ENDOLOGIX INC /DE/ (Form: S-8, Received: 03/14/2013 16:47:29)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As Filed With the Securities and Exchange Commission on March 14, 2013

Registration No. 333-_ ________ ___

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM S‑8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENDOLOGIX, INC.

(Exact name of registrant as specified in its charter)



Delaware	68-0328265
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11 Studebaker

Irvine, California 92618

(Address of principal executive offices; zip code)

____________________________

2006 Stock Incentive Plan

Non-Plan Inducement Stock Options Granted by Registrant

(Full title of the Plan)

____________________________

John McDermott

President and Chief Executive Officer

Endologix, Inc.

11 Studebaker

Irvine, California 92618

(Name and address of agent for service)

(949) 595-7200

(Telephone number, including area code, of agent for service)

Copies to:

Lawrence B. Cohn

Michael L. Lawhead

Stradling Yocca Carlson & Rauth,

660 Newport Center Drive, Suite 1600

Newport Beach, California 92660

(949) 725-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.001 per share, under:
2006 Stock Incentive Plan	1,000,000
Non-Plan Inducement Stock Options	34,000
Total	1,034,000	$15.39	$	15,913,260	$	2,170.57

(1)

The shares registered hereunder include 1,000,000 shares of Common Stock reserved for issuance pursuant to the Endologix, Inc. 2006 Stock Incentive Plan (the “Plan”) and 34,000 shares of Common Stock reserved for issuance pursuant to non-plan inducement stock options (the “Non-Plan Options”). This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan and the Non-Plan Options by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Endologix, Inc.


(2)	Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of Common Stock of Endologix, Inc. as reported on the Nasdaq Global Select Market on March 7, 2013, which was $15.39 per share.

EXPLANATORY NOTE

This registration statement relates to an additional 1,000,000 shares of Common Stock of Endologix, Inc. (the “Registrant”) reserved for issuance under the Registrant’s 2006 Stock Incentive Plan (the “Plan”). 7,514,478 shares of the Registrant’s common stock have been previously registered for issuance under the Plan pursuant to Registration Statements on Form S-8 filed with the Securities and Exchange Commission on August 7, 2006 (Registration No. 333-136370), August 5, 2008 (Registration No. 333-152774) and August 2, 2010 (Registration No. 333-168465). This registration statement also relates to 34,000 shares of Common Stock of the Registrant issuable under stock options awarded outside of the Plan to new employees of the Registrant on December 10, 2010, as inducement grants under applicable Nasdaq listing rules.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference .

Endologix, Inc. (the “Registrant”) hereby incorporates by reference into this registration statement the following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) (excluding any portions of such documents that have been furnished but not filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)):


•	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Commission on March 14, 2013;


•	the Registrant’s Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof), filed with the Commission on January 3, 2013, January 7, 2013, January 8, 2013, January 9, 2013, and February 27, 2013; and


•	the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on June 18, 1996, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or current report or other document that is deemed furnished and not deemed filed under such provisions. For purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Section 145 further provides that to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection therewith.

The Registrant’s restated certificate of incorporation, as amended, limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant’s amended and restated bylaws provide that the Registrant shall indemnify its officers and directors and may indemnify its employees and other agents to the fullest extent permitted by Delaware law.

The Registrant’s directors and officers are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act of 1933, which might be incurred by them in such capacities and against which they cannot be indemnified by the Registrant. The Registrant has entered into indemnification agreements with all of its executive officers and directors which provide indemnification under certain circumstances for acts and omissions in the course of their employment with the Registrant.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8 . Exhibits.

The following exhibits are filed as part of this Registration Statement:



Exhibit Number	Exhibit
4.1	Amended and Restated Certificate of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, as filed with the Commission on July 28, 2009).
4.2	Amended and Restated Bylaws, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, as filed with the Commission on December 14, 2010).
4.3	Specimen Certificate of Common Stock (Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1, No. 333-04560, as filed with the Commission on June 10, 1996).
5.1 +	Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
23.1 +	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2 +	Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm.
23.3 +	Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (contained in Exhibit 5.1).
24.1 +	Power of Attorney (contained on page II-1 of this registration statement).
99.1	2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Commission on May 30, 2012).
99.2+	Form of Non-Plan Inducement Stock Option Agreement.

