a company registered or required to be registered as an “investment company,” or a company “controlled” by a “registered investment company” or a “principal
underwriter” of an “investment company” within the meaning of the Investment Company Act, or otherwise registered or required to be registered, or subject to the restrictions imposed, by the Investment Company Act, or (b) subject
to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets, perform its obligations
under the Loan Documents or which may otherwise render all or any portion of the Obligations unenforceable. 

4.22    Employee and Labor Matters. There are no strikes, boycotts, grievances, work stoppages, slowdowns,
lockouts or other job actions existing, pending (or, to the knowledge of any Loan Party, threatened) against or involving any Loan Party or any Subsidiary of any Loan Party, except for those that could not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect. Except as set forth on Schedule 4.22, or except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (a) there is no memorandum of
understanding, collective bargaining or similar agreement, and there is no ongoing negotiation or duty to negotiate, with any union, labor organization, works council or similar representative covering any Employee or otherwise binding any Loan
Party or any Subsidiary of any Loan Party, (b) to the Loan Parties’ knowledge, no petition for certification or election of any such representative is existing or pending with respect to any Employee, (c) to the Loan Parties’
knowledge, no such representative has sought certification or recognition with respect to any Employee, and (d) to the Loan Parties’ knowledge, no Employee or his or her representative is engaged in any organizing efforts. Except as could
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all current and former Employees are and have been correctly classified as exempt or non-exempt under, and are
and have been paid in accordance with, all applicable federal, state, and local wage and hour laws. Further, all individuals who perform or have performed services for any Loan Party or any Subsidiary of any Loan Party are or were correctly
classified under each Employee Benefit Plan, 

  
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ERISA, the Internal Revenue Code and other Applicable Law as common law employees, independent contractors or other non-employee basis, or leased
employees, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each Loan Party and Subsidiary of any Loan Party are in material compliance with all Applicable Laws concerning employment,
including without limitation hiring, background checks, compensation, benefits, wages (including payment of overtime), wage deductions and withholdings, classification, immigration, work authorization, employment eligibility verification, reporting,
taxation, occupational health and safety, equal rights, labor relations, accommodations, breaks, notices, employment policies, paid or unpaid time off work, accessibility, privacy, and workers’ compensation, except for such noncompliance that
could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

4.23    Name and Address; Properties. During five (5) years preceding the Closing Date, no Loan Party
has been known by and has used any other name, whether corporate, fictitious or otherwise, except as set forth on Schedule 4.23. Schedule 4.23 also lists (a) each Loan Party’s jurisdiction of organization and legal
name and (b) each Loan Party’s organizational identification number. Each Loan Party’s chief executive office or sole place of business, in each case as of the Fourth Amendment Effective Date, is at the chief executive office or sole
place of business address identified as such in Schedule 4.23 and no Loan Party maintains any other offices or facilities except as described therein. 

4.24    Sanctions. Each Loan Party and each Subsidiary of each Loan Party is in compliance in all
material respects with all Sanctions laws as administered by OFAC and the U.S. State Department. No Loan Party and no Subsidiary of a Loan Party (i) is a Person on the list of the Specially Designated Nationals and Blocked Persons (the
“SDN List”), (ii) is a Person who is otherwise the target of Sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person, (iii) is a Sanctioned Entity, (iv) is owned or
controlled by (including by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a Sanctioned Entity such that the entry into, or
performance under, this Agreement or any other Loan Document would be prohibited by U.S. law, (v) has its assets located in Sanctioned Entities, or (vi) derives revenues from investments in, or transactions with Sanctioned Persons or
Sanctioned Entities. No proceeds of any Loan will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity. 

4.25    Anti-Money Laundering. Each Loan Party and each Subsidiary of each Loan Party is in compliance with
all Anti-Money Laundering Laws. No action, suit or proceeding by or before any court or Governmental Authority with respect to compliance with such Anti-Money Laundering Laws is pending or threatened to the knowledge of each Loan Party and each
Subsidiary of each Loan Party. 
 4.26    Anti-Corruption. Each Loan Party and each Subsidiary of
each Loan Party is in compliance in all material respects with all applicable Anti-Corruption Laws, including the FCPA. None of any Loan Party or any Subsidiary of a Loan Party, nor to the knowledge of any Loan Party or any Subsidiary thereof, any
director, officer, agent, employee or other Person acting on behalf of the Loan Party or any Subsidiary of a Loan Party, has taken any action, directly or indirectly, that would result in a violation of applicable Anti-Corruption Laws. No part of
the proceeds of the 

  
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Loans will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA. The Loan Parties and each Subsidiary of a Loan Party maintains
and implements policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws. 

4.27    Anti-Terrorism. To the extent applicable, each Loan Party and each of its Affiliates is in
compliance, in all material respects, with all Anti-Terrorism Laws. 
 4.28    Sarbanes-Oxley. Each
Borrower and its Subsidiaries are in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder (collectively, “Sarbanes-Oxley”). 

4.29    Accounting Practices. No Borrower, any their respective Subsidiaries nor, to the Borrowers’ or
such Subsidiaries’ knowledge, any director, officer or employee, of any of the Borrowers or any of their respective Subsidiaries, has received or otherwise obtained any material complaint, allegation, assertion or claim, whether written or
oral, regarding the accounting or auditing practices, procedures, methodologies or methods of such Borrower or any of its Subsidiaries or its internal accounting controls, including any complaint, allegation, assertion or claim that such Borrower or
any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing any Borrower or any of its Subsidiaries, whether or not employed by such Borrower or any of its Subsidiaries, has reported evidence of a
material violation of securities laws or breach of fiduciary duty or similar violation by such Borrower or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Borrower’s or any of its
Subsidiaries’ board of directors (or equivalent governing body) or any committee thereof or to any director (or equivalent person) or officer of such Borrower or any of its Subsidiaries pursuant to Section 307 of Sarbanes-Oxley, and the
SEC’s rules and regulations promulgated thereunder. There have been no internal or SEC investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, the
principal financial officer or the principal accounting officer (in each case, or officer holding such equivalent position) of any Borrower or any of their respective Subsidiaries, any Borrower’s or any of their respective Subsidiaries’
board of directors (or equivalent governing body) or any committee thereof. 
 4.30    Common Stock. The
Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and neither Endologix nor any of its Subsidiaries has taken, or will take, any action designed to terminate, or which to the knowledge of Endologix and its Subsidiaries
is likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act, nor has Endologix or any of its Subsidiaries received any notification that the SEC is contemplating terminating such registration. Neither
Endologix nor any of its Subsidiaries is in violation of any of the rules, regulations or requirements of the Principal Market (other than Endologix’s violation of the Principal Market’s minimum bid price requirement under Rule
5550(a)(2)), and, to the knowledge of Endologix and its Subsidiaries, there are no facts or circumstances (other than Endologix’s violation of the Principal Market’s minimum bid price requirement under Rule 5550(a)(2)) that could
reasonably lead to suspension or termination of trading of the Common 

  
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Stock on the Principal Market. For not less than five (5) years preceding the Fourth Amendment Effective Date through the date this representation is made, (i) the Common Stock has been
listed or designated for quotation, as applicable, on the Principal Market, and (ii) trading in the Common Stock has not been suspended or deregistered by the SEC or the Principal Market. For not less than five years preceding the Fourth
Amendment Effective Date through the Fourth Amendment Effective Date, neither Endologix nor any of its Subsidiaries has received any communication, written or oral, from the SEC or the Principal Market regarding the suspension or termination of
trading of the Common Stock on the Principal Market (other than in respect of Endologix’s prior violation of the Principal Market’s minimum bid price requirement, which was cured on or around March 20, 2019). 

4.31    DTC. The Common Stock is eligible for clearing through The Depository Trust Company
(“DTC”), through its Deposit/Withdrawal At Custodian (DWAC) system, and Endologix is eligible for and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock. The transfer agent for the Common
Stock is a participant in, and the Common Stock is eligible for transfer pursuant to, DTC’s Fast Automated Securities Transfer Program. The Common Stock is not, and has not at any time been, subject to any DTC “chill,”
“freeze” or similar restriction with respect to any DTC services, including the clearing of transactions in shares of Common Stock through DTC. 

4.32    Fees. The Borrowers and the other Loan Parties are solely and jointly and severally responsible for
the payment of any fees, costs, expenses and commissions of any placement agent, broker or financial adviser relating to or arising out of the transactions contemplated by the Loan Documents. The Borrowers and the other Loan Parties will pay, and
hold each of the Secured Parties harmless against, any liability, loss or expense (including attorneys’ fees, costs and expenses) arising in connection with any claim for any such payment, other than those arising from the gross negligence or
willful misconduct of Agent or any Lender as determined by a final, non-appealable judgment of a court of competent jurisdiction. 

4.33    Products; Regulatory Required Permits. 

(a)    Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
each Loan Party and its Subsidiaries has made all notifications, submissions, and reports required by the FDA, any other Governmental Authority or any Healthcare Law, and all such notifications, submissions and reports were true, complete, and
correct in all respects as of the date of submission to FDA, any other Governmental Authority or to such other Person required by any Healthcare Law. There has not been any violation of any Healthcare Laws by any Loan Party or its Subsidiaries in
its product development efforts, submissions, record keeping and reports to the FDA or any other Governmental Authority that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as could not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there are no civil or criminal proceedings relating to any Loan Party or any of its Subsidiaries or any officer, director or employee of any Loan Party or
Subsidiary of any Loan Party that involve a matter within or related to the FDA’s or any other Governmental Authority’s jurisdiction or any off-label promotion or allegations of non-compliance with Healthcare Laws. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Loan Party nor any Affiliate thereof has received any notice
(written or oral) 

  
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from the FDA or any other Governmental Authority that has not been finally and fully resolved in accordance and compliance with Applicable Law and all FDA and other Governmental Authority
standards, regulations and requirements regarding any Product or regarding (i) any actions or inactions of any Loan Party or any of its Subsidiaries or any officer, director or employee of any Loan Party or Subsidiaries of any Loan Party,
including with respect to any off-label promotion or (ii) alleging non-compliance with Healthcare Laws. At all times after the Closing Date when this representation
is made or deemed made, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Loan Party nor any Affiliate thereof has received (A) any notice (written or oral) from the FDA or any
other Governmental Authority regarding (y) any Product or (z) any actions or inactions of any Loan Party or any of its Subsidiaries or any officer, director or employee of any Loan Party or Subsidiaries of any Loan Party, and (B) any
material adverse notice (written or oral) from the FDA or any Governmental Authority (i) any actions or inactions of any Loan Party or any of its Subsidiaries or any officer, director or employee of any Loan Party or Subsidiaries of any Loan
Party, including with respect to any off-label promotion or (ii) alleging non-compliance with Healthcare Laws. 

(b)    With respect to any Product, (i) the Loan Parties and their respective Subsidiaries have received, and such
Product is the subject of, all Regulatory Required Permits needed in connection with the design, testing, manufacture, processing, assembly, packaging, labeling, marketing, distribution, commercialization, import, export or sale of such Product as
currently being conducted by or on behalf of such Loan Parties or Subsidiaries, except where the failure to have such Regulatory Required Permits would not have a Material Adverse Effect, and (ii) such Product is being designed, tested,
manufactured, processed, assembled, packaged, labeled, marketed, distributed, commercialized, imported, exported or sold, as the case may be, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect, in compliance with all Applicable Laws and Authorizations. 
 4.34    No Violation of Healthcare
Laws. 
 (a)    No Loan Party is in violation of any Healthcare Laws, except where any such violation would not have
a Material Adverse Effect. 
 (b)    Except as could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, each Loan Party and its Subsidiaries is in compliance with the written procedures, record-keeping and reporting requirements required by (or of) (i) the FDA or any comparable Governmental Authority pertaining to
the reporting of adverse events involving the Products or concerning the actions or inactions of the Loan Parties and their Subsidiaries and the directors, officers and employees of the Loan Parties and their Subsidiaries, including with respect to off-label promotion, as applicable, and (ii) Healthcare Laws. 

4.35    No Third Party Payor Program. No Loan Party is a participating provider under contract to provide
health care services and receive payment or reimbursement for such services under any Third Party Payor Program. 

4.36    Conduct of Business at Facilities. No Loan Party has received any written notice that any
Governmental Authority, including, without limitation, the FDA, the Office of the Inspector General of the United States Department of Health and Human Services or the United 

  
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States Department of Justice has commenced or threatened to initiate any investigation or action against a Loan Party; or any action to enjoin a Loan Party, or any of its officers, directors,
employees, equityholders, agents or Affiliates, from conducting their businesses at any facility owned or used by them or for any civil penalty, injunction, seizure or criminal action, in each case, which could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect. 
 4.37    No Adulteration; Product
Manufacturing. Each Product, except as would not be reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (a) is not adulterated or misbranded within the meaning of the FDCA; (b) is not an article
prohibited from introduction into interstate commerce under the provisions of Sections 404, 505 or 512 of the FDCA; (c) has been and/or shall be manufactured, imported, possessed, owned, warehoused, marketed, promoted, sold, labeled, furnished,
distributed and marketed, and each service has been conducted, in accordance with all applicable Authorizations and Applicable Laws; and (d) has been and/or shall be manufactured in accordance with Good Manufacturing Practices. 

4.38    FDA. 

(a)    To the knowledge of the Loan Parties’ Authorized Officers, neither any of the Loan Parties nor any of the Loan
Parties’ officers, directors, employees, equityholders, agents or Affiliates has ever (i) made an untrue statement of material fact, fraudulent statement to the FDA or any other Governmental Authority or in any documents or records
prepared or maintained to comply with the FDCA; (ii) failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority; (iii) been investigated by the FDA, National Institutes of Health, Office of
the Inspector General for the Department of Health and Human Services, Department of Justice, or other comparable Governmental Authority for data or healthcare program fraud; or (iv) committed an act, made a statement, or failed to make a
statement that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Regulation 46191 (September 10,
1991). 
 (b)    No Loan Party has received from the FDA a Warning Letter, Form
FDA-483, “Untitled Letter,” other correspondence or notice setting forth allegedly objectionable observations or alleged violations of laws or regulations enforced by the FDA, or any comparable
correspondence from any state or local authority responsible for regulating drug or device products and establishments, or any comparable correspondence from any foreign counterpart of the FDA, or any comparable correspondence from any foreign
counterpart of any state or local authority with regard to any Product or the manufacture, processing, packing, or holding thereof, in each case, which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect. 
 (c)    None of the Loan Parties has engaged in any material Recalls, Market Withdrawals or other forms of
product retrieval from the marketplace of any Products that has not been finally and fully completed prior to the Closing Date in accordance and compliance with Applicable Law and all FDA and other Governmental Authority standards, regulations and
requirements, except to the extent any such engagement or action could not reasonably be expected, individually or in the 

  
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aggregate, to result in a Material Adverse Effect. None of the Products (for the avoidance of doubt, including those in the immediately preceding two sentences that have been so finally and fully
completed) have been subject to a Recall, Market Withdrawal, or other Correction or Removal, nor is any such action currently under consideration by Endologix or, to the knowledge of Endologix, any manufacturer or supplier of a Product, that could
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Endologix has not been restrained in its ability to manufacture, process, distribute, supply, import, export, market, or sell any of the Products,
except to the extent that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

4.39    Margin Stock. None of the proceeds from the Loans have been or will be used, directly or indirectly,
for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose which might cause any of the Loans to
be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board. No Loan Party nor any of their Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. 
 4.40    Complete
Disclosure. None of the written information (financial or otherwise) (other than projections, other forward-looking information and industry information) furnished by or on behalf of any Borrower to Agent (including any Third Party Agent), any
Lender or any other member of the Lender Group in connection with the consummation of the transactions contemplated by the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary to make the
statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made. 

4.41    Investments. The Loan Parties do not own any stock, partnership interests, limited liability company
interest or other equity securities or Subsidiaries except for Permitted Investments. As of the Fourth Amendment Effective Date, set forth on Schedule P-1 (as such Schedule may be updated from time to
time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Stock of the Subsidiaries of the Loan Parties, by class, and a description of the number of shares of each
such class that are issued and outstanding. 
 4.42    Schedules. All information set forth in the
Schedules to this Agreement is true, accurate and complete in all material respects as of the Fourth Amendment Effective Date and any other subsequent date in which the Loan Parties are requested (or required pursuant to the terms of this Agreement
or the other Loan Documents) to update such Schedules. All information set forth in the Perfection Certificate is true, accurate and complete in all material respects as of the Closing Date and any other subsequent date in which the Loan Parties are
requested (or required pursuant to the terms of this Agreement or the other Loan Documents) to update such certificate. 

4.43    Eligible Accounts. As to each Account that is identified by the Borrowers as Eligible Account
in a Borrowing Base Certificate submitted to Agent (or to any Third Party Agent, as applicable), such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the
rendition of services to such Account Debtor in the ordinary course of a Loan Party’s business, (b) owed to a Loan Party without 

  
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any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than
any Agent-discretionary criteria) set forth in the definition of Eligible Accounts. 
 4.44    
Eligible Inventory. As to each item of Inventory that is identified by the Borrowers as Eligible Inventory in a Borrowing Base Certificate submitted to Agent (or any Third Party Agent), such Inventory is (a) of good and
merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Inventory. 

4.45    Location of Inventory and Equipment. The Inventory and Equipment of the Borrowers is located
only at, or in-transit between, the locations identified on Schedule 4.45 (as such Schedule may be updated pursuant to Section 5.18). With respect to any Inventory and
Equipment listed at locations that are outside the United States (and with respect to any Inventory and Equipment on consignment at any location (other than, with respect to clause (ii), in which case such clause shall not apply to all
consignment locations but only those outside the United States)), (i) any failure of the Agent and the other Secured Parties to (A) be fully protected on the Inventory or be fully protected or perfected with respect to any Liens granted to
the Agent (for the benefit of the Secured Parties) on any such Inventory, or (B) have absolute or full access to such locations when exercising rights and remedies after the occurrence and during the continuance of an Event of Default, in each
case of clause (i)(A) and clause (i)(B), does not, individually or in the aggregate, cause a Material Adverse Effect to occur, and (ii) as of the Fourth Amendment Effective Date, the cost paid by the Borrowers and its Subsidiaries for
such Inventory and Equipment listed at such locations outside the United States, or on consignment at any location outside the United States, does not exceed $10,000,000. 

4.46    Inventory and Equipment Records. Each Loan Party keeps correct and accurate records itemizing and
describing the type, quality, and quantity of its and their Subsidiaries’ Inventory and Equipment and the book value thereof. 

4.47     No Violation of Usury Laws. The rate of interest paid on any of the Obligations, and the
method and manner of the calculation thereof, do not violate any usury laws or other Applicable Laws, any of the Organizational Documents, or any of the Loan Documents. 

4.48    Eligible Equipment. As to each item of Equipment that is identified by the Borrowers as Eligible
Equipment in a Borrowing Base Certificate submitted to Agent (or any Third Party Agent), such Equipment is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the
excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Equipment. 
 ARTICLE V. 

AFFIRMATIVE COVENANTS. 

Borrowers covenant and agree that, until termination of all of the Commitments and payment in full in cash of the Obligations: 

  
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 5.01    Existence; Permits. 

(a)    The Loan Parties shall and shall cause their Subsidiaries to (i) preserve and maintain in full force and effect
its organizational existence and good standing under the Applicable Laws of its jurisdiction of incorporation, organization or formation, as applicable, other than as permitted under Section 6.01, and (ii) preserve and
maintain all qualifications to do business in each other jurisdiction not covered by clause (i) above that the failure to be so qualified could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

(b)    The Loan Parties shall, and shall cause their Subsidiaries to, obtain, make and keep in full force and effect all
licenses, certificates, approvals, registrations, clearances, Authorizations and permits required to conduct their businesses, except where the failure to make and keep such licenses, certificates, approvals, registrations, clearances,
authorizations and permits in full force and effect could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

(c)    Each Loan Party shall, except as otherwise permitted by this Agreement, maintain, and shall cause each of its
Subsidiaries to maintain, and preserve all its assets and property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and
replacements thereof, except, in each case, where the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

5.02    Compliance with Laws. The Loan Parties will, and will cause each of their Subsidiaries to,
(a) comply in all material respects with all Applicable Laws, except where the necessity of compliance therewith is contested in good faith by appropriate proceedings or where failure to do so could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect, and (b) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrowers, their Subsidiaries and their respective directors, officers and employees with
Anti-Corruption Laws, Anti-Money Laundering Laws, Anti-Terrorism Laws and applicable Sanctions. 

