Preview | Placement Agency Agreement |

Placement Agency Agreement

6,061,000 Shares
Common Stock
($0.001 par value per share)

PLACEMENT AGENCY AGREEMENT

Canaccord Adams Inc.
99 High Street, 11th Floor
Boston, Massachusetts 02110

Ladies and Gentlemen:

Endologix, Inc., a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors (collectively, the Investors) up to an aggregate of 6,061,000 shares (the Shares) of the Companys Common Stock, par value $0.001 per share (the Common Stock). The Company desires to engage Canaccord Adams Inc. as its exclusive placement agent (the Placement Agent) in connection with the issuance and sale of the Shares. The Shares are described more fully in the Prospectus that is referred to below.

The Company confirms its agreements with the Placement Agent as follows:

1. Agreement to Act as Placement Agent.

(a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all of the terms and conditions of this Agreement, the Company engages the Placement Agent to act as its exclusive placement agent in connection with the issuance and sale of the Shares and the Placement Agent hereby agrees, as an agent of the Company, to use its commercially reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below), the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date hereof) otherwise than through the Placement Agent in accordance herewith.

(b) As compensation for the services rendered hereunder, on the Closing Date (as defined below), the Company shall pay to the Placement Agent, by wire transfer of immediately available U.S. funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement Agent, an amount equal to 5.8% of the aggregate gross proceeds received by the Company from the sale of the Shares (the Fee). The Placement Agent may, in its discretion, retain other brokers or dealers to act as sub-agents on the Placement Agents behalf in connection with the offering of the Shares, provided that the Company shall not be obligated to pay any additional amounts to the Placement Agent or any such sub-agent with respect thereto.

(c) This Agreement shall not give rise to a commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, and the Placement Agent shall have no authority to bind the Company in respect of the sale of any Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The sale of the Shares shall be made pursuant to one or more purchase agreements in substantially the form attached hereto as Exhibit A (the Purchase Agreements).

2. Delivery and Payment. Subject to the terms and conditions hereof, delivery of the Shares shall be made by the Company to the Investors, and payment of the purchase price shall be made by the Investors, in accordance with the Purchase Agreements.

3. Representations and Warranties of the Company. The Company represents, warrants and covenants to the Placement Agent that:

(a) The Company meets the requirements for the use of Form S-3 for a sale of the Shares by the Company, a registration statement (Registration No. 333-133598) on Form S-3 relating to the Shares being offered by the Company, including a base prospectus relating to the Shares being offered by the Company (the Base Prospectus) and such amendments thereof as may have been required to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the 1933 Act), and the rules and regulations (collectively referred to as the Rules and Regulations) of the Securities and Exchange Commission (the SEC) thereunder, and has been filed with and has been declared effective by the SEC, and the offering of the Shares by the Company complies with Rule 415 under the 1933 Act. A final prospectus supplement to the Base Prospectus relating to the Shares being offered by the Company and the offering thereof will be filed promptly by the Company with the SEC in accordance with Rule 424(b) of the Rules and Regulations. Such registration statement at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents otherwise deemed to be a part thereof or included therein by the Rules and Regulations, and any registration statement relating to the offering of Shares by the Company contemplated by this Agreement and filed pursuant to Rule 462(b) of the Rules and Regulations, is herein called the Registration Statement. The term Prospectus Supplement means the final prospectus supplement to the Base Prospectus relating to the Shares being offered by the Company and the offering thereof as first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations. The term Prospectus means the Base Prospectus together with the Prospectus Supplement, except that if such Base Prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement was first filed pursuant to Rule 424(b) of the Rules and Regulations, the term Prospectus shall mean the Base Prospectus as so amended or supplemented and as supplemented by the Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the 1934 Act), after the time the Registration Statement initially became effective (the Effective Date), the date of any preliminary prospectus or the date of the Prospectus, as the case may be, and deemed to be incorporated therein by reference. The term Issuer Free Writing Prospectus means an issuer free writing prospectus as defined in Rule 433 of the Rules and Regulations.

(b) The Registration Statement and any prospectus included therein, including the Prospectus, at the time of filing, complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the Rules and Regulations and none of such Registration Statement or any prospectus, including the Prospectus, contain or 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 case of any prospectus in the light of the circumstances under which they were made, not misleading.

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