+ Filed herewith

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement ; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 14th day of March, 2013.

ENDOLOGIX, INC.

By: /s/ John McDermott

John McDermott

Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of Endologix, Inc., do hereby constitute and appoint John McDermott and Shelley B. Thunen, or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this registration statement, or any related registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.



Signature	Title	Date

/s/ John McDermott John McDermott	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 14, 2013

/s/ Shelley B. Thunen Shelley B. Thunen	Chief Financial Officer (Principal Financial and Accounting Officer)	March 14, 2013

/s/ Roderick de Greef Roderick de Greef	Director	March 14, 2013

/s/ Daniel Lemaitre Daniel Lemaitre	Director	March 14, 2013

/s/ Guido Neels Guido Neels	Director	March 14, 2013

/s/ Gregory Waller Gregory Waller	Director	March 14, 2013

/s/ Thomas C. Wilder Thomas C. Wilder	Director	March 14, 2013

EXHIBIT INDEX



Exhibit Number	Exhibit
4.1	Amended and Restated Certificate of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, as filed with the Commission on July 28, 2009).
4.2	Amended and Restated Bylaws, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, as filed with the Commission on December 14, 2010).
4.3	Specimen Certificate of Common Stock (Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1, No. 333-04560, as filed with the Commission on June 10, 1996).
5.1 +	Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.
23.1 +	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2 +	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.3 +	Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (contained in Exhibit 5.1).
24.1 +	Power of Attorney (contained on page II-1 of this registration statement).
99.1	2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Commission on May 30, 2012).
99.2+	Form of Non-Plan Inducement Stock Option Agreement.

+ Filed herewith

Exhibit 5.1

Stradling Yocca Carlson & Rauth,

a Professional Corporation

Attorneys at Law

660 Newport Center Drive, Suite 1600

Newport Beach, California 92660

March 14, 2013

Endologix, Inc.

11 Studebaker

Irvine, California 92618


Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) being filed by Endologix, Inc., a Delaware corporation (the “ Company ”), with the Securities and Exchange Commission (the “ Commission ”) in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of an additional 1,000,000 shares of the Company’s common stock, $0.001 par value per share (the “ Plan Shares ”), reserved for issuance under the Company’s 2006 Stock Incentive Plan, as amended (the “Plan”), and 34,000 shares of the Company’s common stock (the “Option Shares”) issuable under non-plan inducement stock options (the “Non-Plan Options”). The Plan Shares and the Option Shares are collectively referred to herein as the “ Shares .” This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. For purposes of this letter, we have assumed that such proceedings to be taken in the future will be timely completed in the manner presently proposed and that the terms of each issuance will otherwise be in compliance with law. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Based upon and subject to the foregoing, it is our opinion that, when issued and sold in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan or the Non-Plan Options, as applicable, the Shares will be legally and validly issued, fully paid and non-assessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. In addition, we give such consent on the condition and understanding that (i) this letter speaks only as of the date hereof and (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressee, or to take into account changes in law, facts or any other developments of which we may later become aware.

Very truly yours,

STRADLING YOCCA CARLSON & RAUTH

/s/ Stradling Yocca Carlson & Rauth

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Endologix, Inc.:

We consent to the use of our reports dated March 14, 2013, with respect to the consolidated balance sheet of Endologix, Inc. and subsidiaries as of December 31, 2012, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year ended December 31, 2012, the related consolidated financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2012, incorporated herein by reference.

/s/ KPMG LLP

Irvine, California
March 14, 2013

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Endologix, Inc. of our report dated March 6, 2012 relating to the financial statements and the financial statement schedule, which appears in Endologix, Inc's Annual Report on Form 10‑K for the year ended December 31, 2012.

/s/PricewaterhouseCoopers LLP

Orange County, California

March 14, 2013

Option Number: ________

ID: ____

ENDOLOGIX, INC.