5.03    Insurance. The Loan Parties shall, and shall cause each of their Subsidiaries to, maintain with
financially sound and reputable insurance companies with respect to their assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is customarily maintained by companies in the same or similar
businesses similarly situated. All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent, the Lenders and the other members of the Lender Group, as their interests may appear, in case of loss,
pursuant to a standard lender’s loss payable endorsement with a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the
Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates and endorsements of property and general liability insurance are to be delivered to Agent by the Loan Parties, with the lender’s loss
payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent
of the exercise of any right of cancellation or any modification thereof; provided, however, that, for the avoidance of doubt, Agent need not be named on any workers compensation 

  
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or D&O policies. If Loan Parties or their Subsidiaries fail to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on
Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. The Loan Parties shall give Agent prompt written notice of any loss exceeding $500,000 covered by any
of the Loan Parties’ or any of their Subsidiaries’ casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and
general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or
other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. A true and complete listing of such insurance, including issuers, coverages and deductibles, shall be provided
by the Loan Parties to Agent promptly following Agent’s request (or to the Third Party Agent promptly following the Third Party Agent’s request during any Third Party Agent Retention Period). 

5.04    Taxes. Each Loan Party shall, and shall cause each of its Subsidiaries to, pay, discharge and
perform as the same shall become due and payable or required to be performed (i) all material Tax liabilities, assessments and governmental charges or levies upon it or its property, unless the same are being contested in good faith by
appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person and (ii) all Tax liabilities, assessments and governmental chares
or levies upon it or its property that would create, or otherwise cause to exist, a Lien with respect thereto that is not a Permitted Lien under clause (d) of the definition of “Permitted Liens”. 

5.05    Reports, Notices. 

(a)    Endologix and its Subsidiaries shall (i) timely (without giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file all reports required to be filed with the SEC pursuant to the Exchange Act, and Endologix and its Subsidiaries shall not terminate the registration of the Common Stock under the
Exchange Act or otherwise terminate its status as an issuer required to file reports under the Exchange Act, even if the securities laws would otherwise permit any such termination, and (ii) deliver to Agent (and, during any Third Party Agent
Retention Period, also the Third Party Agent) a Compliance Certificate with each of its 10-Q and 10-K filings on the date such filings are made (or, if earlier, are
required by the SEC to be made) with the SEC; provided that, with respect to clause (ii) only, solely to the extent any earnings or revenue report for the same period is publicly reported or is filed with the SEC
prior to the time when any 10-Q or 10-K containing the applicable quarterly or annual financial statements is filed with the SEC and to the extent the earnings or
revenue set forth in any such earnings or revenue report would result in a financial covenant default under Article VII, the Compliance Certificate shall instead be delivered by the Loan Parties to the Agent (and, during
any Third Party Agent Retention Period, also the Third Party Agent) and the Lenders on the same day as such earnings or revenue report is publicly reported or is filed with the SEC. Each of such reports in clause (i) of the immediately
preceding sentence will comply in all material respects with the applicable requirements of the Exchange Act and each of such reports and such Compliance Certificate will not contain any untrue statement of a material fact or omit to state a
material fact required to be 

  
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stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements included
in such reports will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, will be prepared in accordance with GAAP, consistently applied (subject,
in the case of unaudited quarterly financial statements, to normal year-end adjustments and lack of footnote disclosures), and will fairly present in all material respects the consolidated financial position
of Endologix and its Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods presented (subject, in the case of unaudited quarterly financial statements, to
normal year-end audit adjustments and lack of footnote disclosures). Each Borrower hereby agrees that the Borrower Representative shall send to each Secured Party copies of (A) any notices and other
information made available or given to the holders of the Stock of Endologix generally, contemporaneously with Endologix making available or giving such notices and other information to such holders of Stock (it being understood and agreed that
delivery shall be deemed to have occurred if such notices or other information is posted to EDGAR) and (B) all other documents, reports, financial data and other information not available on EDGAR that does not contain any material nonpublic
information of any Borrower, that any Secured Party may reasonably request. 
 (b)    Each of the Borrowers and their
Subsidiaries will deliver to (x) during any Non-Third Party Agent Retention Period, subject to Section 5.20, Agent, and (y) during any Third Party Agent Retention Period,
the Third Party Agent, each of the reports, certificates or other items set forth below at the following times in form satisfactory to Agent (or such Third Party Agent): 

(i)     (A) within five (5) Business Days after the filing of its 10-K
or 10-Q, as the case may be, an updated Perfection Certificate (provided that Endologix shall include in the 10-K or 10-Q, as the
case may be, any material nonpublic information included in the Perfection Certificate delivered during any Non-Third Party Agent Retention Period (or delivered to Agent (other than the Third Party Agent) or
any Lender at any time) that would not otherwise be included in such 10-Q or 10-K); and (B) upon the reasonable request of any Secured Party, the such additional
business, financial, corporate affairs, perfection certificates, items or documents related to creation, perfection or priority of Agent’s Liens in the Collateral and other information as any Secured Party may from time to time reasonably
request; 
 (ii)    promptly, but in any event within two (2) Business Days after the knowledge of the occurrence
of (A) written notice of any Default or Event of Default and (B) so long as such type of notification would not be material nonpublic information of any Borrower (except during a Third Party Agent Retention Period, in which case, such
material nonpublic information shall be provided but only to the Third Party Agent), written notice of any claims (other than in connection with the denial of plan claims in the ordinary course of business), litigation, arbitration, mediation or
administrative or regulatory proceedings that are instituted or threatened against any Loan Party, or claims of infringement by any Person with respect to any Intellectual Property rights of a Loan Party, in each case of this clause (B), to the
extent such claim, litigation, arbitration, mediation or administrative or regulatory proceeding could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and 

  
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 (iii)    during any Third Party Agent Retention Period, as soon as
available, but in any event within thirty (30) days after the end of each fiscal month during each fiscal year, an unaudited consolidated and consolidating balance sheet and income statement of Endologix and its Subsidiaries’ operations
during such month and for the portion of the fiscal year then ended, including comparisons to the figures in the corresponding month and year-to-date portion of the
immediately preceding fiscal year of Endologix and its Subsidiaries. 
 (c)    Further, if Endologix is not required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act, the Loan Parties will provide to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) and each Lender (A) quarterly financial statements
for Endologix and its Subsidiaries within 45 days after the end of each fiscal quarter of Endologix, and an audited annual financial statements within 120 days after the end of each fiscal year of Endologix prepared in accordance with GAAP with a
report thereon by Endologix’s independent certified public accountants, which accountants shall be reasonably acceptable to Agent, and (B) on the same day as delivery to Term Agent, any Term Lender or any other secured party under the Term
Debt Documents, any additional financial statements, certificates, reports, notices, agreements, instruments and documents provided under (or in connection with) the Term Debt Documents. Any such annual audited financial statements, audit or report
of Endologix’s independent certified public accountants (and any annual audited financial statements, audit or report of Endologix’s independent certified public accountants on any consolidated financial statements included in any SEC
Document) shall (i) contain an unqualified opinion (subject to the exception set forth below in clause (ii) of this sentence), stating that such consolidated financial statements present fairly in all material respects the financial
position and condition and results of operations of Endologix and its Subsidiaries as of the dates and for the periods and have been prepared in conformity with GAAP applied on a basis consistent with prior years, and (ii) not include any
explanatory paragraph expressing substantial doubt as to going concern status (other than any such paragraph arising from the impending maturity of the Loans solely in the case of the audit delivered with respect to the fiscal year immediately prior
to the fiscal year during which the applicable maturity is scheduled). No financial statements delivered pursuant to this Section 5.05(c) or included in any SEC Document shall include any statement in the footnotes thereto
that indicates there is substantial doubt about the Borrower’s ability to continue as a going concern within one year after the date that such financial statements are issued, filed or delivered. 

(d)    Endologix and its Subsidiaries shall, prior to making any prepayment pursuant to
Section 6.18(a), deliver to Agent, subject to Section 5.20 (or, during any Third Party Agent Retention Period, the Third Party Agent), a budget and projections of cash flows for the one-year period following such prepayment reflecting such prepayment and showing sources and uses for all required repayments of Indebtedness coming due during such one-year
period. 
 5.06     Inspection. The Loan Parties will, and will cause each of their Subsidiaries
to, permit Agent (including any Third Party Agent), any Lender, and each of their respective duly authorized representatives or agents to, with respect to each owned, leased or controlled property, at all times and without notice, at the sole option
of Agent or any Lender: (i) provide access to such property to Agent (including any Third Party Agent), the Lenders and their respective representatives and agents, as frequently as Agent or any Lender determines to be appropriate; and
(ii) permit Agent (including any Third Party Agent) or any Lender to conduct field examinations, 

  
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appraise, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Loan Party’s and its Subsidiaries’ books and records, and evaluate and
conduct appraisals and evaluations in any manner and through any medium that Agent or any Lender considers advisable, in each instance, subject to Section 2.09(c), at the Loan Parties’ sole expense. Any Lender may
accompany Agent (including any Third Party Agent) or its representatives in connection with such inspection. Notwithstanding the foregoing, the Loan Parties shall (and shall cause each of their respective Subsidiaries to) comply with (and coordinate
with Agent and the Lenders and their representatives and agents to make sure of compliance with) Section 5.20 in connection with any such inspection, examination, audit or analysis. 

5.07    Disclosure Updates. Each Loan Party shall ensure that all written information, exhibits and reports
furnished to any Agent (including any Third Party Agent), any Lender or any other member of the Lender Group, when taken as a whole, do not and will not contain any untrue statement of a material fact and do not and will not omit to state any
material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made, and will promptly disclose, after knowledge of any defect of a material fact, untrue statement of
material fact, material misstatement or error of a material fact, to Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) and the Lenders and correct any such defect, untrue statement of material fact, material
misstatement or error of a material fact that has been discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof; it being acknowledged and agreed that any projections provided to the Lender Group are not
to be viewed as facts, are not a guarantee of financial performance, and are subject to uncertainties and contingencies. 

5.08    Cash Management. Each Loan Party shall enter into, and cause each depository, securities
intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person (other than (i) deposit accounts exclusively used for payroll, payroll
taxes and other employee wage and benefit payments to or for the benefit of the Borrowers’ employees and identified to Agent by the Borrower Representative as such, (ii) zero balance accounts; provided that such accounts have been
identified to Agent by the Borrower Representative as such, (iii) such other petty cash deposit accounts, amounts on deposit in which do not exceed $100,000 in the aggregate at any one time, (iv) escrow, trust and fiduciary accounts,
(v) each account of Excluded Foreign Subsidiaries, (vi) deposit account #XXXXX7912 of TriVascular Canada LLC at Bank of Montreal; provided the aggregate amount on deposit in such deposit account(s) does not exceed 1,000,000 Canadian
dollars at any time, (vii) the Bank of America Cash Collateral Account and (viii) account number XXXX1317 of Endologix (the “Stifel Account”) maintained at Stifel, Nicolaus & Company, Incorporated
(“Stifel”) while, and only so long as (and for the avoidance of doubt, not at any other time shall the Stifel Account be an Excluded Account), (a) all funds, amounts or other items on deposit in the Stifel Account are swept by
Stifel every Business Day (1) pursuant to the terms of the Permanent Letter of Authorization for Wires With Further Credit, signed by Endologix (as the account owner) as of August 15, 2018 (as in effect on November 20, 2018, the
“Stifel Sweep Agreement”), and (2) by wiring the funds, amounts and other items in the Stifel Account to deposit account number XXXXXX1702 at Bank of America, N.A., in each case of this clause (a), unless Agent and Term Agent
consent otherwise in writing (including by electronic mail), (b) the deposit account to which the funds, amounts and other items from the Stifel Account are swept is subject 

  
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to a Control Agreement at all times, (c) subject to clause (e) below, no more than $5,000,000 of cash, Cash Equivalents, other assets and/or other items are in the Stifel Account at any
time, (d) neither the wire instructions nor any other term or provision in the Stifel Sweep Agreement is amended, restated, supplemented, modified, waived or otherwise changed (or any departure therefrom consented to) without the prior written
consent of Agent and Term Agent (and Endologix shall immediately modify the Stifel Sweep Agreement, including the wire instructions therein, in such manner as Agent and Term Agent may request while an Event of Default exists), (e) (x) upon and
during the continuance of an Event of Default, (1) the Stifel Account is not used (including no cash, Cash Equivalents, other assets or other items being held in such Stifel Account other than those being swept pursuant to clause (a) above
on the Business Day immediately after the first day such Event of Default occurs), (2) Endologix shall take no action with Stifel with respect to the Stifel Account or otherwise (other than having Stifel sweep the Stifel Account pursuant to
clause (a) above) and (3) no cash or other items shall be kept or maintained in the Stifel Account or otherwise held by Stifel, and (y) after the occurrence of an Event of Default, Endologix immediately closes the Stifel Account upon
request by Agent, and (f) (x) Endologix provides quarterly certifications of compliance with the conditions and requirements in this Section 5.08(viii)(a)-(e), and (y) by 5pm ET on the Tuesday of the week following delivery of each
such quarterly certification in clause (f)(x) directly above, Endologix (or Stifel on behalf of Endologix) shall provide a detailed description of activity for the prior week (including daily account balances and other item inventory) to Katten
Muchin Rosenman LLP (at the address provided in Article XI) on behalf of Agent; (such accounts in clauses (i) through (viii), the “Excluded Accounts”) as of and after the Closing Date; provided that (x) the Loan Parties
shall have until the date that is forty-five (45) days following the closing date of any Permitted Acquisition (or such later date as may be agreed to by Agent in its sole reasonable discretion) to comply with the provisions of this
Section 5.08) with regard to such accounts (other than Excluded Accounts) of the Borrowers acquired in connection with such Permitted Acquisition, and (y) for deposit accounts, securities accounts and commodities
accounts opened after the Closing Date, the Loan Parties shall have until the date that is thirty (30) days following the opening of any such new account (or such later date as may be agreed to by Agent in its sole reasonable discretion) to
comply with this Section 5.08. Upon written request by the Agent, the Loan Parties shall provide the Agent with written evidence reasonably satisfactory to the Agent as of such Business Day or the next Business Day showing
compliance with Section 7.01(b).. 
 5.09    Further Assurances. Promptly upon
request by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent), the Borrowers shall (and, subject to the limitations set forth herein and in the other Loan Documents, shall cause each of their Subsidiaries to) take such
additional actions and execute such documents as Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement
or any other Loan Document, (ii) to subject to the Liens created by any of the Loan Documents on any of the assets or properties, rights or interests covered by any of the Loan Documents, (iii) to perfect and maintain the validity,
effectiveness and priority of any of the Loan Documents and the Liens intended to be created thereby, and (iv) to better assure, grant, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be
granted to the Secured Parties under any Loan Document. The Loan Parties will notify Agent in writing prior to (and on) (x) the date of formation or acquisition of any Subsidiary and (y) any division or split of any Loan Party into two or
more 

  
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Subsidiaries, limited liability companies, other entities or other Persons. Without limiting the generality of the foregoing, the Loan Parties shall cause (y) each of their Subsidiaries
(other than Excluded Subsidiaries) promptly after (but, in any event, (A) within fifteen (15) days thereof for any Subsidiary that is not an Immaterial Subsidiary and (B) within thirty (30) days thereof for any Immaterial
Subsidiary) after the date of the formation or acquisition thereof (and any Subsidiaries, limited liability companies, other entities or other Persons for which any Loan Party divides or splits itself into), to guaranty the Obligations and to cause
each such Subsidiary to grant to Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations set forth herein and in the Loan Documents, all of such Subsidiary’s (and, with respect to any such division or
split of a Loan Party, all such Subsidiary’s limited liability company’s, other entity’s or other Person’s) assets and property (including any assets or property allocated, distributed, conveyed or otherwise transferred pursuant
to any division or split of any Loan Party into any Subsidiaries, limited liability companies, other entities or other Persons for which any Loan Party divides or splits itself into) assets and property to secure such guaranty and (z) any
holder (that is a Loan Party) of the Stock of such Subsidiary to provide, promptly after (but, in any event, (A) within fifteen (15) days thereof for any Loan Party or any Subsidiary that is not an Immaterial Subsidiary and (B) within
thirty (30) days thereof for any Immaterial Subsidiary) the date (x) of the formation or acquisition of such Subsidiary or (y) any division or split of any Loan Party into two or more Subsidiaries, limited liability companies, other
entities or other Persons, in each case, supplements and further pledges to the Loan Documents as are necessary (or requested by Agent) to evidence Agent’s Lien in such Stock of such Subsidiary. Furthermore, the Borrowers shall notify Agent and
the Lenders in writing promptly after (but, in any event, (A) within fifteen (15) days thereof for any Loan Party or any Subsidiary that is not an Immaterial Subsidiary and (B) within thirty (30) days thereof for any Immaterial
Subsidiary) the date of the issuance by or to any Loan Party (other than by Endologix) of any Stock of any corporation or any other Person that has “opted into” Article 8 of the UCC (in each case, other than Excluded Property) to have its
Stock constitute “securities” under Article 8 of the UCC and each Loan Party shall pledge, and shall cause each of its Subsidiaries (other than Excluded Subsidiaries but including any Subsidiaries, limited liability companies, other
entities or other Persons for which any such Loan Party divides or splits itself into) to pledge, all of the Stock of each of its Subsidiaries (other than Excluded Subsidiaries), and sixty-five percent (65%) of the outstanding voting Stock and one
hundred percent (100%) of the outstanding non-voting Stock of each Excluded Foreign Subsidiary and each Excluded Domestic Holdco, directly owned by a Loan Party, in each instance, to Agent, for the benefit of
the Secured Parties, to secure the Obligations, promptly after formation or acquisition (or division or split) of such Subsidiary. The Loan Parties shall deliver, or cause to be delivered, to Agent, appropriate resolutions, secretary certificates,
certified Organizational Documents and, if reasonably requested by Agent, legal opinions relating to the matters described in this Section 5.09 (which opinions shall be in form and substance reasonably acceptable to Agent
and, to the extent applicable, substantially similar to the opinions delivered on the Closing Date), in each instance with respect to (1) each Loan Party or Subsidiary formed or acquired (and each Subsidiary, limited liability company, other
entity or other Person for which a Loan Party divides or splits itself into), (2) and each Loan Party or Person (other than a Loan Party) whose Stock is being pledged, and (3) the assets and property that are allocated distributed, conveyed or
otherwise transferred pursuant to any division or split of any Loan Party into any Subsidiaries, limited liability companies, other entities or other Persons for which any Loan Party divides or splits itself into, in each case of clauses
(1) through (3), after the Closing Date. In connection with each pledge of Stock, the Loan Parties shall deliver, or cause 

  
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to be delivered, to Agent, irrevocable proxies and Stock powers and/or assignments, as applicable, duly executed in blank. 

5.10    Environmental. The Loan Parties will, and will cause each of their Subsidiaries to, comply with, and
maintain its Real Property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with all applicable Environmental Laws and Healthcare Laws or that is required by orders and directives of any Governmental Authority,
except where the failure to comply could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

5.11    ERISA. Promptly upon becoming aware that any of the following events has occurred, the Borrowers
will provide written notice to the Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) specifying the nature of such event, what action the Loan Party or any ERISA Affiliates has taken, is taking or proposes to
take with respect thereto and, when known, if applicable, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto: (i) any ERISA Event which could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, (ii) a “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the IRC that is not exempt under ERISA Section 408 or
Section 4975 of the IRC, under any applicable regulations and published interpretations thereunder or under any applicable prohibited transaction, individual or class exemption issued by the Department of Labor, with respect to any Employee
Benefit Plan, which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) the imposition of any Lien on any asset of a Loan Party or a Subsidiary of a Loan Party with respect to any Title IV
Plan or Multiemployer Plan. 
 5.12    FDA; Healthcare Laws. Each Loan Party will, and will cause each of
its Subsidiaries to, comply with (a) in all respects with all Healthcare Laws and their implementation by any applicable Governmental Authority, except as could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, and (b) (i) in all respects with all lawful requests of any Governmental Authority applicable to its Products, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
and (ii) in all material respect with requests of any Governmental Authority applicable to its Products that is required by Applicable Law (or court order or proceeding) to be complied with. Except as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, all Products developed, manufactured, tested, distributed, promoted or marketed by or on behalf of any Loan Party or any of its Subsidiaries that are subject to the jurisdiction of
the FDA or comparable Governmental Authority shall be (A) developed, tested, manufactured, distributed, promoted and marketed in compliance with the Healthcare Laws and each other Applicable Law, including Healthcare Laws and other Applicable
Laws governing or relating to product approval or premarket notification, good manufacturing practices, promoting, labeling, advertising, record-keeping, and adverse event reporting, and (B) tested, investigated, distributed, labeled, promoted,
marketed, and sold in compliance with Healthcare Laws and all other Applicable Laws. 
 5.13    Regulatory
Required Permits. Except as could not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect, Endologix shall, and shall cause each Loan Party to, (a) obtain all Regulatory Required Permits necessary for
compliance in all 

  
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respects with Applicable Laws with respect to the design, testing, manufacturing, developing, processing, assembly, packaging, labeling, distribution, commercialization, import, export, selling
or marketing of Products, and (ii) maintain and comply fully and completely in all respects with all such Regulatory Required Permits. 

5.14    Material Contracts. Each Loan Party will comply, and cause each Subsidiary to comply, with the
requirements of all Applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) individually or in the aggregate, have a Material Adverse Effect, or (b) result in any Lien
upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral (other than Permitted Liens). 

5.15    Notices Regarding Indebtedness. Borrowers shall within two (2) Business Days after delivery by
a Loan Party or receipt or knowledge thereof, provide written notice to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) of (a) any default or event of default under any of the Convertible Note Documents or
any Term Debt Documents, and of any amendments, restatements, supplements, waivers or other modifications to (or any consents to any events or actions under) any of the Convertible Note Documents or any Term Debt Documents, and (b) any
prepayment of any Indebtedness. 
 5.16    Reporting. 

(a)    Borrower Representative will deliver, on behalf of each of the Borrowers, each of the documents set forth below at
the following times in form satisfactory to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent): 

(i)    (A) subject to Section 5.20, during any Non-Third
Party Agent Retention Period, upon the request of Agent, to Agent, monthly (no later than the fifteenth (15th) Business Day of each month), and with each request for a Borrowing, an executed Borrowing Base Certificate (Agent), together with all
supporting documentation that is not material nonpublic information unless expressly requested in writing by Agent; and (B) during any Third Party Agent Retention Period, to the Third Party Agent, monthly (no later than the fifteenth (15th)
Business Day of each month), and with each request for a Borrowing, an executed Borrowing Base Certificate (Third Party Agent), together with all supporting documentation; 

(ii)    during any Third Party Agent Retention Period, to the Third Party Agent, monthly (no later than the fifteenth
(15th) Business Day of each month), and with each request for a Borrowing, (A) a detailed aging, by total, of each Borrower’s Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered
electronically in an acceptable format, if such Borrower has implemented electronic reporting), (B) a general ledger trial balance and a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if such Borrower has not
implemented electronic reporting, and (C) a summary aging, by vendor, of such Borrower’s accounts payable and any book overdraft (delivered electronically in an acceptable format, if each Loan Party has implemented electronic reporting)
and an aging, by vendor, of any held checks; 

  
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 (iii)    during any Third Party Agent Retention Period, to the Third
Party Agent, monthly (no later than the fifteenth (15th) Business Day of each month), and with each request for a Borrowing, an Account roll-forward from the previous Borrowing Base Certificate delivered or most recent request for a Borrowing, in a
format acceptable to Agent and such Third Party Agent in their discretion, with supporting details supplied from sales journals, collection journals, credit registers and any other records, tied to the beginning and ending account receivable
balances of each Loan Party’s general ledger; 
 (iv)    during any Third Party Agent Retention Period, to the
Third Party Agent, monthly (no later than the fifteenth (15th) Business Day of each month), (A) a detailed report regarding each Borrower’s and its Subsidiaries’ cash and Cash Equivalents, (B) a perpetual Inventory report and
Equipment report, and a calculation of the net book value (calculated in accordance with GAAP on a basis consistent with such Borrower’s historical accounting practices) of Eligible Inventory and Eligible Equipment at the end of such period and
(C) a determination of the Market Capitalization of Endologix as of the last day of the previous month; 

(v)    during any Third Party Agent Retention Period, to the Third Party Agent, monthly (no later than the thirtieth
(30th) day of each month), a reconciliation of Accounts and trade accounts payable of each Loan Party’s general ledger accounts to its monthly financial statements including any book reserves related to each category; 

(vi)    during any Third Party Agent Retention Period, to the Third Party Agent, (A) on the last day of each fiscal
quarter, (I) a report regarding each Borrower’s and its Subsidiaries’ accrued but unpaid, ad valorem taxes and (II) unless required to be provided under Section 5.05(b)(i) for the same fiscal quarter, a
Perfection Certificate or a supplement to the Perfection Certificate, and (B) no later than the fifteenth (15th) Business Day after the end of each fiscal quarter, an updated report of the reserves established on the Borrowers’ books
regarding excess and obsolete Inventory and excess and obsolete Equipment; 
 (vii)    during any Third Party Agent
Retention Period, to the Third Party Agent, on the last day of each fiscal year, a detailed list of each Borrower’s customers, with address and contact information; 

(viii)    during any Third Party Agent Retention Period, to the extent a Borrower conducts any physical inventory audits
or physical equipment audits during the course of any fiscal year, it shall provide the Third Party Agent with a certified report of such audit within ten (10) Business Days after the completion thereof; 

(ix)    (A) promptly, and in any event within two (2) Business Days after the knowledge that Borrowers do not
maintain Global Excess Liquidity in an amount of at least $17,500,000, notice thereof and (B) promptly within one (1) Business Day after written request by the Agent (or, during any Third Party Agent Retention Period, the Third Party
Agent), to Agent (or such Third Party Agent, as applicable) written evidence reasonably satisfactory to the Agent (or such Third Party Agent, as applicable) demonstrating compliance with Section 7.01(b); and 

(x)    promptly, upon request by Agent, subject to (other than with respect to the Third Party Agent during any Third
Party Agent Retention Period) Section 5.20, (A) an insurance 

  
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claim report, (B) a detailed report describing accrued expenses or (C) such other reports as to the Collateral or the financial condition of each Borrower and its Subsidiaries, as Agent
may reasonably request. 
 (b)    Notwithstanding clause (a) above, to the extent (i) Borrowers do not have at
least $17,500,000 of Global Excess Liquidity, or (ii) any Event of Default then exists, the items, certificates and information set forth in clause (a)(i), (a)(ii), (a)(iii) and (a)(iv) shall be delivered to the Agent (or Third Party Agent, as
applicable) on a weekly basis (on the second (2nd) Business Day of such week). 
 5.17    Lender Meetings.
Borrowers will, within ninety (90) days after the close of each fiscal year of Borrowers, at the request of Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) or of the Required Lenders and upon reasonable prior
notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) and any Lenders who choose to attend such meeting
at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrowers and their Subsidiaries and the projections presented for the current fiscal year of Borrowers. 

5.18    Location of Collateral. The Loan Parties will keep its Inventory and Equipment (other than Inventory
or Equipment that is in-transit, Trunk Inventory or subject to consignment) only at the locations identified on Schedule 4.45 and their chief executive offices only at the locations
identified on Schedule 4.23; provided, that Borrowers may amend Schedule 4.45 or Schedule 4.23 so long as such amendment occurs by written notice to Agent not less than ten (10) days prior to the date on which such
Inventory and Equipment is moved to such new location listed on the amended Schedule 4.45 or such chief executive office is relocated to such address listed on the amended Schedule 4.23 and so long as such new location or such chief
executive office is within the continental United States. 
 5.19    Updated Borrowing Base Certificate.
Within three (3) Business Days of the written request of Required Lenders, Borrower Representative shall deliver an updated executed Borrowing Base Certificate reflecting changes in the Eligible Accounts availability since the last Borrowing
Base Certificate. 
 5.20    Announcing Form 8-K. At or prior to
7:30 a.m. (New York City time) on the first (1st) Business Day following the Closing Date, Endologix shall file a Form 8-K with the SEC describing the terms of the transactions contemplated by the Loan
Documents and the Term Debt Documents and including as exhibits to such Form 8-K this Agreement (including the schedules, annexes and exhibits hereto), the other Loan Documents listed on
Schedule 5.20 (other than the Perfection Certificated executed and delivered on the Closing Date to the Agent), the Term Credit Agreement and the other agreements and instruments required to be filed pursuant to
Section 5.1(q) of the Term Credit Agreement (such Form 8-K, the “Announcing Form 8-K”). Subject to the foregoing, no Borrower or its
Subsidiaries shall issue any press releases or any other public statements with respect to the transactions contemplated by any Loan Document or disclosing the name of Agent, any Lender or any other member of the Lender Group; provided,
however, that Endologix shall be entitled, without the prior approval of Agent or any Lender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity


  
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with the Announcing Form 8-K and contemporaneously therewith and (ii) as is required by Applicable Laws (provided that each of the Agent and
Lenders shall be consulted by Endologix in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof other than filings required by the Exchange Act to be made with the SEC,
which Endologix may make without such consultation or notice). From and after Endologix’s filing of the Announcing Form 8-K, no member of the Lender Group shall be (or shall be deemed to be) in possession
of any material nonpublic information received from the Borrowers or any of their respective Subsidiaries or Affiliates or any of its or their respective officers, directors, employees, attorneys, representatives or agents, except, during any Third
Party Agent Retention Period, information provided solely to the Third Party Agent as and to the extent required hereby that is marked as material nonpublic information by the Borrower Representative in good faith at the time such information is
provided to the Third Party Agent. Without limiting the foregoing, the Loan Parties represent and warrant that no Loan Document or other agreement, instrument, certificate, information or other document provided by any Loan Party or any of its
Related Parties to any member of the Lender Group on or about the Closing Date that is not filed as an exhibit to the Announcing Form 8-K constitutes, or contains, reflects or references any information that
constitutes material nonpublic information with respect to the Loan Parties or any of their Subsidiaries or Affiliates (except to the extent the same information is expressly set forth in the Announcing Form
8-K or an exhibit thereto). Notwithstanding any other requirement of this Agreement or other Loan Document, each Borrower shall not, and shall cause each of its Subsidiaries and Affiliates and its and each of
their respective officers, directors, employees, attorneys, representatives and agents (it being understood and agreed that the Third Party Agent is not an agent, employee, attorney or representative of any Borrower, its Subsidiaries or its
Affiliates) to not, provide any member of the Lender Group with any material nonpublic information regarding the Borrowers or any of their Subsidiaries or Affiliates from and after the filing of the Announcing Form
8-K with the SEC without the express prior written consent of such member of the Lender Group; provided, however, that a Borrower may provide material nonpublic information to the Third Party
Agent during any Third Party Agent Retention Period as and to the extent required hereby and to the extent such information is marked as material nonpublic information by the Borrower Representative in good faith at the time such information is
provided to the Third Party Agent. Each of the parties hereto acknowledges and agrees that no member of the Lender Group nor any Affiliate of any member of the Lender Group (other than the Third Party Agent) shall be deemed to be in possession
of any material nonpublic information provided to any Third Party Agent unless and until such Third Party Agent actually provides such information to such member of the Lender Group or Affiliate thereof (as applicable); and the Borrowers agree not
to (and the Borrowers agree to not have their Subsidiaries or Affiliates) assert any contrary position. Each Borrower hereby acknowledges and agrees that no member of the Lender Group (nor any Affiliate thereof) shall have any duty of trust or
confidence with respect to, or obligation not to trade in any securities on the basis of, any material nonpublic information regarding the Borrowers or any of their respective Subsidiaries or Affiliates (A) provided by, or on behalf of, the
Borrowers or any of their respective Subsidiaries or Affiliates, or any of its or their respective officers, directors, employees, attorneys, representatives or agents, in breach or violation of any of the representations, covenants, provisions or
agreements set forth in this Section 5.20 or otherwise or (B) otherwise possessed (or continued to be possessed) by any member of the Lender Group (or any Affiliate thereof) as a result of a breach or violation of any
representation, covenant, provision or agreement set forth in this Section 5.20. Notwithstanding anything to the contrary herein or in 

  
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any other Loan Document, in the event that a Borrower believes in good faith that a notice or communication to any member of the Lender Group contains material nonpublic information relating to
the Borrowers or any other Loan Party or any of their Affiliates or Subsidiaries (other than material nonpublic information being contemporaneously publicly disclosed through the filing with the SEC of a Form
8-K, 10-K or 10-Q or issuance of a broadly disseminated press release, in any such case as identified to any member of the Lender
Group, as applicable), such Borrower shall so indicate to such member of the Lender Group contemporaneously with delivery of such notice or communication, and such indication shall provide such member of the Lender Group (other than the Third Party
Agent during any Third Party Agent Retention Period) the means to refuse to receive such notice or communication; and in the absence of any such indication, such member of the Lender Group shall be allowed to presume that all matters relating to
such notice or communication do not constitute material nonpublic information relating to the Borrowers, any other Loan Party or any of their Affiliates or Subsidiaries, or any of their respective property or Stock. Upon receipt or delivery by
any Loan Party or any of its Subsidiaries of any notice or other communication in accordance with the terms of the Loan Documents, unless the Borrower Representative has in good faith determined that the matters relating to such notice do not
constitute material, nonpublic information relating to the Borrowers or any other Loan Party or any of their Affiliates or Subsidiaries or their respective property or Stock (and other than a notice or communication delivered to the Third Party
Agent during any Third Party Agent Retention Period), Endologix shall, within one Business Day after any such receipt or delivery publicly disclose the material, nonpublic information contained in the notice or communication; provided,
however, that Endologix shall in no event be obligated to make public disclosure of any material nonpublic information contained in any Borrowing Base Certificate (Agent) delivered solely at the written request of Agent or any Lender in
accordance herewith at a time when the Borrower Representative notifies Agent or such Lender in writing in good faith that such Borrowing Base Certificate (Agent) would contain material nonpublic information and Agent or such Lender agrees in
writing to accept such Borrowing Base Certificate (Agent) notwithstanding such material nonpublic information included therein (in each case, other than, for the avoidance of doubt, a Borrowing Base Certificate (Agent) delivered in connection with
the filing of a 10-Q or 10-K or with respect to any other filing with the SEC)). In the event of a breach of any of the foregoing covenants by any Borrower or any
of its Subsidiaries or Affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys, representatives or agents (it being understood and agreed that the Third Party Agent is not an agent, employee,
attorney or representative of any Borrower, its Subsidiaries or its Affiliates), in addition to any other remedies provided in the Loan Documents or otherwise available at law or in equity, the members of the Lender Group shall have the right to
make a public disclosure in the form of a press release, public advertisement or otherwise, of the applicable material nonpublic information regarding the Borrowers or its Subsidiaries or Affiliates without the prior approval by any Borrower or its
Subsidiaries or Affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys, representatives or agents, and no member of the Lender Group shall have any liability to any Borrower, any of its
Subsidiaries or Affiliates or any of its or their respective officers, directors (or equivalent persons), employees, equityholders, attorneys, representatives or agents for any such disclosure. 

5.21    Eligible Equipment. Each Borrower will use commercially reasonable efforts to at all times keep its
furniture, fixtures and Equipment in good repair and physical condition. In 

  
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addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (a) subject to
Section 5.20, deliver to Agent, or (b) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (a) and clause (b), appraisal reports in form and substance
and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any of its Subsidiaries.

 5.22    Maximum Revolver Related Notices. Each Borrower will provide written notice to Agent (and,
during any Third Party Agent Retention Period, also the Third Party Agent) immediately upon the occurrence of: (a) any Maximum Revolver Decreased Market Capitalization Notice Trigger Event (including reasonable details related thereto) and
(b) any Maximum Revolver Decreased Market Capitalization Overadvance Event (including reasonable details related thereto and reasonable details and calculations of the Maximum Revolver Decreased Market Capitalization Overadvance Amount). 

5.23    Collateral Access Agreements. Each Borrower will enter into (and will cause each landlord,
warehouseman and bailee (as applicable), and all other applicable Persons, to enter into) a Collateral Access Agreement in favor of Agent (for the benefit of the Lender Group) and in form and substance reasonably satisfactory to Agent and the
Lenders, in respect of each location where Collateral, assets or property (other than Inventory or Equipment that is in-transit, Trunk Inventory or subject to consignment) of any Borrower is held, stored or
maintained at such location, in each case, at or prior to the time any such Collateral, assets or property is held, stored or maintained at such location; provided that, solely with respect to the location of the Flexential Colorado Corp.’s
data center at 3330 E. Lone Mountain Road, North Las Vegas, NV 89081 (the “Flexential Data Center Location”), no Collateral Access Agreement shall be required unless and until any such Collateral, property or assets of any Borrower is
held, stored or maintained at the Flexential Data Center Location other than computer servers with a maximum aggregate book value of $125,000 (which book value shall be determined by Endologix in accordance with GAAP and with using reasonable and
justifiable calculations and estimations thereof). 
 ARTICLE VI. 

NEGATIVE COVENANTS. 

Borrowers covenant and agree that, until termination of all of the Commitments and payment in full in cash of the Obligations: 

6.01    Restrictions on Fundamental Changes. The Loan Parties will not, and will not permit any of
their Subsidiaries to, directly or indirectly, (I) merge with, consolidate with or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (a) a Subsidiary that is not a Loan Party may merge into any Loan Party or any Subsidiary of a Loan Party (provided that, (w) to
the extent such Subsidiary that is not a Loan Party has its equity pledged to Agent, then any Person it merges with must also have its equity pledged to Agent by at least the same percentage and (x) if such merger is with a Loan Party, such
Loan Party must be the surviving entity of any such merger), (b) a Loan Party may merge into any other Loan Party (provided that, (y) to the extent such Loan Party 

  
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being merged has its equity pledged to Agent, then any Person it merges with must also have its equity pledged to Agent by at least the same percentage and (z) to the extent any Borrower is
part of such transaction, a Borrower must be the surviving Person), (c) any Subsidiary of Endologix may liquidate or dissolve if (i) the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the
Borrowers and it is not materially disadvantageous to the Secured Parties and (ii) to the extent such Subsidiary is a Loan Party, any such assets or business held by such subject Subsidiary shall be transferred to, or otherwise owned or
conducted by, a Loan Party after giving effect to such liquidation or dissolution, and (d) in connection with Permitted Acquisitions, or (II) divide (or otherwise split) itself or themselves into two or more limited liability companies or
other entities or Persons. None of the Loan Parties shall establish or form any Subsidiary, unless such Subsidiary complies with Section 5.09, if applicable, and such Subsidiary (if not an Excluded Subsidiary) executes
and/or delivers all other documents, agreements and instruments reasonably requested by Agent or the Required Lenders to perfect a Lien in favor of Agent (for the benefit of the Secured Parties and Lender Group) on such Subsidiary’s (if not an
Excluded Subsidiary) assets and to make such Subsidiary (if not an Excluded Subsidiary) a Loan Party under the Loan Documents. 

6.02    Joint Ventures; Restricted Payments. The Loan Parties will not, and will not permit any of its
Subsidiaries to, (a) enter into any joint venture or any similar arrangement, other than as may be permitted under Permitted Investments, or (b) make any Restricted Payments, other than (i) dividends by any direct or indirect
Subsidiary of any Loan Party (A) that are not Loan Parties to such Loan Party’s parent or parent entities or (B) that are Loan Parties, to such Loan Party’s parent or parent entities that are Loan Parties; (ii) dividends
payable solely in common Stock; (iii) repurchases of Stock of former employees, directors or consultants so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase,
provided, however, that such repurchase does not exceed $2,500,000 in the aggregate per fiscal year; (iv) any Restricted Payments made under Subordinated Debt Documents to the extent permitted under the terms of the applicable Subordination
Agreement; (v) any Restricted Payments made to the “Secured Parties” (as defined in the Term Credit Agreement) pursuant to the terms of the Term Debt Documents, the “Warrants” (as defined in the Term Credit Agreement) and
the “Registration Rights Agreement” (as defined in the Term Credit Agreement); and (vi) interest payments expressly permitted under both clause (r) of the definition of “Permitted Indebtedness” and the Japan Lifeline
Subordination Agreement so long as (A) the Japan Lifeline Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all times, (B) no breach, violation or default has occurred under any
of the Permitted Japan Lifeline Unsecured Debt Documents or the Japan Lifeline Subordination Agreement and (C) no Default or Event of Default has occurred and is continuing. 

6.03    Liens. The Loan Parties will not, and will not permit any of their Subsidiaries to directly or
indirectly make, create, incur, assume or suffer to exist any Lien upon or with respect to any of its assets or property, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except Permitted Liens. 

6.04    Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by
Section 6.01, Borrowers will not, and will not permit any of their Subsidiaries to directly or indirectly Dispose of (whether in one or a series of transactions) any assets or property


  
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(including the Stock of any Subsidiary of any Loan Party, whether in a public or private offering or otherwise, and accounts and notes receivable, with or without recourse). 

6.05    Indebtedness; Contingent Obligations. The Loan Parties will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, permit to exist or be liable with respect to any Indebtedness, other than Permitted Indebtedness. The Loan Parties will not, and will not permit any of their Subsidiaries
to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations. 