STOCK OPTION AGREEMENT

The Board of Directors of ENDOLOGIX, INC., a Delaware corporation (the “ Company ”), has approved a grant to __________________, an individual (the “ Optionee ”), of an option (the “ Option ”) to purchase shares of Common Stock of the Company (the “ Shares ”) pursuant to this Stock Option Agreement (the “ Option Agreement ”), as set forth herein. Capitalized terms not immediately defined herein shall have the meanings ascribed to them in Section 1 of this Option Agreement.



Optionee	____________
Grant Date	____________
Total Number of Shares	____________
Exercise Price per Share	$0.001
Retention Period Expiration Date	____________
Vesting Schedule	The right to exercise the Option shall vest in accordance with Section 3 of this Option Agreement.
Term of Option	The Option will expire on December 31, 2012, unless terminated earlier as provided in this Option Agreement.

By their signatures below, the Company and Optionee agree that the Option is subject to this Option Agreement, including the Additional Terms and Conditions (the “ Terms ”) attached hereto and incorporated herein as part of this Option Agreement. Optionee acknowledges that Optionee has read and is familiar with the provisions of this Option Agreement (including the Terms) and hereby accepts the Option subject to all of their terms and conditions.



OPTIONEE [NAME] Signature Date Address	COMPANY ENDOLOGIX, INC. By: Name: John McDermott Title: President and CEO Address : 11 Studebaker Irvine, CA 92618

Attachments: Additional Terms and Conditions; Notice of Exercise of Stock Option and Investment Representations.

ADDITIONAL TERMS AND CONDITIONS

The terms and conditions set forth below constitute part of the Stock Option Agreement to which they are attached, and references herein to the “Option Agreement” include both documents as one agreement.

1. Definitions . For purposes of this Option Agreement, the following terms shall have the meanings indicated:

(a) “ Affiliated Company ” means (i) any “parent corporation” or “subsidiary corporation” of the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively; and (ii) any other corporation, limited liability company (“ LLC ”), partnership or joint venture, whether now existing or hereafter created or acquired, with respect to which the Company beneficially owns more than fifty percent (50%) of: (i) the total combined voting power of all outstanding voting securities or (ii) the capital or profits interests of an LLC, partnership or joint venture.

(b) “ Board ” means the Board of Directors of the Company.

(c) “ CE Mark Approval ” means the date on which the Generation 3 Product obtains CE Mark approval from its European Union notified body.

(d) “ Change in Control ” means:

(i) The acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company;

(ii) A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation;

(iii) A reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities of the Company immediately prior to such merger hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger;

(iv) The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s); or

(v) The approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company.

(e) “ Common Stock ” means the common stock, $0.001 par value, of the Company.

(f) “ Continuous Service ” means employment by either the Company, an Affiliated Company, or by any successor entity following a Change in Control, which is uninterrupted except for paid vacations or sick days in accordance with Company policy, as applicable. Optionee’s Continuous Service shall not terminate merely because of a change in the capacity in which Optionee renders service to the Company, an Affiliated Company, or by any successor entity following a Change in Control.

(g) “ FDA ” means the U.S. Food and Drug Administration.

(h) “ Generation 2 Product ” means a stent-graft that (i) employs an endoframe and endobags, which are filled with a polyethylene glycol polymer, and (ii) will be further described in the initial pre-IDE submission to the FDA.

(i) “ Generation 3 Product ” means a stent-graft that employs an endoframe and endobags, which are filled with a polyethylene glycol polymer, in the form or forms as commercially launched by the Company or its subsidiaries. “Generation 3 Product” shall also include any derivative of, or successor to, the stent-graft described above.

(j) “ Retention Agreement ” means that certain Retention Agreement by and between the Company and Optionee.

(k) “ Securities Act ” means the Securities Act of 1933, as amended.

2. Grant of Option . The Company has granted to Optionee an Option to purchase all or any portion of the number of Shares at the exercise price per share (the “ Exercise Price ”) stated on the first page of this Option Agreement.