6.06    Investments. The Loan Parties will not, and will not permit any of its Subsidiaries to, directly or
indirectly, (a) purchase or acquire any Stock, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, (b) make or commit to make any Acquisitions, or any other
acquisition of any of the assets of another Person other than (i) Permitted Investments or (ii) in the Ordinary Course of Business, or of any business or division of any Person, including by way of merger, consolidation, other combination
or otherwise other than Permitted Investments, (c) make, purchase or acquire any advance, loan, extension of credit (other than trade payables in the ordinary course of business) or capital contribution to or any other investment in, any Person
including any Borrower, any Affiliate of any Borrower or any Subsidiary of any Borrower or (d) enter into any joint venture or any similar arrangement (the items described in clauses (a), (b), (c) and (d) are referred to as
“Investments”), except for Permitted Investments. 
 6.07    Transactions with Affiliates.
Except as otherwise disclosed on Schedule 6.07, and except for transactions that contain terms that are no less favorable to the applicable Loan Party or any Subsidiary of a Loan Party, as the case may be, than those which might be obtained
from a third party not an Affiliate of any Loan Party, no Loan Party will, or permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the
rendering of any service) with any Affiliate of any Loan Party that is not itself a Loan Party; provided that, Loan Parties may enter into and maintain written agreements between any Loan Party and any Foreign Subsidiary of a Loan Party for
management services for compensation in the Ordinary Course of Business consistent with past practices that are customary and reasonably appropriate to do for companies in the same industry as the Loan Parties provided by management and officers of
the Loan Parties to such Foreign Subsidiaries that do not have certain management or officers, and such transactions may result in non-interest bearing accounts payables for the unpaid compensation owed by
such Foreign Subsidiaries to the Loan Parties for such management services in an amount not to exceed $40,000,000 (which payables may be equitized by the Loan Parties, provided that (y) equitization of such payables shall not reduce the
outstanding amount of payables that count towards the $40,000,000 cap above for purposes of determining whether the Loan Parties have complied with this provisions (with such equitized amounts deemed to be outstanding at all times thereafter for
purposes of the $40,000,000 capped amount) and (z) at the time of any such equitization, any such Stock received by any Loan Party in connection with such equitization shall be pledged, and a first priority security interest and Lien thereon
shall be granted, to the Agent (for the benefit of the Lender Group) and such Loan Party shall take such perfection and priority actions reasonably requested by the Agent in accordance with the Loan Documents), in each case of the foregoing in this


  
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proviso, so long as (a) any such management or officers of the Loan Parties involved in such transactions, agreements and arrangements will have sufficient and reasonable time, energy and
resources to still represent and service such Loan Parties themselves after taking into such transactions, agreements and arrangements, (a) any such agreement, instrument, arrangement or document evidencing any of the foregoing transactions,
equitization or actions shall be entered into (i) in good faith by such Loan Party, (A) in a manner to not contravene or impair the Collateral and benefits that are intended to be provided and afforded to the Lender Group under the Loan
Documents, and (B) without (I) the intention of such Loan Party of causing (or resulting in) the Collateral to be taken from the Secured Parties and provided to Foreign Subsidiaries that are not Loan Parties at the detriment of the Secured
Parties and for the benefit of such Foreign Subsidiaries, and (II) the effect of defrauding the Secured Parties, (C) the upstream economics received (or potentially to be received) by any applicable Loan Party in connection with any such
transaction, agreement or arrangement described above in this proviso, when combined with the potential downstream economics, time, energy and recourses exhausted or disposed of in connection therewith shall be reasonably adequate and sufficient to
enable the Loan Parties to timely satisfy all of the Obligations and all of their other obligations and agreements under the Loan Documents, (D) all cash, Cash Equivalents, other assets and proceeds received or provided to the Loan Parties in
connection with the foregoing shall all be part of the (and constitute) Collateral and the Agent (for the benefit of the Lender Group) shall have a first priority security interest and Lien thereon, (E) at the reasonable request of the Agent,
all such account payables will be evidenced by a promissory note issued to the applicable Loan Party by the applicable Foreign Subsidiary and pledged to the Agent and the original thereof delivered, along with an executed allonge to the Agent in
form and substance satisfactory to the Agent, (F) no Default or Event of Default has occurred and is continuing or would result therefrom, and (G) no such agreement, arrangement, transaction or action could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. 
 6.08    ERISA. No ERISA
Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien on any asset of a Loan Party or a Subsidiary of a Borrower with respect to any Title IV Plan or Multiemployer Plan, or (b) any other ERISA
Event, which other ERISA Event could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

6.09    Nature of Business. The Loan Parties will not, and will not permit any of their Subsidiaries to
engage in any line of business different from those lines of business carried on by it on the Closing Date and businesses reasonably related thereto. 

6.10    Amendments to Organizational Documents and Material Contracts. Except as permitted under
Section 6.01 or as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly amend, restate,
supplement, change, waive or otherwise modify (A) any of its Organizational Documents or, after the execution thereof, any agreements or documents evidencing or contemplating any Permitted Acquisition in any respect materially adverse to any
Secured Party or (B) any Material Contract (other than Indebtedness covered by Section 6.24), which amendment, restatement, supplement, change, waiver or modification in any case of this clause (B): (a) is contrary to (or is in violation
or breach of) the terms and provisions of this 

  
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Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the Japan Lifeline Subordination Agreement); or
(b) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same; provided, however, that the foregoing shall not restrict any modifications of the
Term Credit Agreement expressly permitted by the Intercreditor Agreement. 
 6.11    Changes to Fiscal Year;
GAAP. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, (a) make any significant change in accounting treatment or reporting practices, except as required by GAAP, (b) change the fiscal year or
method for determining the fiscal quarters of any Loan Party or of any Subsidiary of any Loan Party, (c) change its name as it appears in official filings in its jurisdiction of organization or formation, or (d) change its jurisdiction of
organization or formation, in the case of clauses (c) and (d), without, subject to Section 5.20, at least ten (10) days’ prior written notice to Agent (or such shorter period as may be agreed by Agent in its
sole reasonable discretion). 
 6.12    Payments and Amendments. The Loan Parties shall not, and shall not
permit any of their Affiliates to (i) declare, pay, make or set aside any amount for prepayment, payment, redemption or repayment in respect of (A) Subordinated Debt, except for payments made in full compliance with and permitted under the
Subordination Agreement, or (B) any Permitted Japan Lifeline Unsecured Debt, except with respect to any interest payments expressly permitted under both clause (r) of the definition of “Permitted Indebtedness” and the Japan
Lifeline Subordination Agreement so long as (1) the Japan Lifeline Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all times, (2) no breach, violation or default has occurred
under any of the Permitted Japan Lifeline Unsecured Debt Documents or the Japan Lifeline Subordination Agreement and (3) no Default or Event of Default has occurred and is continuing, (ii) amend, restate, supplement, change, waive or
otherwise modify (or consent to any departure from) the terms of (A) any Subordinated Debt Documents, except for amendments and modifications expressly permitted by the Subordination Agreement, or (B) any Permitted Japan Lifeline Unsecured
Debt Documents, except as both (1) expressly permitted by the Japan Lifeline Subordination Agreement and (2) previously consented to in writing by the Agent and all of the Lenders; or (iii) declare, prepay, pay, redeem, repay, make or
set aside any amount for prepayment, payment, redemption or repayment in respect of any Indebtedness hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Obligations, except (A) for payments made in full
compliance with and permitted under the subordination provisions applicable thereto or (B) solely with respect to the Permitted Japan Lifeline Unsecured Debt, any interest payments expressly permitted under both clause (r) of the
definition of “Permitted Indebtedness” and the Japan Lifeline Subordination Agreement so long as (1) the Japan Lifeline Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all
times, (2) no breach, violation or default has occurred under any of the Permitted Japan Lifeline Unsecured Debt Documents or the Japan Lifeline Subordination Agreement and (3) no Default or Event of Default has occurred and is continuing.

 6.13    Restrictions on Distributions. No Loan Party shall, and no Loan Party shall permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any 

  
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Loan Party or Subsidiary to pay dividends or make any other distribution on any of such Loan Party’s or Subsidiary’s Stock or to pay fees, including management fees, or make other
payments and distributions to any Loan Party or any other Loan Party, except for those in the Loan Documents and the Term Debt Documents. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly
(a) enter into, assume or become subject to any contractual obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent, whether now owned or hereafter acquired or (b) create or
otherwise suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (i) pay any Indebtedness owed to any Borrower or any of its Subsidiaries, (ii) make loans or advances
to any Borrower or any of their Subsidiaries or (iii) transfer any of its property or assets to any Borrower or any of their Subsidiaries, except (A) those in the Loan Documents and the Term Debt Documents, (B) an encumbrance or
restriction consisting of customary non-assignment provisions in leases or licenses entered into in the Ordinary Course of Business, (C) customary provisions in joint venture agreement and other similar
agreements that restrict the transfer of ownership interests in such joint ventures or provisions limiting the disposition or distribution of assets or property (other than dividends on a pro rata basis based on ownership percentage) of the
applicable joint venture, which limitation is applicable only to the assets that are the subject of such agreements; provided that such agreement was not entered into in contravention of the terms of this Agreement, and (D) limitations
set forth in Subordinated Debt (if acceptable to the Agent in its sole discretion). 
 6.14    Sanctions;
Anti-Corruption. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to fail to comply with the Anti-Money Laundering Laws and Anti-Terrorism Laws. No Loan Party or Subsidiary of a Loan Party, nor to the knowledge of any
Loan Party or any of its Subsidiaries, any director, officer, agent, employee or other Person acting on behalf of any Loan Party or any such Subsidiary, will request or use the proceeds of any Loan, directly or indirectly, (a) for any payments
to any Person, including any government official or employee, political party, official of a political party, candidate for political office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, or otherwise take any action, directly or indirectly, that would result in a violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with
any Person on the SDN List or a government of a country or territory subject to comprehensive Sanctions, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United
States or in a European Union member state, (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto, or (d) to fund any activities or business of or with any Person, or in any country or
territory, that, at the time of such funding, is, or whose government is, the subject of sanctions pursuant to any Anti-Terrorism Laws. Furthermore, the Loan Parties will not, directly or indirectly, use the proceeds of the Transaction, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is
the subject of Sanctions, or in any other manner that will result in a violation by any Person participating in the Transaction of any Sanctions. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to directly or indirectly,
knowingly enter into any Material Contracts with any Person on the SDN List. 

  
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 6.15    Sale Leaseback Transactions. No Loan Party shall,
and no Loan Party shall permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or similar transaction involving any of its assets, including pursuant to a substantially contemporaneous transaction, whereby a Loan Party or one
of its Subsidiaries sells or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset. 

6.16    Environmental. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, cause
or suffer to exist any Release of any Hazardous Material at, to or from any Real Property that would violate or form the basis of Liability under any Environmental Law or Healthcare Law, other than such violations or liabilities that could not
reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

6.17    Investment Company. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to,
be an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act, or to otherwise be registered or required to be registered, or be subject to the
restrictions imposed by, the Investment Company Act. 
 6.18    Intercreditor Agreement; Term Debt. No
Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, (a) make any prepayment, payment, redemption or repayment or take any action, with respect to the Term Debt that is in violation or breach of the Intercreditor
Agreement, (b) make any amendment, restatement, supplement or modification of any Term Debt Document in violation or breach of the Intercreditor Agreement or that is materially adverse to Agent or the Lenders; or (c) join any Subsidiary or
any Affiliate of any Loan Party as a borrower, guarantor or obligor, or have such Person pledge or grant a Lien on any of its property or assets, under the Term Debt Documents, unless, in each case, the same Person becomes a Loan Party in the same
capacity (and/or pledges and grants Liens on the same property or assets (and with the same Lien priority and which such Liens shall be subject to the terms of the Intercreditor Agreement) under the Loan Documents and such Person executes and
delivers such agreements, instruments and documents reasonably requested by Agent to effectuate any of the foregoing in this clause (c) and such Subsidiary or Affiliate shall be subject to the terms of the Intercreditor
Agreement. 
 6.19    Payment of Convertible Notes and Permitted Japan Lifeline Unsecured Debt. No
Loan Party will, or will permit any Subsidiary to, declare, pay, make or otherwise provide any payment, prepayment, repayment, redemption, conversion, cash settlement or distribution in respect of (I) any 3.25% Original Convertible Note, except
as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment, (II) any Remaining Original 3.25% Convertible Note, any other 3.25% Convertible Note Document, any 5.00% Convertible Note, any other 5.00% Convertible Note
Document or any other Convertible Note Documents, except for: (a) regularly scheduled payments of interest and principal as set forth in the applicable Convertible Note Documents in effect as of the Fourth Amendment Effective Date (in addition
to allowing any cash principal payments at maturity of the applicable Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes, such amounts may also be paid in the applicable Stock (other than Disqualified Stock) of Endologix or
through any other conversion feature that does not effectively cause more payments, prepayments, repayments, redemptions, conversions, cash 

  
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settlements and/or distributions to be made at or prior to the maturity thereof than the cash principal payments currently provided for in the applicable Convertible Note Documents as of the
Fourth Amendment Effective Date), (b) any Permitted Convertible Note Refinancing, (c) the issuance of shares of common stock of Endologix in connection with any non-cash conversion of the Remaining
Original 3.25% Convertible Notes, the 5.00% Convertible Notes or any convertible notes that are not Disqualified Stock issued in a Permitted Convertible Note Refinancing, and any cash payments solely in lieu of fractional shares (but no other
payments, prepayments, repayments, redemptions, conversions, cash settlements or distributions other than as otherwise expressly permitted by this clause (xx)), (d) payments and conversions (other than for any Disqualified Stock) made in connection
with the repurchase (whether for cash, upon exchange and/or for other consideration), redemption and retirement in respect of the Remaining Original 3.25% Convertible Notes, the 5.00% Convertible Notes or any convertible notes that are not
Disqualified Stock issued in a Permitted Convertible Note Refinancing in a single or series of related transactions; provided that (1) no Default or Event of Default exists at the time such payments are made or would exist after giving effect
thereto and (2) such cash payments are made solely (A) with proceeds received by Endologix from the issuance of its common stock (for the avoidance of doubt, other than any common stock or other Stock issued under or in connection with the
Equity Financing Documents or the New Equity Financing Documents (as defined in the February 2020 Exchange Agreement and Fourth Amendment) after the Second Amendment Effective Date for the purpose of making such payment, prepayment, repayment,
redemption, conversion, cash settlement or distribution, (B) [reserved] and (C) regarding the Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes, with the proceeds of Indebtedness raised in a Permitted Convertible Note
Refinancing, and (e) if the foregoing conditions do not otherwise permit such payment, prepayment, repayment, redemption, conversion, cash settlement or distribution, then, with the express prior written consent of the Agent (which may be
withheld in its sole discretion), payments, prepayments, repayments, redemptions, conversions, cash settlements or distributions in connection with the retirement, redemption and repurchase of the Remaining Original 3.25% Convertible Notes or the
5.00% Convertible Notes, or (III) any of the Permitted Japan Lifeline Unsecured Debt, except with respect to any interest payments expressly permitted under both clause (h) of the definition of “Permitted Indebtedness” and the
Japan Lifeline Subordination Agreement so long as (a) the Japan Lifeline Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all times, (b) no breach, violation or default has
occurred under any of the Permitted Japan Lifeline Unsecured Debt Documents or the Japan Lifeline Subordination Agreement and (c) no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto. 

6.20    Commingling of Assets. (a) No Loan Party will, or permit any Subsidiary to commingle any of its
assets (including any bank accounts, cash or Cash Equivalents) with the assets of any Person (other than the consignment of Inventory and Equipment contemplated elsewhere in this Agreement); and (b) no Loan Party will, or permit any Subsidiary
to enter into or own any interest in a joint venture that is not itself a corporation or limited liability company or other legal entity in respect of which the equity holders are not liable for the obligations of such entity as a matter of law.

 6.21    Limitation on Issuance of Stock. Except as provided in the February 2020 Exchange Agreement and
Fourth Amendment, Endologix shall not issue any Stock (a) senior to 

  
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its shares of Common Stock or (b) convertible into or exercisable or exchangeable for Stock senior to its Common Stock. 

6.22    Use of Proceeds. The Loan Parties will not, and will not permit any of their Subsidiaries to use the
proceeds of any Loan or other extension of credit made hereunder for any purpose other than as described in Section 4.19. 

6.23    Anti-Layering. No Loan Party shall, or permit any Subsidiary to, create, incur or suffer to exist
any Indebtedness which is subordinated or junior (either in respect of Lien priority or in right of payment or any combination thereof) to any of the Term Debt unless such Indebtedness is expressly subordinated or junior to the Obligations (both in
terms of Lien Priority and in right of payment) on terms and conditions acceptable to Agent and the Lenders (it being understood and agreed that this Section 6.23 shall in no way limit the incurrence of unsecured
Indebtedness otherwise permitted under this Agreement that is not payment subordinated to the Term Debt when not also payment subordinated to the same extent to the Obligations). 

6.24    Convertible Notes Restrictions. No Loan Party shall, or shall permit any Subsidiary to, amend,
restate, supplement, change, waive or otherwise modify the terms of any Indebtedness referred to in Section 6.19 (other than with respect to the 3.25% Original Convertible Notes as expressly provided in the February 2020
Exchange Agreement and Fourth Amendment or other than with respect to Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes in connection with a Permitted Convertible Note Refinancing) if the effect of such amendment,
restatement, supplement, change, waiver or modification (a) increases the interest rate or fees on, or changes the manner or timing of payment of, such Indebtedness if in any way adverse to the Agent or the Lenders, (b) accelerates or
shortens the dates upon which payments of principal or interest are due on, or the principal amount of, such Indebtedness, (c) changes in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or any Lender any event of default or
add or make more restrictive any covenant with respect to such Indebtedness, (d) changes the prepayment provisions of such Indebtedness or any of the defined terms related thereto in a manner adverse to Agent or the Lenders, (e) changes or
amends any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Loan Party, any of its Subsidiaries, Agent
or Lenders, (f) is contrary to (or is in violation or breach of) the terms and provisions of this Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the
Japan Lifeline Subordination Agreement); or (g) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same (it being understood that any amendments,
restatements, supplements, changes, waivers or other modifications that (1) move the stated maturity date of the Remaining Original 3.25% Convertible Notes or the 5.00% Convertible Notes to an earlier date, (2) are part of any refinancing
or extension of any 3.25% Convertible Note Documents or any 5.00% Convertible Note Documents (or any Indebtedness evidenced thereby or related thereto) that is not a Permitted Convertible Note Refinancing or (3) changes the conversion rate or
conversion period or otherwise adds or changes any required or mandatory conversions or cash settlements, in each case of clauses (1)—(3), shall be deemed to be materially adverse to Agent and the Lenders); provided, however,
that (y) the foregoing shall not restrict any changes expressly required under the terms 

  
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of the Remaining Original 3.25% Convertible Notes as in effect on the Fourth Amendment Effective Date, the 5.00% Convertible Notes as in effect as of the Fourth Amendment Effective Date, any
changes contemplated in the February 2020 Exchange Agreement and Fourth Amendment or any changes that are permitted to be made hereunder in connection with a Permitted Convertible Note Refinancing or any changes expressly required under any
indenture governing any Permitted Convertible Note Refinancing that satisfies the conditions and requirements set forth in the definition of “Permitted Convertible Note Refinancing” and (z) for the avoidance of doubt, the exchange of the
“Exchanged Deerfield Convertible Notes” (as defined in the Term Credit Agreement) for the “Last Out Waterfall Loans” (as defined in the Term Credit Agreement) shall not be restricted by this Section 6.24. The Loan Parties
will, prior to entering into any such amendment, restatement, supplement, change, waiver or modification (including, for the avoidance of doubt, those that are permitted by this Section 6.24), deliver to Agent (and, during any Third Party
Agent Retention Period, also the Third Party Agent) reasonably in advance of the execution thereof, any final or execution form copy thereof. 

ARTICLE VII. 
 FINANCIAL
COVENANTS. 
 7.01    Financial Covenants. Each of the Borrowers covenant and agree that, until
termination of all of the Commitments and payment in full in cash of the Obligations, the Loan Parties will not permit: 

(a)    Fixed Charge Coverage Ratio. Commencing as of the Trigger Date, the Fixed Charge Coverage Ratio for any
Measurement Period, tested quarterly beginning with the fiscal quarter ending September 30, 2018, to be less than 1.00:1.00. 

(b)    Minimum Global Excess Liquidity. On the (i) the last Business Day of each month and (ii) each date
that a Borrowing Base Certificate is required to be delivered in accordance with Section 5.16, Global Excess Liquidity to be less than $17,500,000. 

(c)    TTM Minimum Net Revenue. Their consolidated Net Revenue for any Measurement Period, tested quarterly
beginning with the fiscal quarter ending September 30, 2018, to be less than the amounts set forth below: 
  

					
	 Measurement Period Ending
	  	Minimum Net
Revenue for
Measurement Period	 
	 September 30, 2018
	  	$	155,000,000	 
	 December 31, 2018
	  	$	145,000,000	 
	 March 31, 2019 and the last day of each fiscal quarter ending thereafter through (and
including) December 31, 2019
	  	$	119,000,000	 


  
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	 March 31, 2020 and the last day of each fiscal quarter ending thereafter
	  	$	129,000,000	 

 (d)    Quarterly Minimum Net Revenue. Their consolidated Net Revenue for any fiscal
quarter of Endologix, tested quarterly beginning with the fiscal quarter ending March 31, 2019 and on the last day of each fiscal quarter ending thereafter, to be less than $27,000,000. 

(e)    Maximum Consolidated Capital Expenditures. The aggregate amount of consolidated Capital Expenditures made by
the Loan Parties and their Subsidiaries to exceed the amounts set forth below: 
  

					
	 Fiscal Year
	  	Amount	 
	 2018
	  	$	2,500,000	 
	 2019
	  	$	3,000,000	 
	 2020
	  	$	5,000,000	 
	 2021
	  	$	2,000,000	 

 (f)    Maximum Consolidated Operating Expenditures. The aggregate amount of
Operating Expenditures made by the Loan Parties and their Subsidiaries for any Measurement Period, tested for the fiscal quarters of Endologix ending December 31 2018 and December 31, 2019, to exceed the amounts set forth below: 

 

					
	 Fiscal Year
	  	Amount	 
	 December 31, 2018
	  	$	160,000,000	 
	 December 31, 2019
	  	$	140,000,000	 

 ARTICLE VIII. 

EVENTS OF DEFAULT. 
 Any
one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement: 

8.01    Payments. Any Borrower or any other Loan Party shall have failed (i) to pay when and as
required to be paid herein or in any other Loan Document, any amount of principal of any Loan, including after maturity of the Loans, or (ii) to pay within three (3) Business Days after the same shall become due, all or any portion of the
Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including Liquidated Damages or any
remaining Commitment Fee, as applicable, and any portion of the Obligations that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency
Proceeding). 

  
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 8.02    Covenants. If any Loan Party or any of their
Subsidiaries shall have failed to comply with or observe (a)(i) Section 3.04, 5.01(a)(i), 5.01(b), 5.02, 5.03, 5.04, 5.05, 5.06, 5.08, 5.09, 5.10, 5.13,
5.14, 5.15, 5.16, 5.17, 5.19, 5.20, 5.21, 5.22 or 5.23 of this Agreement, Article VI of this Agreement, Article VII of this Agreement, (ii) Section 5.2(a), 5.2(c), 5.2(d), 5.3, 5.4,
5.5, 5.7, 5.9 or 5.10 of the Guaranty and Security Agreement, (iii) any provision of any Note or (iv) Section 3, 6, 7, 8, 15 or 18 of the Second Amendment, (b) Section 5.1 of the Guaranty and Security Agreement and such
failure, with respect to this Section 8.02(b) only, shall not have been cured within ten (10) days after the earlier to occur of (y) the date upon which any officer of any Loan Party or any of its Subsidiaries
becomes aware of such failure and (z) the date upon which written notice thereof is given to any Loan Party or any of its Subsidiaries by any Secured Party or (c) any covenant contained in any Loan Document (other than the covenants
described in Section 8.01, Section 8.02(a) or Section 8.02(b) above), and such failure, with respect to this Section 8.02(c) only, shall not have
been cured within thirty (30) days after the earlier to occur of (y) the date upon which any officer of any Loan Party or any of its Subsidiaries becomes aware of such failure and (z) the date upon which written notice thereof is
given to any Loan Party or any of its Subsidiaries by any Secured Party. 
 8.03    Representations,
etc. Any representation, warranty, or certification, made by any Loan Party in any Loan Document or delivered in writing to Agent (including any Third Party Agent), any Lender or any other member of the Lender Group in connection with
this Agreement or any other Loan Document shall have been incorrect, false or misleading in any material respect (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, to which
extent it shall have been incorrect, false or misleading in any respect) as of the date it was made; it being acknowledged and agreed that any projections provided to the Secured Parties are not to be viewed as facts, are not a guarantee of
financial performance, and are subject to uncertainties and contingencies. 
 8.04    Insolvency;
Bankruptcy. (a) Any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries) shall generally be unable to pay its debts as such debts become due, or shall admit in writing its inability to pay its debts as they come due or
shall make a general assignment for the benefit of creditors; (b) any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries) shall declare a moratorium on the payment of its debts; (c) the commencement by any Loan Party
or any of its Subsidiaries (other than Immaterial Subsidiaries) of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the commencement of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization, intervention or other similar relief under any Applicable Law, or the consent by it to the filing of any such petition or to the appointment of an intervenor, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of all or substantially all of its assets; (d) the commencement against any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries) of a proceeding in any court of competent jurisdiction
under any bankruptcy or other Applicable Law (as now or hereafter in effect) seeking its liquidation, winding up, dissolution, reorganization, arrangement or adjustment, or the appointment of an intervenor, receiver, liquidator, assignee, trustee,
sequestrator or other similar official, and any of the following events occur: (i) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (ii) the petition commencing the Insolvency
Proceeding is not timely controverted, (iii) the petition commencing any such proceeding shall continue 

  
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undismissed, or any order, judgment or decree approving or ordering any of the foregoing shall continue unstayed or otherwise in effect, for a period of sixty (60) calendar days of the date
of filing thereof, or (iv) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party or its Subsidiary;
(e) the making by any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries) of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debt generally as they become due; or
(f) any other event shall have occurred which under any Applicable Law would have an effect analogous to any of those events listed above in this Section 8.04. 

8.05    Judgments. One or more judgments, orders or decrees or settlements shall be rendered against any
Loan Party or any Subsidiary of a Loan Party that exceeds by more than $1,000,000 any insurance coverage applicable thereto (to the extent the relevant insurer has been notified of such claim and has not denied coverage therefor) or one or more non-monetary judgments, orders or decrees or settlements shall be rendered against any Loan Party or any Subsidiary of a Loan Party that could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect, and in either case (i) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (ii) there shall be any period of twenty (20) consecutive days during which
such judgment, order or decree shall not have been vacated or discharged or there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof. 

8.06    No Governmental Authorization. Any authorization of a Governmental Authority necessary for the
execution, delivery or performance of any Loan Document or for the validity or enforceability of any of the Obligations under any Loan Document is not given or is withdrawn or ceases to remain in full force or effect. 

8.07    Agreement Invalid Under Applicable Law. Any Applicable Law shall purport to render any material
provision of any Loan Document invalid or unenforceable or shall purport to prevent or materially delay the performance or observance by any Loan Party or any of its Subsidiaries of the Obligations (which, for the avoidance of doubt, shall not apply
to the process of SEC comments in respect of share registration). 
 8.08    Cross-Default. Any Loan Party
or any Subsidiary of any Loan Party (a) shall fail to make any payment in respect of any Indebtedness having an individual principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) in excess of $3,000,000 or having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $8,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the documents relating
thereto on the date of such failure; or (b) shall fail to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness of the type
covered in Section 8.08(a) above, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, such Indebtedness to be 

  
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declared to be due and payable (or otherwise required immediately to be prepaid, redeemed, purchased or defeased) prior to its stated maturity (without regard to any subordination terms with
respect thereto) or cash collateral in respect thereof to be demanded; provided however that, notwithstanding the foregoing, any event or condition that occurs that permits holders of convertible Indebtedness permitted hereunder to convert such
Indebtedness into Stock (other than Disqualified Stock) or such other consideration permitted pursuant to Section 6.19 pursuant to the terms of the applicable indenture shall not constitute a Default or Event of Default
hereunder on such basis alone. 
 8.09    Loan Documents; Security Interests. Any material provision of
any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Loan Party or any Subsidiary of any Loan Party party thereto or any Loan Party or any Subsidiary of any Loan Party shall so state in writing or bring
an action to limit its obligations or liabilities thereunder or otherwise contest the validity, binding effect or enforceability of the Loan Documents; or any Loan Document shall for any reason (other than pursuant to the terms thereof) cease to
create a valid security interest in any of the Collateral in excess of such Collateral that has a fair market value of $50,000 as determined by the Agent in its sole reasonable discretion (to the extent that such perfection or priority is required
hereby) purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first priority security interest (subject only to the prior priority of the Permitted Priority Liens). 

8.10    ERISA. (a) The occurrence of any ERISA Event that could reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect or (b) the imposition of a Lien on any asset of a Loan Party or a Subsidiary of a Loan Party with respect to any Title IV Plan or Multiemployer Plan. 

8.11    Product Withdrawal. The voluntary withdrawal or institution of any action or proceeding by the FDA
or similar Governmental Authority to order the withdrawal of any Product or Product category from the market or to enjoin a Loan Party, such Loan Party’s Subsidiaries or any representative of a Loan Party or its Subsidiaries from testing,
manufacturing, processing, assembly, packaging, labeling, marketing, importing, exporting, selling or distributing any Product or Product category that has, individually or in the aggregate, resulted (or could reasonably be expected, individually or
in the aggregate, to result) in a Material Adverse Effect, (ii) the institution of any action or proceeding by the DEA, the FDA, or any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict any Regulatory
Required Permit held by a Loan Party, its Subsidiaries or any representative of a Loan Party or its Subsidiaries, which, in each case of this clause (ii), has, individually or in the aggregate resulted (or could reasonably be expected,
individually or in the aggregate, to result) in a Material Adverse Effect, (iii) the commencement of any enforcement action against a Loan Party, a Loan Party’s Subsidiaries or any representative of a Loan Party or its Subsidiaries (with
respect to the business of a Loan Party or its Subsidiaries) by the DEA, the FDA, or any other Governmental Authority which has, individually or in the aggregate, resulted (or could reasonably be expected, individually or in the aggregate, to
result) in a Material Adverse Effect, or (iv) the occurrence of adverse test results in connection with a Product which has, individually or in the aggregate, resulted (or could reasonably be expected, individually or in the aggregate, to
result) in a Material Adverse Effect. 

  
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 8.12    Change in Law. The introduction of, or any change
in, any law or regulation governing or affecting the healthcare industry, including any Healthcare Laws, that has or could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

8.13    Material Contract Default. Any Loan Party defaults under or breaches any Material Contract (after
any applicable grace period contained therein), or a Material Contract shall be terminated by a third party or parties party thereto prior to the expiration thereof (other than in accordance with its terms), the Remaining Original 3.25% Convertible
Notes, the 5.00% Convertible Notes, any Permitted Convertible Note Refinancing, any Term Debt Document, the Second Lien Subordination and Intercreditor Agreement or any Permitted Japan Lifeline Unsecured Debt Documents or there is a loss of a
material right of a Loan Party under any such Material Contract to which it is a party, in each case which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

8.14    Other Default or Breach. The occurrence of any breach or default under any terms or provisions of
any 3.25% Convertible Note Document, any Convertible Note Document, any Term Debt Document, any Permitted Japan Lifeline Unsecured Debt Documents, the Second Lien Subordination and Intercreditor Agreement or any Subordinated Debt Document or the
occurrence of any event requiring the prepayment or mandatory redemption of any Remaining Original 3.25% Convertible Note, any other 3.25% Convertible Note Document, any 5.00% Convertible Note or any other 5.00% Convertible Note Document (or any
Permitted Convertible Note Refinancing thereof or any indenture or related document governing any Permitted Convertible Note Refinancing), any Term Debt Document, any Permitted Japan Lifeline Unsecured Debt Documents or of any Subordinated Debt;
provided, however, that, notwithstanding the foregoing, any event or condition that occurs that permits holders of convertible Indebtedness permitted hereunder to convert such Indebtedness into Stock (other than Disqualified Stock) or
such other consideration permitted pursuant to Section 6.19 pursuant to the terms of the applicable agreement shall not constitute a Default or Event of Default hereunder on such basis alone. 

8.15    Criminal Proceedings. The institution by any Governmental Authority of criminal proceedings against
any Loan Party. 
 8.16    Payment of Subordinated Debt. Any Loan Party makes any prepayment, payment,
redemption or repayment on account of any Subordinated Debt or any other Indebtedness that has been subordinated to any of the Obligations, other than (i) payments specifically permitted by the terms of such subordination or the applicable
Subordination Agreement and (ii) solely with respect to the Permitted Japan Lifeline Unsecured Debt, any interest payments expressly permitted under both clause (r) of the definition of “Permitted Indebtedness” and the Japan
Lifeline Subordination Agreement so long as (A) the Japan Lifeline Subordination Agreement is in full force and effect and binding and enforceable against all parties thereto at all times, (B) no breach, violation or default has occurred
under any of the Permitted Japan Lifeline Unsecured Debt Documents or the Japan Lifeline Subordination Agreement and (C) no Default or Event of Default has occurred and is continuing. 

8.17    Any Intercreditor Agreement Provisions Invalid. Any provisions of the Intercreditor Agreement or the
Second Lien Subordination and Intercreditor Agreement shall for 

  
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any reason be revoked or invalidated, or otherwise cease to be in full force and effect, other than in accordance with the terms thereof, or any Person shall contest in any manner the validity or
enforceability thereof or deny that it has any further liability or obligation thereunder. 

8.18    Guaranty. If the obligation of any Guarantor under the guaranty contained in the Guaranty and
Security Agreement is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement). 

8.19    Subordination Provisions. (a) Any subordination provisions in respect of the documents
evidencing or governing any Subordinated Debt (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable
Subordinated Debt; or (b) any Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, (ii) that the
Subordination Provisions exist for the benefit of the Lender Group or (iii) that all payments of principal of or premium and interest on the applicable Subordinated Indebtedness, or realized from the liquidation of any property of any Loan
Party, shall be subject to any of the Subordination Provisions. 
 8.20    Change in Control. A Change in
Control shall occur. 
 8.21    Not Publicly Traded. The Common Stock shall cease to be registered under
the Exchange Act or to be listed on the Principal Market. 
 8.22    Term Debt Defaults. Any Loan Party or
any Subsidiary (a) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the Term Debt, or (b) fails to observe or perform any other agreement or condition
relating to the Term Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Term Debt
or the beneficiary or beneficiaries of any Guarantee related thereto (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, such Term Debt to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Term Debt to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be
demanded. 
 8.23    Invalidity of any Subordination Agreement. Any terms or provisions of the Japan
Lifeline Subordination Agreement or any other Subordination Agreement shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, other than in accordance with the terms thereof, or any Person shall breach,
violate or default any of the terms thereof or contest in any manner the validity or enforceability thereof or deny that such Person has any further liability or obligation thereunder. 

8.24    3.25% Convertible Note Document or 5.00% Convertible Note Document Defaults. Any event, circumstance
or other action shall occur that causes any holder of, or party to, any Remaining Original 3.25% Convertible Note, any other 3.25% Convertible Note Document, any 5.00% Convertible Note, any other 5.00% Convertible Note Document, any indenture, note,
agreement, instrument or document with respect to (or evidencing) any Permitted 

  
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Convertible Note Refinancing or any indenture, note, agreement, instrument or document under (or evidencing) any Permitted Convertible Note Refinancing, any other Convertible Note Document or any
related agreement, instrument or document to cause the payment, prepayment, repayment, redemption, conversion or cash settlement thereof, or provides such holder or party with the right (whether exercised or not) to cause such payment, prepayment,
repayment, redemption, conversion or cash settlement thereof; provided, however, that, notwithstanding the foregoing, any event, circumstance or other action that permits holders of, or party to, any Remaining Original 3.25%
Convertible Note, any other 3.25% Convertible Note Document, any 5.00% Convertible Note, any other 5.00% Convertible Note Document, or any indenture, note, agreement, instrument or document with respect to (or evidencing) any Permitted Convertible
Note Refinancing to convert such Indebtedness into Stock (other than Disqualified Stock) or such other consideration expressly permitted by the terms and provisions of Section 5.2(xx) pursuant to the terms of the applicable agreement,
instrument or document shall not constitute a Default or Event of Default solely under this Section 5.4(z) on such basis alone. 

ARTICLE IX. 
 RIGHTS AND
REMEDIES. 
 9.01    Rights and Remedies. Upon the occurrence and during the continuation of an Event
of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrower Representative), in addition to any other rights or remedies provided for hereunder or under any
other Loan Document or by applicable law, do any one or more of the following: 
 (a)    declare the principal of, and
any and all accrued and unpaid interest and fees (including Liquidated Damages, as applicable) in respect of, the Loans and all other Obligations, whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and
payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full in cash, without presentment, demand, protest, or further notice or other requirements of any kind,
all of which are hereby expressly waived by Borrowers; 
 (b)    declare the Commitments terminated, whereupon the
Commitments shall immediately be terminated together with any obligation of any Revolving Lender to make Revolving Loans; and 

(c)    exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable
law, or in equity. 
 Notwithstanding anything to the contrary in this Agreement, and the other Loan Documents, each Borrower hereby irrevocably and
unconditionally constitutes and appoints Agent and any of Agent’s Affiliates, attorneys, representatives or agents, with full power of substitution, as such Borrower’s true and lawful attorney-in-fact with full irrevocable and unconditional power and authority in the place and stead of such Borrower and in the name of such Borrower or in its own name, for the purpose of carrying out the
terms of this Agreement, and the other Loan Documents, to take any appropriate steps or actions and to execute and deliver (and perform under on such Borrower’s behalf) any agreement, document or instrument that may be necessary or desirable to


  
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accomplish the purposes and/or effectuate the items and actions set forth in this Agreement, and the other Loan Documents, in each case, (i) that any such Loan Party fails to take that are
required under such documents, agreements or instruments or (ii) during the existence of any Event of Default. 
 The foregoing to the contrary
notwithstanding, upon the occurrence of any Event of Default described in Section 8.04, in addition to the remedies set forth above, without any notice to Borrower Representative or any other Person or any act by the Lender
Group, the Commitments shall automatically terminate and the Obligations, inclusive of the principal of, and any and all accrued and unpaid interest and fees (including Liquidated Damages, as applicable) in respect of, the Loans and all other
Obligations, whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrowers shall automatically be obligated to repay all of such Obligations in full in cash,
without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Borrowers. 

9.02    Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other
Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or
remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it. 

ARTICLE X. 
 WAIVERS;
INDEMNIFICATION. 
 10.01    Demand; Protest; etc. Borrowers waive demand, protest, notice of protest,
notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which
Borrowers may in any way be liable. 
 10.02    The Lender Group’s Liability for
Collateral. Borrowers hereby agree that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral,
(ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other
Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers. 

10.03    Indemnification. Borrowers shall pay, indemnify, defend, and hold the Agent-Related Persons, the
Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all losses, claims, demands, suits, actions, investigations, proceedings,
liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses, joint and several, actually incurred in connection therewith or in connection with
the enforcement of this indemnification (as and when they are incurred and 

  
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irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and
delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or any claim, litigation, investigation or proceeding relating to any of the
foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such claim, litigation, investigation or proceeding are brought by Borrowers or their equity holders, affiliates, creditors or any other person, or the
transactions contemplated hereby or thereby or the monitoring of Borrowers’ and their Subsidiaries’ compliance with the terms of the Loan Documents, and to reimburse each Indemnified Person within thirty (30) days after written demand
for any reasonable, actual documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (provided, that the
indemnification in this clause (a) shall not extend to any Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), (b) with respect to any actual or
prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans hereunder, or the use of the proceeds of the Loans provided hereunder (irrespective of whether any Loan Party or
Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets
or properties owned, leased or operated by Borrowers or any of their Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to Borrowers, any of their Subsidiaries or any assets, properties,
operations or actions of Borrowers or any of their Subsidiaries or any other violations of or liabilities arising under Environmental Law or Environmental Permits by or relating to Borrowers or any of their Subsidiaries or any assets or properties
owned, leased or operated by Borrowers or any of their Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified
Person under this Section 10.03 with respect to any Indemnified Liability (A) that a court of competent jurisdiction finally determines to have resulted from the gross negligence, bad faith or willful misconduct of
such Indemnified Person or its Affiliates or any officers, directors, employees, controlling persons or members of the foregoing or (B) arising out of a material breach by such Indemnified Person of its obligations hereunder. This provision
shall survive the termination of this Agreement, the termination of the Commitments and the repayment in full in cash of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified
Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT
LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER
PERSON. THE PROVISIONS OF THIS SECTION 10.03 SHALL SURVIVE THE RESIGNATION OR TERMINATION OF AGENT AND TERMINATION OF THIS AGREEMENT. 

  
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 ARTICLE XI. 

NOTICES. 
 Unless otherwise
provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage
prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or
telefacsimile. In the case of notices or demands to Borrower Representative or Agent, as the case may be, they shall be sent to the respective address set forth below: 
  

 

			
	If to Borrower	  	
	Representative:	  	Endologix, Inc.
		  	2 Musick
		  	Irvine, CA 92618
		  	E-mail: vmahboob@endologix.com
		  	E-mail: jtejedor@endologix.com
		  	Attn: Vaseem Mahboob, CFO
		  	Attn: James Tejedor, Treasury Manager
	
	with copies to (which shall not be deemed to constitute notice): DLA Piper LLP
		
		  	1251 Avenue of the Americas
		  	New York, New York 10020-1104
		  	Email: gregory.ruback@dlapiper.com
		  	Attn: Greg Ruback, Esq.
		  	Fax No.: (212) 884-8682
		
	If to Agent:	  	Deerfield ELGX Revolver, LLC
		
		  	 c/o Deerfield Management Company, L.P.
 780
Third Avenue, 37th Floor

		  	New York, NY 10017
		  	Facsimile: 212-599-3075
		  	E-mail: dclark@deerfield.com
		  	Attn: David J. Clark, Esq
	
	with copies to (which shall not be deemed to constitute notice):
		
		  	Katten Muchin Rosenman LLP 575 Madison Avenue
		  	New York, NY 10022-2585
		  	Facsimile: (212) 940-9776
		  	E-mail: mark.ramsey@katten.com and mark.wood@katten.com
		  	Attn: Mark Ramsey, Esq.
		  	Attn: Mark D. Wood, Esq.