3. Vesting of Option . The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (the “ Vested Shares ”). Subject to Optionee’s compliance to the Company’s satisfaction with all terms and conditions of his or her Retention Agreement, including without limitation Optionee’s Continuous Service through the Retention Period Expiration Date, the Shares acquired hereunder shall vest in full and become Vested Shares in accordance with the following schedule, subject to this Section 3:

(a) _______ percent (____%) of the Shares shall vest in full in a single installment upon the later to occur of the following: (i) the successful launch of the Generation 2 Product in the European Union and (ii) the successful completion of the implantation of at least fifty (50) Generation 2 Products in patients in the European Union registry, each as determined by the Company in its sole discretion (collectively the “ First Milestone ”); and

(b) _______ percent (____%) of the Shares shall vest in full in a single installment upon the later to occur of the following: (i) the receipt of CE Mark Approval and (ii) the receipt of IDE submission approval from the FDA (collectively, the “ Second Milestone ” and together with the First Milestone, the “ Milestones ”).

In the event that Optionee’s Continuous Service is terminated prior to the achievement of either Milestone, the Shares shall continue to vest after the date of termination of Optionee’s Continuous Service; provided , however , that no additional Shares shall vest after the date of termination of Optionee’s Continuous Service if either (i) Optionee’s Continuous Service is terminated for any reason prior to the Retention Period Expiration Date or (ii) the Company terminates Optionee’s Continuous Service due to Optionee’s failure to comply with the terms and conditions of the Retention Agreement. Notwithstanding any of the foregoing, this Option shall continue to be exercisable in accordance with Section 4 hereof with respect to that number of Shares that have become Vested Shares as of the date of termination of Optionee’s Continuous Service.

4. Term of Option . The right of Optionee to exercise this Option shall terminate upon the first to occur of the following:

(a) December 31, 2012;

(b) the date of termination of Optionee’s Continuous Service, if either (i) Optionee’s Continuous Service is terminated for any reason prior to the Retention Period Expiration Date or (ii) the Company terminates Optionee’s Continuous Service due to Optionee’s failure to comply with the terms and conditions of the Retention Agreement; or

5. Exercise of Option . On or after the vesting of any portion of this Option in accordance with Sections 3 or 8 hereof, and until termination of the right to exercise this Option in accordance with Section 4 hereof, the portion of this Option that has vested may be exercised in whole or in part by Optionee (or, after his or her death, by the person designated in Section 6 hereof) upon delivery of the following to the Company at its principal executive offices:

(a) a written notice of exercise which identifies this Option Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased), with any partial exercise being deemed to cover first vested Shares and then the earliest vesting installments of unvested Shares;

(b) a check or cash in the amount of the Exercise Price (or payment of the Exercise Price in such other form of lawful consideration as the Board may approve);

(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise of this Option (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee’s wages, bonus or other compensation payable to Optionee, or by the withholding of Shares issuable upon exercise of this Option or the delivery of Shares owned by Optionee, provided such arrangements satisfy the requirements of applicable law); and

(d) a letter, if requested by the Company, in such form and substance as the Company may require, setting forth the investment intent of Optionee, or person designated in Section 6 hereof, as the case may be.

6. Death of Optionee; No Assignment . The rights of Optionee under this Option Agreement may not be assigned or transferred except by will, the laws of descent and distribution or pursuant to a domestic relations order, and may be exercised during the lifetime of Optionee only by such Optionee. Any attempt to sell, pledge, assign, hypothecate, transfer or dispose of this Option in contravention of this Option Agreement shall be void and shall have no effect. If Optionee’s Continuous Service terminates as a result of his or her death, and provided Optionee’s rights hereunder shall have vested pursuant to Section 3 hereof, Optionee’s legal representative, his or her legatee, or the person who acquired the right to exercise this Option by reason of the death of Optionee (individually, a “ Successor ”) shall succeed to Optionee’s rights and obligations under this Option Agreement. After the death of Optionee, only a Successor may exercise this Option.