  
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		  	 and, solely to the extent that Cortland Capital Market

Services LLC is the Third Party Agent during any Third
 Party
Agent Retention Period:

		
		  	 Cortland Capital Market Services LLC
 225 W.
Washington Street, 9th Floor

		  	Chicago, IL 60606
		  	E-mail: CortlandABLServices@cortlandglobal.com and legal@cortlandglobal.com
		  	Attn: ABL Services

 Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing
manner given to the other party (or, in the case of any Third Party Agent, in the notice delivered to Borrower Representative pursuant to clause (b) of the definition of “Third Party Agent” herein). All notices or demands sent in
accordance with this Article XI, shall be deemed received on the earlier of the date of actual receipt or three (3) Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier
service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt
requested” function, as available, return email or other written acknowledgment). 
 ARTICLE XII. 

CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; 

JUDICIAL REFERENCE PROVISION. 

(a)    THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER
LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO
OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

(b)    THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL
OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE 

  
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AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWERS AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY
RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b). 

(c)    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWERS AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR
RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). BORROWERS AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

(d)    BORROWERS HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL DIVISION,
NEW YORK STATE SUPREME COURT AND THE FEDERAL COURTS, IN EACH CASE, SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN (AND, IN EACH CASE, THE APPLICABLE STATE AND FEDERAL APPEALS COURTS SITTING IN THE CITY OF NEW YORK OR, IF NOT AVAILABLE OR
APPLICABLE, THE STATE OF NEW YORK), IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(e)    NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST AGENT (INCLUDING ANY THIRD PARTY AGENT), ANY LENDER OR ANY
AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR


  
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EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR
SUSPECTED TO EXIST IN ITS FAVOR. 
 ARTICLE XIII. 

ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS. 

13.01    Assignments and Participations. 

(a)        (i)      Subject to the conditions set forth in clause (a)(ii)
below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more Eligible Assignee (each, an “Assignee”),
without the prior written consent of any other Person (other than as expressly required in the definition of “Eligible Assignee”). 

(ii)    Assignments shall be subject to the following additional conditions: 

(A)    [reserved]; 

(B)    the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder
and under the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $1,000,000
(except such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender, (II) an assignment or delegation of all remaining Commitments
held by such assigning Lender or (III) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least
$1,000,000); 
 (C)    each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement; 
 (D)    the parties to
each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee
until (1) such Lender and the Assignee have delivered Agent an Assignment and Acceptance, and (2) unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the amount
of $3,500; and 
 (E)    the assignee, if it is not a Lender, unless waived by Agent, shall deliver to
Agent an Administrative Questionnaire in a form approved by Agent (the “Administrative Questionnaire”) and all documentation and other information 

  
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required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act. 

(b)    From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of
the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and
shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (except with respect to Section 10.03) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein shall release any
assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article XV and Section 17.08(a). 

(c)    By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee
thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished
pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations
under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent (and, during any Third Party Agent Retention Period, the Third
Party Agent) to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent (or the Third Party Agent, as applicable), by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 

(d)    Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the
assigning Lender pursuant to Section 13.01(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the
Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. 

  
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 (e)    Any Lender may at any time sell to one or more commercial banks,
financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating
Lender”) hereunder and under the other Loan Documents; provided, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the
participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating
Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent (any Third Party Agent), and the Lenders
shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any
participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with
respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder
in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such
Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones
the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or an
Affiliate of a Loan Party, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no
Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent (or any Third Party Agent), Borrowers, the Collateral, or otherwise in respect of the Obligations. No Participant
shall have the right to participate directly in the making of decisions by the Lenders among themselves. 
 (f)    In
connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of
Section 17.08, disclose all documents and information which it now or hereafter may have relating to Borrowers and their Subsidiaries and their Affiliates and their respective businesses and Stock and properties. 

(g)    Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or
pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal 

  
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Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.
Notwithstanding anything to the contrary herein, (i) any Lender shall be permitted to pledge or grant a security interest in all or a portion of such Lender’s rights hereunder including, but not limited to, any Loans (without the consent
of, or notice to or any other action by, any other party hereto) to secure the obligations of such Lender or any of its Affiliates to any Person providing any loan, letter of credit or other extension of credit to or for the account of such Lender
or any of its Affiliates and any agent, trustee or representative of such Person and (ii) Agent shall be permitted to pledge or grant a security interest in all or any portion of its rights hereunder or under the other Loan Documents,
including, but not limited to, rights to payment (without the consent of, or notice to or any other action by, any other party hereto), to secure the obligations of Agent or any of its Affiliates to any Person providing any loan, letter of credit to
or for the account of Agent or any of its Affiliates and any agent, trustee or representative of such Person; provided in each case, that no such pledge or assignment of a security interest shall release such Lender or Agent from its
obligations hereunder or substitute any such pledgee or assignee for such Lender or Agent as a party hereto. 

(h)    The Loan Parties hereby acknowledge that the Lenders and their Affiliates may securitize the Loans (a
“Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans to their controlled
Affiliates, which loans to the Lenders or their Affiliates or direct or indirect interests may be rated by Moody’s, S&P or one or more other rating agencies. The Loan Parties shall, to the extent commercially reasonable, cooperate with the
Lenders and their Affiliates to effect any and all Securitizations. Notwithstanding the foregoing, no such Securitization shall release the Lender party thereto from any of its obligations hereunder except in accordance with
Section 13.01(a). 
 (i)    During any Third Party Agent Retention Period, the Third Party
Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name and address of each Lender as the
registered owner of the Loans and/or Revolver Commitments (and the principal amount thereof and stated interest thereon) held by such Lender (each, a “Registered Loan”). During any Non-Third
Party Agent Retention Period, the Borrower Representative shall maintain such Register and shall make such Register available to any member of the Lender Group at any reasonable time upon reasonable prior notice to the Borrower Representative. Upon
the request of any Third Party Agent upon the commencement of any Third Party Agent Retention Period, the Borrower Representative shall share such Register with the Third Party Agent, and with respect to any discrepancies between the records or
Register of the Borrower Representative, on the one hand, and the records or Register of any Lender, the Agent or the Third Party Agent, on the other hand, the records and Register of such Lender, Agent or Third Party Agent shall govern and control
absent manifest error. Other than in connection with an assignment by a Lender of all or any portion of its portion of the Loans and/or Revolver Commitments to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan
(and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or
sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by 

  
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registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument
of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the
designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan (and the
registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all
or any portion of its Loans and/or Revolver Commitments to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register
comparable to the Register. 
 (j)    In the event that a Lender sells participations in the Registered Loan, such
Lender, as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the
principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same)
may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any,
evidencing the same) may be effected only by the registration of such participation on the Participant Register. 

(k)    Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register to the
extent it has one) available for review by Borrowers from time to time as Borrowers may reasonably request. 

13.02    Successors. This Agreement shall bind and inure to the benefit of the respective successors and
assigns of each of the parties; provided, that Borrowers and other Loan Parties may not assign this Agreement or any of the other Loan Documents or any rights, obligations or duties hereunder or thereunder without Agent’s and all the
Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by Agent and/or the Lenders shall release Borrowers from their Obligations. A Lender may assign this Agreement and
the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.01 and, except as expressly required pursuant to Section 13.01, no consent or approval by
Borrowers is required in connection with any such assignment. For the avoidance of doubt, Agent may delegate any of its rights, duties and obligations to any Third Party Agent during any Third Party Agent Retention Period. 

ARTICLE XIV. 

AMENDMENTS; WAIVERS. 

14.01    Amendments and Waivers. 

(a)    No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document, and no
consent with respect to any departure by Borrowers 

  
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therefrom, shall be effective unless the same shall be in writing and signed by the Agent, the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties
that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and
signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following: 

(i)    increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate
the last sentence of Section 2.03(c)(i), 
 (ii)    postpone or delay any date fixed by this
Agreement or any other Loan Document for any payment of principal, interest, fees (including Liquidated Damages), or other amounts due hereunder or under any other Loan Document, 

(iii)    reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce
any fees or other amounts payable hereunder or under any other Loan Document (except (A) in connection with the waiver of applicability of Section 2.05(c) (which waiver shall be effective with the written consent of
the Required Lenders) and (B) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause
(iii)), 
 (iv)    amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or
other action by all Lenders, 
 (v)    amend, modify, or eliminate 3.02, 

(vi)    amend, modify, or eliminate Section 15.11, 

(vii)    other than as permitted by Section 15.11, release Agent’s Lien in and to all or
substantially all of the Collateral, 
 (viii)    amend, modify, or eliminate the definitions of “Required
Lenders” or “Pro Rata Share”, 
 (ix)    contractually subordinate any of Agent’s Liens, 

(x)    other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the
terms hereof or the other Loan Documents, release Borrowers or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by Borrowers or any Guarantor of any of its rights or duties under this Agreement or
the other Loan Documents, 
 (xi)    amend, modify, or eliminate any of the provisions of
Section 2.03(b)(i) or (ii) Section 2.03(e), or 

  
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 (xii)    amend, modify, or eliminate any of the provisions of
Section 13.01 with respect to assignments to, or participations with, Persons who are Loan Parties or Affiliates of Loan Parties; 

(b)    No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate, 

(i)    [reserved], and 

(ii)    any provision of Article XV pertaining to Agent, or any other rights or duties of Agent under this
Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders. 

14.02    [Reserved]. 

14.03    No Waivers; Cumulative Remedies. No failure by Agent (including any Third Party Agent), any Lender
or any other member of the Lender Group to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent (including any Third Party Agent), any Lender or any other member of the Lender Group in exercising
the same, will operate as a waiver thereof. No waiver by Agent (including any Third Party Agent), any Lender or any other member of the Lender Group will be effective unless it is in writing, and then only to the extent specifically stated. No
waiver by Agent (including any Third Party Agent), any Lender or any other member of the Lender Group on any occasion shall affect or diminish Agent’s (including any Third Party Agent’s), each Lender’s and each other member of the
Lender Group’s rights thereafter to require strict performance by Borrowers and the other Loan Parties of any provision of this Agreement or any other Loan Document. Agent’s (including any Third Party Agent’s), each Lender’s and
each other member of the Lender Group’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent (including any Third Party Agent), any Lender or any other member of
the Lender Group may have. 
 ARTICLE XV. 

AGENT; THE LENDER GROUP. 

15.01    Appointment and Authorization of Agent (and any Third Party Agent). Each Lender hereby irrevocably
appoints and authorizes Agent (including any Third Party Agent) to enter into each of the Loan Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent (or such Third Party Agent) on its behalf and
to exercise such powers under the Loan Documents as are delegated to Agent (or such Third Party Agent) by the terms thereof, together with all such powers as are reasonably incidental thereto. Subject to the terms of
Section 14.01 and to the terms of the other Loan Documents, Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders. The provisions of
this Article XV are solely for the benefit of Agent (including any Third Party Agent) and Lenders and neither any Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions
hereof. In performing its functions and duties under this Agreement, Agent (and any Third Party Agent) shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any 

  
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obligation toward or relationship of agency or trust with or for any Borrower or any other Loan Party. Agent may perform any of its duties hereunder, or under the Loan Documents, by or through
its agents, subagents, servicers, trustees, investment managers or employees or any Third Party Agent. Agent shall have the same rights and powers under the Loan Documents as any other Lender and may exercise or refrain from exercising the same as
though it were not Agent, and Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with each Loan Party or Affiliate of any Loan Party as if it were not Agent hereunder. The duties of Agent shall be
mechanical and administrative in nature. Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan Documents is intended to or
shall be construed to impose upon Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein. 

15.02    Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan
Document by or through agents, employees, attorneys in fact or any Third Party Agent and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any
agent, attorney in fact or Third Party Agent that it selects as long as such selection was made without a final, non-appealable binding decision of a court of competent jurisdiction to be from the gross
negligence or willful misconduct of Agent. 
 15.03    Liability of Agent. Neither Agent nor any of its
directors, officers, agents, subagents, trustees, investment managers, servicers or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Loan Documents, except that Agent shall be liable with respect
to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of
competent jurisdiction. Neither Agent nor any of its directors, officers, agents, subagents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement,
warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements specified in any Loan Document; (c) the satisfaction of any condition
specified in any Loan Document; (d) the validity, effectiveness, sufficiency or genuineness of any Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith;
(e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Loan Party. Agent shall not incur any liability by acting in reliance upon any notice,
consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Agent shall not be liable for any
apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to
recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). Agent may consult with legal
counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. 

  
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 15.04    Reliance by Agent. Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document
or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or any other Loan Party or counsel to
any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or
concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. 

15.05    Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of
which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.”
Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other
Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.04, Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Required Lenders in accordance with Article IX; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable. 

15.06    Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any
representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related
Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of an
investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking 

  
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or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of Borrowers or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have
any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrowers or any other Person party to a Loan
Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly
specified herein) to provide such Lender with any credit or other information with respect to Borrowers, their Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into
Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement. 

15.07    Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent
Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including with respect to due diligence expenses and periodic reviews of insurance and
Collateral, court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security
guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers or the other Loan Parties are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed
to deduct and retain sufficient amounts from (a) any deposits paid on or prior to the Closing Date and any subsequent deposits paid by Borrowers or any other Loan Party to Agent hereunder or under any other Loan Document, or (b) payments
or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the
event Agent is not reimbursed for such costs and expenses by Borrowers, any other Loan Party or their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the
transactions contemplated hereby are consummated, (i) Agent is authorized and directed to deduct and retain sufficient amounts from any deposits paid on or prior to the Closing Date and any subsequent deposits paid by Borrowers or any other
Loan Party to Agent hereunder or under any other Loan Document for the payment of the Indemnified Liabilities and (ii) each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed
by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided, that no Lender shall be liable for the payment to any Agent-Related Person of any portion
of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct as determined by a final, non-appealable and binding decision of a court of competent
jurisdiction. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and
expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement or any other Loan 

  
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Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers and the other Loan Parties. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of Agent (and any resignation, replacement or termination of any Third Party Agent). 

15.08    Agent in Individual Capacity. Agent and its Affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, acquire Stock in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrowers and their Subsidiaries and Affiliates and any other Person party to
any Loan Document as though Agent were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The terms “Lender” and “Lenders” include Agent in its individual capacity. 

15.09    Assignment by Agent; Resignation of Agent; Successor Agent. 

(a)    Agent may resign as Agent upon thirty (30) days’ notice to the Lenders (or such lesser period agreed to by
the Required Lenders). If Agent resigns under this Agreement, Agent may appoint, with the consent of the Required Lenders, a successor Agent. If no successor Agent is appointed prior to the effective date of the resignation of Agent, the Required
Lenders may appoint a successor Agent from among the Lenders or may appoint another Person as a successor Agent. Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term “Agent” shall mean such successor Agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. If no successor Agent has accepted appointment as Agent by the
date which is 30 days (or such lesser period agreed to by the Required Lenders) following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders
shall perform all of the duties of Agent hereunder (and all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly) until such time, if any, as the Required Lenders
appoint a successor Agent as provided for above. 
 (b)    Upon (i) an assignment permitted by
Section 15.09(a) above, or (ii) the acceptance of a successor’s appointment as Agent pursuant to Section 15.09(a) above, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents (if not already discharged therefrom as provided
above in this Section 15.09). The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. After the retiring
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article XV and Section 15.09 shall continue in effect for the benefit of such retiring Agent and its
agents and subagents and its Third Party Agents in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting or was continuing to act as Agent. 

(c)    Notwithstanding anything to the contrary in any of the Loan Documents, any Third Party Agent that becomes the Agent
or a subagent of Agent and any delegation, assignment or other transfer of duties, responsibilities or rights of Agent to any Third Party Agent, in each case, 

  
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does not require the consent of any Person (other than Agent) and shall be permitted at all times under the Loan Documents. 

15.10    Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrowers and their Subsidiaries and Affiliates and any other
Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. 

15.11    Collateral Matters. 

(a)    Lenders irrevocably authorize Agent, at its sole option and in its sole discretion, to release any Lien granted to
or held by Agent under any Loan Document (a) upon termination of all of the Commitments and payment in full in cash of all Obligations; (b) constituting property sold or disposed of as part of or in connection with any disposition
permitted by Section 6.04 that is not to another Loan Party (it being understood and agreed that Agent may (but is not required to) conclusively rely without further inquiry on a certificate of an Authorized Officer as to
the sale or other disposition of property being made in full compliance with Section 6.04 and the other provisions of the Loan Documents); or (c) in connection with a credit bid or purchase authorized under this
Section 15.11. Upon request by Agent at any time, Lenders will confirm Agent’s authority to release particular types or items of Collateral pursuant to this Section 15.11. 

(b)    The Loan Parties and the members of the Lender Group hereby irrevocably authorize Agent, based upon the instruction
of the Required Lenders, to (A) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code,
including Section 363 of the Bankruptcy Code, (B) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the
provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (C) credit bid or purchase (either directly or indirectly through one or more
entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In
connection with any such credit bid or purchase, (1) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated
for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be
estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of
such credit bid or purchase) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid)
in the Collateral that is the subject of such credit bid or purchase (or in the Stock of the any entities that are used to consummate such credit bid or purchase), and (2) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate 

  
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such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the
aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without
the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent at any time, the Lenders will confirm in writing
Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, that (x) anything to the contrary contained in any of the Loan Documents
notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence
other than the release of such Lien without recourse, representation, or warranty, and (y) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations
of Borrowers and the other Loan Parties in respect of) any and all interests retained by Borrowers and the other Loan Parties, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further
hereby irrevocably authorizes Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted
Purchase Money Indebtedness. 
 (c)    Agent shall have no obligation whatsoever to any of the Lenders (i) to
verify or assure that the Collateral exists or is owned by Borrowers, the other Loan Parties or their Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been
properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect
thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or
under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its
capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein. 

15.12    Restrictions on Actions by Lenders; Sharing of Payments. 

(a)    Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to
the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Borrowers, the other Loan Parties or their Subsidiaries or any deposit accounts of Borrowers, the
other Loan Parties or their Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including,
the commencement of any legal or equitable proceedings to enforce 

  
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any Loan Document against Borrowers or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. 

(b)    If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any
proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such
Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available
funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and
participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment
received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such
purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. 

15.13    Agency for Perfection. Agent and each other member of the Lender Group hereby appoint each other
member of the Lender Group and any Third Party Agent as agent for the purpose of perfecting Agent’s security interest and Liens in the Collateral and assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction,
can be perfected by possession or control. Should any member of the Lender Group (other than Agent) obtain possession or control of any such assets, such member of the Lender Group shall notify Agent thereof, and, promptly upon Agent’s request
therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions. Each member of the Lender Group (other than Agent) agrees that it will not have
any right individually to enforce or seek to enforce any Loan Document or to realize upon any Collateral unless instructed to do so by Agent (or consented to by Agent), it being understood and agreed by the members of the Lender Group that such
rights and remedies may be exercised only by Agent. 
 15.14    Payments by Agent to the Lenders. All
payments to be made by Agent (or any Third Party Agent) to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent
(or such Third Party Agent). Concurrently with each such payment, Agent (or, during any Third Party Agent Retention Period, the Third Party Agent with the approval of Agent) shall identify whether such payment (or any portion thereof) represents
principal, premium, fees, interest or other amounts of the Obligations. 
 15.15    Concerning the Collateral
and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance with the
terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers 

  
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that are reasonably incidental thereto, shall be binding upon all of the members of the Lender Group. 

15.16    Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or
hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute
the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their
respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall
be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender.
Except as provided in Section 15.07, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrowers, any other Loan Party, any of
their Subsidiaries or Affiliates or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for such Lender or on its behalf, nor to take any other action on behalf of such
Lender hereunder or in connection with the financing contemplated herein. 
 15.17    Right to Request and Act
on Instructions. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or desires to take or to grant, and
if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding
any approval under any of the Loan Documents until it shall have received such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall
have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Required Lenders (or all or such other portion of
the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of Required Lenders (or such other applicable portion of the Lenders), Agent shall have no obligation to take any action if it believes, in good faith, that
such action would violate Applicable Law or exposes Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Section 15.07. 

ARTICLE XVI. 

WITHHOLDING TAXES. 

16.01    Payments. 

(a)    All payments by or on account of any obligation of any Loan Party under any Loan Document will be made free and
clear of, and without deduction or withholding for, any present or future Taxes except as otherwise required by applicable law, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowers shall comply with the next
sentence of 

  
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this Section 16.01. If any Applicable Law requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (a) the applicable
Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and (b) if such Taxes are Indemnified
Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this
Section 16.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Borrowers will furnish to Agent (including any Third Party Agent) and the
Lenders as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to Applicable Law, the original or certified copy of tax receipts issued by such Governmental Authority evidencing such payment by Borrowers, a copy of
the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent and the Lenders. Borrowers agree to pay any present or future stamp, value added or documentary Taxes or any other excise or property Taxes,
charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. 

(b)    Borrowers shall reimburse and indemnify, within ten days after receipt of demand therefor, each Recipient for all
Indemnified Taxes (including all Indemnified Taxes imposed on amounts payable under this Section 16.01(b)) paid or payable by such Recipient, whether or not such Indemnified Taxes were correctly or legally asserted. A
certificate of the applicable Recipient(s) setting forth the amounts to be paid thereunder and delivered to the Borrowers shall be conclusive, absent manifest error. 

16.02    Exemptions. 

(a)    If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such
Lender or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement: 

(i)    if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the
portfolio interest exception, (A) a statement (a “Portfolio Interest Certificate”) of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in
Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrowers (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrowers within the meaning of
Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, Form W-8BEN-E or Form W-8IMY (with proper attachments). If such Lender or Participant is a partnership and one or more direct or indirect partners of such Lender or Participant are claiming the portfolio interest exemption, such Lender
or Participant may provide a Portfolio Interest Certificate on behalf of such partners. 
 (ii)    if such Lender or
Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN or Form W-8BEN-E; 

  
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 (iii)    if such Lender or Participant is entitled to claim that
interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS
Form W-8ECI; 
 (iv)    if such Lender or Participant is entitled to claim
that interest paid under this Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY
(with proper attachments); 
 (v)    a properly completed and executed copy of any other form or forms, including IRS
Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax; or 

(vi)    a properly completed form or forms, and other required documentation (to be designated under Sections 1471 and
1472 of the IRC) to claim an exemption from any withholding tax imposed under FATCA. 
 (b)    Each Lender or
Participant shall provide new forms (or successor forms) to Agent (or, in the case of a Participant, to the Lender granting the participation only) at the time or times reasonably requested by Agent (or, in the case of a Participant, the Lender
granting the participation only), but only if such Lender or such Participant is legally able to deliver such forms, and shall promptly notify of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

 (c)    If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United
States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such
jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, and at the time or times reasonably requested by Agent, but only if such Lender or
such Participant is legally able to deliver such forms, provided, that nothing in this Section 16.02(c) shall require a Lender or Participant to disclose any information that it deems to be confidential (including
without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) and shall promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in
circumstances which would modify or render invalid any claimed exemption or reduction. 
 (d)    If a Lender or
Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers and the other Loan Parties to such
Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of
Obligations of Borrowers and the other Loan Parties to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender’s or such 

  
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Participant’s documentation provided pursuant to Section 16.02(a) or 16.02(c) as no longer valid. With respect to such percentage amount, such Participant or
Assignee may provide new documentation, pursuant to Section 16.02(a) or 16.02(c), if applicable. Borrowers and the other Loan Parties agree that each Participant shall be entitled to the benefits of this Article XVI
with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Article XVI with respect thereto. 

(e)    If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to Agent (or, in the case of a
Participant, to the Lender granting the participation only) at the time or times prescribed by law and at such time or times reasonably requested by Agent (or, in the case of a Participant, the Lender granting the participation) such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by Agent (or, in the case of a Participant, the Lender granting the participation) as may be
necessary for Agent or Borrowers to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely
for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

16.03    Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of
any Indemnified Taxes to which Borrowers have paid additional amounts pursuant to this Article XVI, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent
of payments made, or additional amounts paid, by Borrowers under this Article XVI with respect to Indemnified Taxes giving rise to such a refund), net of all
out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a
refund); provided, that Borrowers, upon the request of Agent or such Lender, agree to repay the amount paid over to Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such
penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority.
Notwithstanding anything in this Agreement to the contrary, this Article XVI shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrowers, the
other Loan Parties, their Subsidiaries, their Affiliates or any other Person. 
 ARTICLE XVII. 

GENERAL PROVISIONS. 

17.01    Effectiveness. This Agreement shall be binding and deemed effective when executed by Borrowers,
Agent, and each Lender whose signature is provided for on the signature pages hereof. 

  
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 17.02    Article and Section Headings. Headings and
numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Article and Section applies equally to this entire Agreement. 

17.03    Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed
against the Lender Group or Borrowers, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used
so as to accomplish fairly the purposes and intentions of all parties hereto. 
 17.04    Severability of
Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 

17.05    Debtor-Creditor Relationship. The relationship between the members of the Lender Group, on the one
hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan
Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any
transaction contemplated therein. 
 17.06    Counterparts; Electronic Execution. This Agreement may be
executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same
Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis. 

17.07    Revival and Reinstatement of Obligations; Certain Waivers. If any member of the Lender Group
repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group in full or partial satisfaction of any Obligation or on
account of any other obligation of any Loan Party under any Loan Document, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating
to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because such member of
the Lender Group elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such
member of the Lender Group elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and attorneys’ fees of such member of the Lender Group related
thereto, the liability of the Loan Parties with 

  
 156 













 
respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist. If, prior to any of the foregoing,
any provision of this Agreement or any other Loan Document shall have been terminated or cancelled, such provision of this Agreement or such other Loan Document, shall be reinstated in full force and effect and such prior release, termination,
cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability. 

17.08    Confidentiality. 

(a)    Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to the Agent-Related Persons and Lender-Related Persons (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person, the Agent-Related Persons or Lender-Related Persons (including
any self-regulatory authority), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any member of the Lender Group or any other party hereto, (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 17.08, to (i) any Assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or the other
Loan Documents or (ii) any actual or prospective party (or the Agent-Related Persons or the Lender-Related Persons or any Related Party) to any transaction under which payments are to be made by reference to the Loan Parties and their
obligations, this Agreement, the other Loan Documents or payments hereunder or thereunder, (g) on a confidential basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided
hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of
any Loan Party or any of its Affiliates, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 17.08(a) or (y) becomes available to any member of
the Lender Group or any of its Affiliates on a nonconfidential basis from a source other than Endologix, or (j) as provided in Section 5.20. In addition, Agent (including any Third Party Agent) and the Lenders may
disclose the existence of this Agreement and the other Loan Documents and information about this Agreement and the other Loan Documents to market data collectors, similar service providers to the lending industry and service providers to Agent
(including any Third Party Agent) and the Lenders in connection with the administration of the Loans and other Obligations and this Agreement and the other Loan Documents 

(b)    For purposes of this Section, “Information” means all information received from a Loan Party
relating to the Loan Parties or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Agent, any Lender or any other member of the Lender Group on a nonconfidential basis prior to
disclosure by such Loan Party or any Subsidiary of such Loan Party; provided that, notwithstanding anything to the contrary in the 

  
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Loan Documents, in the case of information received from the Borrowers, the Loan Parties or any of their Subsidiaries after the Closing Date, such Information is both (y) clearly identified
at the time of delivery as confidential and (z) provided to Agent and the Lenders at a time when Agent and such Lenders have requested in writing to receive material nonpublic information. Any Person required to maintain the confidentiality of
Information as provided in this Section 17.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information. 
 17.09    Survival. All representations
and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and the providing of the Commitments, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that Agent, any Third Party Agent, any Lender or any other member of the Lender Group may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement or any of the other Loan Documents or any other Obligations are
outstanding or unpaid and so long as all of the Commitments have not expired or been terminated. 

17.10    Patriot Act. Agent (including any Third Party Agent) and each Lender that is subject to the
requirements of the Patriot Act hereby notifies Borrowers that pursuant to the requirements of the Act, they are required to obtain, verify and record information that identifies the Loan Parties, which information includes the names, address and
tax identification numbers of the Loan Parties and other information that will allow Agent (or such Third Party Agent) or such Lender to identify the Loan Parties in accordance with the Patriot Act. In addition, if Agent (including any Third Party
Agent) or any Lender is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties
and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and Borrowers and the other Loan Parties agree to cooperate in respect of the conduct of such searches and
further agree that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrowers and the other Loan Parties. This notice is given in accordance with the requirements of the
Patriot Act and is effective for Agent. 
 17.11    Integration. This Agreement, together with the other
Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. 

17.12    No Setoff. All payments made by each Loan Party hereunder or under any note or other Loan Document
will be made in immediately available funds and without setoff, counterclaim, or other defense. 

  
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 17.13    Intercreditor Agreement. Notwithstanding anything
to the contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Agent pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the
Intercreditor Agreement, (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and of the Intercreditor Agreement, on the other hand, the terms and provisions
of the Intercreditor Agreement, shall control, and (iii) each Lender hereunder authorizes and instructs Agent to execute the Intercreditor Agreement on behalf of such Lender, and such Lender agrees to be bound by the terms thereof. 

(b) Each Lender (and by it acceptance of the benefits of any Loan Document, each other Secured Party) hereunder authorizes and instructs the
Agent, as Agent and on behalf of such Lender or other Secured Party, to enter into one or more intercreditor agreements (including any Intercreditor Agreement and the Second Lien Subordination and Intercreditor Agreement) from time to time pursuant
to, or as contemplated by, the terms of this Agreement, including any amendments, supplements or other modifications thereto, and agrees that it will be bound by the terms and provisions thereof and will take no actions contrary to the terms and
provisions thereof. 
 [Signature pages to follow.] 

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

							
	BORROWERS:	 		 	ENDOLOGIX, INC., a Delaware corporation
				
		 		 	By:	 	
                 

		 		 	Name:	 	
		 		 	Title:	 	
			
		 		 	CVD/RMS ACQUISITION CORP., a Delaware corporation
				
		 		 	By:	 	              

		 		 	Name:	 	
		 		 	Title:	 	
			
		 		 	NELLIX, INC., a Delaware corporation
				
		 		 	By:	 	              

		 		 	Name:	 	
		 		 	Title:	 	
			
		 		 	TRIVASCULAR TECHNOLOGIES, INC., a Delaware corporation
				
		 		 	By:	 	              

		 		 	Name:	 	
		 		 	Title:	 	
			
		 		 	TRIVASCULAR, INC., a California corporation
				
		 		 	By:	 	              

		 		 	Name:	 	
		 		 	Title:	 	


  
 160 













 
			
	TRIVASCULAR SALES LLC, a Texas limited liability company
		
	By:	 	              

	Name:	 	
	Title:	 	
	
	ENDOLOGIX CANADA, LLC, a Delaware limited liability company
		
	By:	 	          

	Name:	 	
	Title:	 	
	
	RMS/ENDOLOGIX SIDEWAYS MERGER CORP., a Delaware corporation
		
	By:	 	          

	Name:	 	
	Title:	 	



  
 161 













 
			
	DEERFIELD ELGX REVOLVER, LLC, a Delaware limited liability company, as Agent
	
	By: Deerfield Management Company, L.P. (Series C), Manager
	
	By: Flynn Management LLC, General Partner
		
	By:	 	              

	Name:	 	David J. Clark
	Title:	 	Authorized Signatory



  
 162 













 
			
	DEERFIELD PRIVATE DESIGN FUND IV, L.P., as a Lender
	
	By: Deerfield Mgmt IV, L.P., General Partner
	
	By: J.E. Flynn Capital IV, LLC, General Partner
		
	By:	 	          

	Name:	 	David J. Clark
	Title:	 	Authorized Signatory
	
	DEERFIELD PRIVATE DESIGN FUND III, L.P., as a Lender
	
	By: Deerfield Mgmt III, L.P., General Partner
	
	By: J.E. Flynn Capital III, LLC, General Partner
		
	By:	 	          

	Name:	 	David J. Clark
	Title:	 	Authorized Signatory
	
	DEERFIELD PARTNERS, L.P., as a Lender
	
	By: Deerfield Mgmt, L.P., General Partner
	
	By: J.E. Flynn Capital, LLC, General Partner
		
	By:	 	          

	Name:	 	David J. Clark
	Title:	 	Authorized Signatory



  
 163 













 EXHIBIT A-II 

Amended and Restated Schedules to Amended Credit Agreement 

  
 164 













 EXHIBIT B 

Term Amendment 

  
 165 













 EXHIBIT C 

Remaining 3.25% Convertible Exchange Documents 

  
 166 













 SCHEDULES 
  

			
	Schedule A-1	  	Agent’s Account
	Schedule A-2	  	Authorized Person
	Schedule C-1	  	Commitments
	Schedule D-1	  	Designated Account
	Schedule E-1	  	Approved Account Debtor
	Schedule P-1	  	Existing Investments
	Schedule 4.01(d)	  	Existing Liens
	Schedule 4.01(f)	  	Existing Indebtedness
	Schedule 4.03	  	Litigation
	Schedule 4.06	  	Real Estate
	Schedule 4.07	  	Intellectual Property
	Schedule 4.15	  	Borrower’s Subsidiaries
	Schedule 4.17	  	Borrower’s Outstanding Shares of Stock, Options and Warrants
	Schedule 4.18	  	Material Contracts
	Schedule 4.20	  	Environmental
	Schedule 4.22	  	Labor Relations
	Schedule 4.23	  	Jurisdiction of Organization, Legal Name, Organizational Identification Number and Chief Executive Office
	Schedule 4.45	  	Inventory Location
	Schedule 5.20	  	Other Loan Documents to Be Form 8-K Exhibits
	Schedule 6.05	  	Contingent Obligations
	Schedule 6.07	  	Transactions with Affiliates













 Schedule A-1 

Agent’s Account 
 Beneficiary Bank:
The Northern Trust International Banking Corporation, New Jersey 
 SWIFT: CNORUS33 

Fedwire ABA: 026001122 
 CHIPS ABA: 0112 

Beneficiary Name: Deerfield ELGX Revolver LLC Beneficiary account:******** 

Schedule A-2 

Authorized Person 
 Vaseem Mahboob 

Cindy Pinto 
 Tim Brady 

James Tejedor 












 Schedule C-1 

Commitments 
  

					
	 Lender
	  	Revolver Commitment	 
	 Deerfield Private Design Fund III, L.P.
	  	$	16,666,666.66	 
	 Deerfield Private Design Fund IV, L.P.
	  	$	16,666,666.67	 
	 Deerfield Partners, L.P.
	  	$	16,666,666.67	 
	 Total
	  	$	50,000,000	 

 Schedule D-1 

Designated Account 












 Schedule E-1 

Approved Account Debtors 
  

	
	Angiocor S.A.
	Endo T&D Limited LTD
	Japan Lifeline Co., Ltd













 Schedule P-1 

Existing Investments 
 None. 












 Schedule 4.01(d) 

Existing Liens 
 None. 












 Schedule 4.01(f) 

Existing Indebtedness 
 None. 












 Schedule 4.03 

Litigation 
 Active
Matters: Set forth below are certain legal matters that are either in active litigation or could proceed to active litigation. It is possible that Borrower’s aggregate liability arising for monetary judgements or relief arising out
of these matters, and other litigation involving the Company, could exceed $2,000,000, The Company does not believe that any one of the matters discussed below (including the AFX product liability suits considered as a consolidated group) would
individually result in monetary judgements or relief in excess of $2,000,000. 
  

	 	•	 	 Vicky Nguyen v. Endologix, Inc., et al.: (Filed January 3, 2017 in the United States District
Court, Central District of California; Case No. 2:17-cv-00017). A putative shareholder class action pending in the U.S. District Court for the Central District of
California. Lead plaintiff in Nguyen asserts multiple causes of action for securities fraud based on allegations that Borrower and two of its executives, John McDermott, former Chief Executive Officer of Borrower, and Vaseem Mahboob, Chief
Financial Officer of Borrower misled investors by opining optimistically about Borrower’s prospects for FDA pre-market approval of the Nellix EVAS System. On March 15, 2019, lead plaintiff filed
an appeal of the District Court’s September 2018 dismissal with prejudice of lead plaintiff’s Second Amended Complaint. Borrower continues to believe that lead plaintiff’s complaints are meritless. On December 5, 2017, the
District Court granted Borrower’s motion to dismiss lead plaintiff’s First Amended Complaint, with leave to amend. On January 9, 2018, lead plaintiff filed a Second Amended Complaint. Borrower’s motion for dismissal of the Second
Amended Complaint with prejudice was granted on September 6, 2018. On October 6. 2018, lead plaintiff filed a notice of appeal of the District Court’s decision, and on March 15, 2019, lead plaintiff filed its appeal. In April 2019,
Borrower filed its response brief to plaintiff’s appeal, and the Appellate Court’s hearing on this matter occurred on February 11, 2020. The Company expects the Appellate Court’s decision to be rendered later in 2020.



  

	 	•	 	 Derivative Lawsuits: As of June 11, 2017, four shareholders have filed derivative lawsuits on
behalf of Borrower, the nominal plaintiff, based on allegations substantially similar to those alleged by lead plaintiff in Nguyen. Those actions consist of: Sindlinger v. McDermott et al., Case No. BC662280 (Los Angeles Superior Court);
Abraham v. McDermott et al., Case No. 30-2018-00968971-CU-BT-CSC (Orange County Superior
Court); and Green v. McDermott et al., Case No. 8:17-cv-01155-AB (PLAx), consolidated with Cocco v. McDermott et al., Case No. 8:17-cv-01183-AB (PLAx) (U.S. District Court for the Central District of California). Plaintiffs in the Sindlinger, Abraham and
Green derivative actions have agreed to stay litigation pending resolution of the Nguyen action. A related case, Ahmed v. Endologix, Inc., et al. (Filed January 11, 2017 in the United States District Court, Central District
of California; Case No. 8:17-cv-00061) was consolidated into Nguyen v. Endologix, Inc. 



 

	 	•	 	 Kerr: On July 30, 2019, an action was brought in United States District Court for the Central
District of California (Case No. 8:19-cv-01457) against Borrower and certain other Loan Parties by Andrew Kerr, M.D., alleging infringement of U.S. Patent Nos.
8,257,423, 9,050,182 and 10,105,209, which allegedly were issued to and are owned by Dr. Kerr. As alleged in the complaint, the accused infringing devices include the Ovation Abdominal Stent Graft System, the Ovation Prime Abdominal Stent
Graft System, the Ovation Prime, the Ovation IX Abdominal Stent Graft System, and the Ovation iX (collectively, the “Ovation Devices”). Borrower believes plaintiff’s claims are without merit and is vigorously
defending the action. 















	 	•	 	 AFX: Borrower has been named as a defendant in a number of complaints, in each case alleging
a variety of product liability-based claims pertaining to Borrower’s AFX with Strata product. Borrower believes it has insurance responsive to these claims, which insurance provides for a $150,000 per claim deductible and an aggregate one
million dollar aggregate deductible (for the policy year applicable to these claims). Borrower believes plaintiffs’ claims are without merit and is vigorously defending the action. 



 

	 	•	 	 Kaiser: Borrower has received a letter, dated January 10, 2020, from outside counsel to KP
Select, LLC, one of the Kaiser Permanent family of companies (“Kaiser”), demanding that Borrower provide reimbursement to Kaiser in the amount of $4.1 million dollars for costs allegedly incurred by Kaiser for treating
patients whose AFX Endovascular AAA Systems were subject to the July 2018 recall notice. Borrower vigorously disputes this payment demand. Since it is presently not possible to determine the outcome of any future discussions with Kaiser regarding
this matter, and whether litigation will ensue, or the outcomes associated with potential litigation, no provision has been made in Borrower’s financial statements for the ultimate resolution. 



 

	 	•	 	 Royalty Demand: Borrower has received a letter, dated February 13, 2020, from a licensor under
one of the Company’s inbound patent license agreements alleging that the Company is in breach of certain royalty payment obligations under such agreement. In this letter, licensor has expressed a desire to reach a reasonable and amicable
resolution of this matter. Borrower vigorously disagrees with this payment demand. Since it is presently not possible to determine the outcome of any future discussions with the licensor regarding this matter, and whether litigation will ensue, or
the outcomes associated with potential litigation, no provision has been made in Borrower’s financial statements at this time for the ultimate resolution. Should a bona fide dispute ensure, it is possible that Borrower will be required to
deposit the disputed amount into escrow pending resolution of the dispute. 


  

	 	•	 	 Other IP Infringement Notice: The Loan Parties have received notice from an individual claiming
that certain of our products read on certain issued patents held by such individual. The Loan Parties, after consultation with independent patent counsel, strongly disagrees with these claims. Since it is presently not possible to determine the
outcome of any future discussions with these individuals in regard to their patents, and whether litigation will ensue, or the outcomes associated with potential litigation, no provision has been made in Borrower’s financial statements for the
ultimate resolution. 














 Schedule 4.06 

Real Estate 
 Owned Real Property:

  

			
	 Loan Party or Subsidiary
	  	 Complete street and mailing address, including zip code

	 N.A.
	  	

 Leased Real Property: 
  

					
	 Loan Party or Subsidiary
	  	 Complete street and mailing address, including zip code
	  	 Landlord name and contact information

	 Endologix, Inc.
	  	 2 Musick, Irvine, County of Orange, California 92618 U.S.A.;

33 and 35 Hammond, Irvine, County of Orange, California 92618 U.S.A.
	  	The Northwestern Mutual Life Insurance Company
			
	 Endologix International Holdings B.V.
	  	Europalaan 30, 5232 BC, ‘s-Hertogenbosch, The Netherlands	  	EL30 B.V.
			
	 TriVascular Technologies, Inc.
	  	3910 Brickway Blvd., Santa Rosa, County of Sonoma, CA 95403 U.S.A.	  	Sonoma Airport Properties LLC
			
	 Endologix Singapore Private Limited
	  	6 Raffles Quay # 16-01 Singapore 048580	  	JustCo (Raffles Quay) Pte. Ltd.
			
	 Endologix International B.V.
	  	Rahmannstraße 11, 65760 Eschborn, Germany	  	N.A.

 Subleased Real Property: 
  

					
	 Loan Party or Subsidiary
	 	 Complete street and mailing address, including
zip code
	 	 Landlord and sublandlord name and contact
information

		 		 	

 Other Real Property Operated or Occupied: 
  

					
	 Loan Party or Subsidiary
	 	 Complete street and mailing address, including
zip code
	 	 Nature of use

	 ELGX South Korea Ltd.
	 	A-311, M-Sate, 114 Beopwon-ro, Songpa-gu, Seoul, South Korea	 	Office













 Schedule 4.07 

Intellectual Property 
 The items disclosed
in Schedule 4.03 with the lead-in “Active Matters.” 












 Schedule 4.15 

Borrower’s Subsidiaries 
  

													
	 Parent
	 	 Percentage
ownership
	 	 Name of Subsidiary
	 	 Jurisdiction of
Subsidiary
	 	 Date of formation of
Subsidiary
	 	 Federal employer ID
no. of Subsidiary
	 	 Organizational
identification no.
of
Subsidiary

	Endologix, Inc.	 	100%	 	Nellix, Inc.	 	Delaware	 	03/20/2001	 	94-3398416	 	3359980
							
	Endologix, Inc.	 	100%	 	CVD/RMS Acquisition Corp.	 	Delaware	 	12/13/1998	 	33-0928438	 	2955166
							
	Endologix, Inc.	 	100%	 	RMS/Endologix Sideways Merger Corp.	 	Delaware	 	05/30/2002	 	03-0512974	 	3530477
							
	Endologix, Inc.	 	100%	 	Endologix Singapore Private Limited	 	Singapore	 	01/13/2015	 	N.A.	 	N.A.
							
	Endologix, Inc.	 	100%	 	ELGX International Holdings GP	 	Cayman Islands	 	07/05/2011	 	N.A.	 	N.A.
							
	Endologix, Inc.	 	100%	 	Endologix New Zealand Co.	 	New Zealand	 	05/31/2012	 	N.A.	 	N.A.
							
	Endologix, Inc.	 	100%	 	ELGX South Korea Ltd.	 	South Korea	 	12/07/2017	 	N.A.	 	N.A.
							
	 Endologix, Inc.
 ELGX International Holdings
GP
	 	 99%
 1%
	 	Endologix Bermuda L.P.	 	Bermuda	 	07/24/2012	 	N.A.	 	N.A.
							
	Endologix International Holdings B.V.	 	100%	 	Endologix Poland spolkda z ograniczona odpowiedzialnoscia	 	Poland	 	03/26/2015	 	N.A.	 	N.A.
							
	Endologix Bermuda L.P.	 	100%	 	Endologix International Holdings B.V.	 	The Netherlands	 	08/22/2011	 	N.A.	 	N.A.
							
	Endologix International Holdings B.V.	 	100%	 	Endologix Italia S.r.l.	 	Italy	 	06/04/2012	 	N.A.	 	N.A.
							
	Endologix International holdings B.V.	 	100%	 	Endologix International B.V.	 	The Netherlands	 	08/22/2011	 	N.A.	 	N.A.
							
	Endologix, Inc.	 	100%	 	TriVascular Technologies, Inc.	 	Delaware	 	07/11/2007	 	87-0807313	 	4387054
							
	TriVascular Technologies, Inc.	 	100%	 	TriVascular, Inc.	 	California	 	01/05/1998	 	68-0402620	 	C2065374
							
	TriVascular, Inc.	 	100%	 	TriVascular Sales, LLC	 	Texas	 	08/23/2012	 	46-0859179	 	0801644988
	TriVascular, Inc.	 	100%	 	Endologix Canada, LLC	 	Delaware	 	11/25/2014	 	N.A.	 	5647226














													
	 Parent
	 	 Percentage
ownership
	 	 Name of Subsidiary
	 	 Jurisdiction of
Subsidiary
	 	 Date of formation of
Subsidiary
	 	 Federal employer ID
no. of Subsidiary
	 	 Organizational
identification no.
of
Subsidiary

							
	TriVascular, Inc.	 	100%	 	TriVascular Germany GmbH	 	Germany	 	05/14/2012	 	N.A.	 	N.A.
							
	TriVascular, Inc.	 	100%	 	TriVascular Switzerland Sarl	 	Switzerland	 	04/30/2010	 	N.A.	 	N.A.
							
	TriVascular, Inc.	 	100%	 	TriVascular Italia S.R.L.	 	Italy	 	04/08/2010	 	N.A.	 	N.A.













 Schedule 4.17 

Borrower’s Outstanding Shares of Stock, Options and Warrants 

 

									
	 Name of Issuer
	 	 Authorized

Securities
	 	 Issued and

Outstanding

Securities
	 	 Certificated

(Yes or No)
	 	 Loan

Party/Subsidiary

Owner

	Endologix, Inc. 	 	170,000,000 Shares of Common Stock, $0.001 par value	 	18,217,721 Shares of Common Stock Issued and 18,137,768 Outstanding	 	Yes	 	N.A.
	 	5,000,000 Shares of Preferred Stock, $0.001 par value, undesignated	 	Zero Shares of Preferred Stock	 	Yes, when issued	 	N.A.
					
	Nellix, Inc.	 	1,000 Shares of Common Stock, $0.001 par value	 	100 Shares of Common Stock	 	Yes	 	Endologix, Inc.
					
	CVD/RMS Acquisition Corp.	 	100 Shares of Common Stock, $0.001 par value	 	100 Shares of Common Stock	 	Yes	 	Endologix, Inc.
					
	ELGX South Korea, Ltd.	 	20,000 Contribution Units, KRW 5,000 par value	 	20,000 Contribution Units	 	No	 	Endologix, Inc.
					
	RMS/Endologix Sideways Merger Corp.	 	100 Shares of Common Stock, $0.001 par value	 	100 Shares of Common Stock	 	Yes	 	Endologix, Inc.
					
	TriVascular Technologies, Inc.	 	1,000 Shares of Common Stock, $0.001 par value	 	100 Shares of Common Stock	 	Yes	 	Endologix, Inc.
					
	ELGX International Holdings GP	 	Unspecified Number of Partnership Interests	 	Unspecified Number of Partnership Interests	 	No	 	Endologix, Inc.
					
	Endologix Bermuda, L.P.	 	Unspecified Number of Partnership Interests	 	Unspecified Number of Partnership Interests	 	No	 	Endologix, Inc.
					
	Endologix Singapore Private Limited	 	Unspecified Number of Company Interests	 	Unspecified Number of Company Interests	 	No	 	Endologix, Inc.
					
	Endologix New Zealand Co.	 	Unspecified Number of Company Interests	 	Unspecified Number of Company Interests	 	No	 	Endologix, Inc.
					
	TriVascular, Inc.	 	100 Shares of Common stock, $0.01 par value	 	100 Shares of Common Stock	 	No	 	TriVascular Technologies, Inc.














									
	 Name of Issuer
	 	 Authorized

Securities
	 	 Issued and

Outstanding

Securities
	 	 Certificated

(Yes or No)
	 	 Loan

Party/Subsidiary

Owner

	Endologix International Holdings B.V.	 	Unspecified Number of Company Interests	 	Unspecified Number of Company Interests	 	No	 	Endologix Bermuda, L.P.
					
	Endologix Poland spolkda z ograniczona odpowiedzialnoscia	 	Unspecified Number of Company Interests	 	Unspecified Number of Company Interests	 	No	 	Endologix International Holdings B.V.
					
	Endologix International B.V.	 	Unspecified Number of Company Interests	 	Unspecified Number of Company Interests	 	No	 	Endologix International Holdings B.V.
					
	Endologix Italia S.r.l	 	Unspecified Number of Company Interests	 	Unspecified Number of Company Interests	 	No	 	Endologix International Holdings B.V.
					
	TriVascular Sales LLC	 	1,000 Units of Membership Interests	 	1,000 Units of Membership Interests	 	No	 	TriVascular, Inc.
					
	Endologix Canada, LLC	 	1,000 Units of Membership Interests	 	1,000 Units of Membership Interests	 	No	 	TriVascular, Inc.
					
	TriVascular Italia Sarl	 	Unspecified Number of Company Interests	 	Unspecified Number of Company Interests	 	No	 	TriVascular, Inc.
					
	TriVascular Germany GmbH	 	Unspecified number of Company Interests	 	Unspecified number of Company Interests	 	No	 	TriVascular, Inc.
					
	TriVascular Switzerland Sárl	 	Unspecified number of Company Interests	 	Unspecified number of Company Interests	 	No	 	TriVascular, Inc.

 Options and Equity Incentive/Compensation Plans: 

2015 Stock Incentive Plan:    Borrower’s 2015 Stock Incentive Plan as amended (the “2015 Plan”)
authorizes the grant of equity awards to purchase up to 4.13 million shares of Common Stock. As of December 31, 2019, approximately 2.1 million shares were reserved for issuance under outstanding stock options, including stock
options granted under equity compensation plans preceding the 2015 Plan, and approximately 740,000 shares were subject to unvested restricted stock awards. The outstanding stock options have exercise prices ranging from $4.71 to $175.80 and a
weighted average exercise price of $10.23. There have been no material changes to the items discussed in this paragraph as of the Fourth Amendment Effective Date. 

Amended and Restated 2006 Employee Stock Purchase Plan (the “ESPP”): As of December 31, 2019, approximately 435,000
shares of Common Stock were available for issuance under the ESPP. There have been no material changes to such amount as of the Fourth Amendment Effective Date. 












 2017 Inducement Stock Incentive Plan: The Board has reserved 900,000 shares of
Borrower’s Common Stock for issuance pursuant to awards granted under the 2017 Inducement Stock Incentive Plan. As of December 31, 2019, approximately 500,000 shares of Common Stock were available for issuance under this plan. There have
been no material changes to such amount as of the Fourth Amendment Effective Date. 
 Non-Plan
Inducement Grants: In connection with its merger with TriVascular Technologies, Inc., on February 4, 2016 Borrower issued non-plan inducement stock options to purchase 140,000 shares of Common Stock
at an exercise price of $75.30 per share, and non-plan inducement restricted stock units for approximately 8,000 shares of Common Stock. Upon consummation of Borrower’s stockholder-approved option
exchange program in September 2019, there were non-inducement stock options outstanding to purchase approximately 22,000 shares of common stock of Borrower at a weighted-average exercise price of $35.29. As of
December 31, 2019, non-plan inducement restricted stock units for approximately 6,000 shares of Common Stock remained outstanding. 

Warrants: 
 In connection with its
merger with TriVascular Technologies, Inc. on February 3, 2016, Borrower assumed unexercised out-of-the-money warrants of
TriVascular Technologies, Inc., which converted into warrants to purchase 3,508 shares of Common Stock, 2,426 at an exercise price of $125.80 per share and 1,082 at an exercise price of $282.10 per share. 

Borrower has previously issued warrants to Lenders to purchase an aggregate of 1,522,002 shares of Common Stock of Borrower at an exercise
price of $6.61 per share. At the Fourth Amendment Effective Date, these warrants will be amended to reduce the exercise price to $1.50 per share upon the terms and conditions set forth in the February 2020 Exchange Agreement and Fourth Amendment.

 On April 3, 2019, Borrower issued and sold a pre-paid warrant exercisable for Borrower’s
common stock at an exercise price of $6.61 per share to an investor, as contemplated pursuant to Equity Financing Documents. The exercise price for the pre-paid warrant was fully paid at issuance and is
exercisable at any time until April 3, 2029, subject to satisfaction of certain equity ownership limitations as described in such warrant. 

Convertible Notes: 
 2020 3.25%
Convertible Notes; 2024 5.0% Convertible Senior Notes: On November 2, 2015, Borrower issued $125.0 million aggregate principal amount of 3.25% Convertible Notes. Pursuant to the terms of the Facility Agreement with Deerfield,
$40.5 million of the aggregate principal amount of the 3.25% Convertible Notes was cancelled; $84.5 million aggregate principal amount of 3.25% Convertible Notes were thereafter outstanding. At the Second Amendment Effective Date,
approximately $73.36 million of the remaining $84.5 million of 3.25% Convertible Notes was exchanged for (i) approximately $42 million of new 5.0% Voluntary Convertible Senior Notes due 2024; and $25 million of new 5.0%
Voluntary Convertible Senior Notes due 2024. At the Fourth Amendment Effective Date, the remaining outstanding 3.25% Convertible Notes totaling approximately $11.00 million of aggregate principal plus outstanding interest will be exchanged for
approximately $11.0 million of new 5.0% Voluntary Convertible Senior Notes due 2024. 












 Pursuant to this Agreement the Borrower may issue Conversion Shares pursuant to and in
accordance with the terms of the Notes. 
 Pursuant to the February 2020 Exchange Agreement and Fourth Amendment, the Borrower may, at
Borrower’s option pay the Restructuring Fee (as defined in the February 2020 Exchange Agreement and Fourth Amendment) through the issuance of the Fourth Amendment Restructuring Shares (as defined in the February 2020 Exchange Agreement and
Fourth Amendment). 
 Other Rights to Securities of Borrower: 

In connection with its merger with Nellix, Inc. (“Nellix”), Borrower agreed to issue shares of Common Stock to the former
stockholders of Nellix upon Borrower’s receipt of FDA approval to sell its Nellix EVAS System in the United States (the “PMA Milestone”). The number of shares of Common Stock issuable to the former stockholders of Nellix upon
achievement of the PMA Milestone shall equal the quotient obtained by dividing $15.0 million by the average per share closing price of Common Stock on The Nasdaq Global Select Market for each of the 30 consecutive trading days ending with the
fifth trading day immediately preceding the date of Borrower’s receipt of FDA approval to sell its Nellix EVAS System in the United States, subject to a stock price floor of $45.00 per share, but not subject to a stock price ceiling.

 Registration Rights 
 Amended
and Restated Registration Rights Agreement dated as of August 9, 2018, as amended, by and among the Borrower, the Lenders and Agent. 

Agreement and Plan of Merger and Reorganization, dated October 27, 2010, by and among Borrower, Nepal Acquisition Corporation, Nellix,
Inc., certain of Nellix, Inc.’s stockholders listed therein and Essex Woodlands Health Ventures, Inc., as representative of Nellix, Inc.’s stockholders (Section 6.12 contains registration obligation) 












 Schedule 4.18 

Material Contracts 
  

	•	 	 Cross License Agreement dated as of October 26, 2011, by and between Borrower and Bard Peripheral Vascular,
Inc. 


  

	•	 	 Settlement Agreement, dated October 16, 2012 by and among Borrower, Cook Incorporated, Cook Group and Cook
Medical, Inc. 


  

	•	 	 Standard Industrial/Commercial Multi-Tenant Lease - Net, for 2 Musick, Irvine, California and 33 & 35
Hammond, Irvine, dated June 12, 2013, by and between Borrower and The Northwestern Mutual Life Insurance Company. 


  

	•	 	 Lease for Santa Rosa facility for the building located at 3910 Brickway Boulevard, Santa Rosa, California as set
forth in the Third Amendment to Lease, by and between Trivascular, Inc. and Sonoma Airport Properties LLC and the earlier agreements described herein. 














 Schedule 4.20 

Environmental 
 None. 












 Schedule 4.22 

Labor Relations 
 None. 












 Schedule 4.23 

Jurisdiction of Organization, Legal Name, Organizational Identification Number and Chief Executive Office 

 

													
	 Loan Party
	  	 Jurisdiction
of
organization
	  	 All other
jurisdictions
of
organization
of
Loan
Party for 5
years
preceding
the
Agreement
Date
	  	 Legal name
	  	
All other legal
names of Loan
Party for 5 years
preceding the
Agreement Date
	  	 Organizational
identification
no.
	  	 Location of chief executive

office or sole place of

business: other offices or

facilities

	Endologix, Inc.	  	Delaware	  	N.A.	  	Same as loan party name at left	  	N.A.	  	2338745	  	2 Musick, Irvine, County of Orange, California 92618 U.S.A.
							
	Endologix, Inc.	  	Delaware	  	N.A.	  	Same as loan party name at left	  	N.A.	  	2338745	  	33 and 35 Hammond, Irvine, County of Orange, California 92618 U.S.A.
							
	Nellix, Inc.	  	Delaware	  	N.A.	  	Same as loan party name at left	  	N.A.	  	3359980	  	2 Musick, Irvine, County of Orange, California 92618 U.S.A.
							
	CVD/RMS Acquisition Corp.	  	Delaware	  	N.A.	  	Same as loan party name at left	  	N.A.	  	2955166	  	2 Musick, Irvine, County of Orange, California 92618 U.S.A.
							
	TriVascular Technologies, Inc.	  	Delaware	  	N.A.	  	Same as loan party name at left	  	N.A.	  	4387054	  	3910 Brickway Blvd., Santa Rosa, County of Sonoma, CA 95403 U.S.A
							
	TriVascular, Inc.	  	California	  	N.A.	  	Same as loan party name at left	  	N.A.	  	C2065374	  	3910 Brickway Blvd., Santa Rosa, County of Sonoma, CA 95403 U.S.A
							
	Endologix Canada, LLC	  	Delaware	  	N.A.	  	Same as loan party name at left	  	Trivascular Canada LLC	  	5647226	  	3910 Brickway Blvd., Santa Rosa, County of Sonoma, CA 95403 U.S.A
							
	RMS/Endologix Sideways Merger Corp.	  	Delaware	  	N.A.	  	Same as loan party name at left	  	N.A.	  	3530477	  	2 Musick, Irvine, County of Orange, California 92618 U.S.A.
							
	Trivascular Sales LLC	  	Texas	  	N.A.	  	Same as loan party name at left	  	N.A.	  	801644988	  	3910 Brickway Blvd., Santa Rosa, County of Sonoma, CA 95403 U.S.A













 Schedule 4.45 

Inventory Location 
 The following are all
of the locations where a Loan Party or any of the Loan Parties’ Subsidiaries, respectively, maintains Inventory and Equipment: 
  

			
	 Complete Address
	  	 Loan Party/Subsidiary

	2 Musick, Irvine, County of Orange, CA 92618 U.S.A.	  	Endologix, Inc.
		
	33 & 35 Hammond, Irvine, County of Orange, CA 92618 U.S.A	  	Endologix, Inc.
		
	3910 Brickway Blvd., Santa Rosa, County of Sonoma, CA 95403 U.S.A.	  	 TriVascular Technologies, Inc.
 TriVascular,
Inc.

		
	6 Raffles Quay #16-01 Singapore 048580	  	Endologix Singapore Private Limited
		
	Europalaan 30, 5r232 BC, ‘s-Hertogenbosch, The Netherlands	  	Endologix International Holdings B.V.
		
	Rahmannstraße 11, 65760 Eschborn, Germany	  	Endologix International B.V.

 The following are the names and addresses of all warehousemen, bailees, or other third parties who have possession of any of
the Loan Parties’ Inventory or the Inventory of any of the Loan Parties’ Subsidiaries: 
  

					
	 Name
	  	 Complete Street and Mailing Address, including Zip
Code
	  	 Loan Party/Subsidiary

	UPS	  	 378 Commercial Street, Malden, MA 02148
 165
Chubb Avenue, Lyndhurst, NJ 07071
 1130 Commerce Blvd, Swedesboro, NJ 08085

2250 Outerloop Drive, Louisville, KY 40219
 205 Kelsey Lane, Suite
D, Tampa, FL 33619
 2850 South Roosevelt Street, Ste 103, Tempe, AZ 85282
	  	Endologix, Inc.














					
	 Name
	  	 Complete Street and Mailing Address, including Zip

Code
	  	 Loan Party/Subsidiary

	Rhenus	  	Doctor Paul Janssenweg 150, 5026 RH Tilburg, The Netherlands	  	Endologix International Holdings B.V.
			
	STOK UK Limited	  	One Fleet Place, London EC4M 7Ws	  	Endologix International B.V.
			
	Flexential	  	3330 E Lone Mountain Road, North Las Vegas, NV 89081	  	Endologix, Inc.

 In addition to the foregoing: 
  

	 	•	 	 In the Ordinary Course of Business, the Loan Party or any of the Loan Parties Subsidiaries’ sales
representatives hold Trunk Inventory in their possession for sales calls and procedures, which Trunk Inventory is not held at a specific location or locations. 



 

	 	•	 	 Certain Inventory of the Loan Party or any of the Loan Parties’ Subsidiaries is held by numerous third
parties on a consignment basis at various locations. 














 Schedule 6.05 

Contingent Obligations 
 None. 












 Schedule 5.20 

Each of the following agreements, instruments and documents, including the schedules, exhibits and annexes thereto: 

 

	 	•	 	 the Agreement 


  

	 	•	 	 the Notes; 


  

	 	•	 	 the Guaranty and Security Agreement; 



 

	 	•	 	 the Intercompany Subordination Agreement; 



 

	 	•	 	 the Intercreditor Agreement; 



 

	 	•	 	 the Patent Security Agreement; and 



 

	 	•	 	 the Trademark Security Agreement. 














 Schedule 6.07 

Transactions with Affiliates 
 Investments
of Inventory pursuant to clause (j) of the definition of Permitted Investments.