7. Adjustments Upon Changes in Capital Structure . In the event that the outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, combination of shares, reclassification, stock dividend or other change in the capital structure of the Company, then appropriate adjustment shall be made by the Board to the number of Shares subject to the unexercised portion of this Option and to the Exercise Price per share, in order to preserve, as nearly as practical, but not to increase, the benefits of Optionee under this Option.

8. Change in Control . In the event of a Change in Control:

(a) The right to exercise this Option shall accelerate automatically and vest in full (notwithstanding the provisions of Section 3 hereof), effective as of immediately prior to the consummation of the Change in Control, unless this Option is to be assumed by the acquiring or successor entity (or parent or subsidiary thereof). If vesting of this Option will accelerate pursuant to the preceding sentence, the Board in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of this Option for an amount of cash or other property having a value equal to the difference (or “ spread ”) between: (x) the value of the cash or other property that Optionee would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of this Option had this Option been exercised immediately prior to the Change in Control, and (y) the aggregate Exercise Price for such Shares. If the vesting of this Option will accelerate pursuant to this Section 8(a), then the Board shall cause written notice of the Change in Control transaction to be given to Optionee not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction.

(b) The vesting of this Option shall not accelerate if and to the extent that this Option (including the unvested portion thereof) is to be assumed by the acquiring or successor entity (or parent or subsidiary thereof) pursuant to the terms of the Change in Control transaction. If this Option is assumed, then this Option shall be appropriately adjusted, concurrently with the Change in Control, to apply to the number and class of securities or other property that Optionee would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of this Option had this Option been exercised immediately prior to the Change in Control, and appropriate adjustment also shall be made to the Exercise Price such that the aggregate Exercise Price of this Option shall remain the same as nearly as practicable.

(c) If the provisions of Section 8(b) hereof apply, then this Option shall continue to vest in accordance with the provisions of Section 3 hereof and shall continue in effect for the remainder of the term of this Option in accordance with the provisions of Section 3 hereof.

9. Representations and Warranties of Optionee.

(a) Optionee represents and warrants that this Option is being acquired by Optionee for Optionee’s personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof.

(b) Optionee acknowledges that the Company may issue Shares upon the exercise of the Option without registering such Shares under the Securities Act, on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available.

(c) Optionee acknowledges and understands that all rights and obligations connected with this Option are set forth in this Option Agreement.

10. Limitation of Company’s Liability for Nonissuance . The Company agrees to use its reasonable best efforts to obtain from any applicable regulatory agency such authority or approval as may be required in order to issue and sell the Shares to Optionee pursuant to this Option. Inability of the Company to obtain, from any such regulatory agency, authority or approval deemed by the Company’s counsel to be necessary for the lawful issuance and sale of the Shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority or approval shall not have been obtained.

11. Notices . All notices, requests, demands and other communications required or permitted under this Option Agreement shall be in writing and shall be deemed to have been duly given and effective (i) when delivered by hand, (ii) when otherwise delivered against receipt therefor, or (iii) three (3) business days after being mailed if sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be addressed to the parties as follows or at such other address as a party may designate by notice given to the other party in the manner set forth herein:

(a) if to the Company:

Endologix, Inc.

11 Studebaker

Irvine, CA 92618

Attention: Chief Financial Officer

(b) if to Optionee, at the address shown on the cover page of this Option Agreement or at his most recent address as shown in the employment or stock records of the Company.

12. Binding Obligations . All covenants and agreements herein contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns.

13. Captions and Section Headings . Captions and section headings used herein are for convenience only, and are not part of this Option Agreement and shall not be used in construing it.

14. Amendment . This Option Agreement may not be amended, waived, discharged, or terminated other than by written agreement of the parties.

15. Entire Agreement . This Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements and understandings of the parties, either express or implied.

16. Assignment . Optionee shall have no right, without the prior written consent of the Company, to (i) sell, assign, mortgage, pledge or otherwise transfer any interest or right created hereby, or (ii) delegate his duties or obligations under this Option Agreement. This Option Agreement is made solely for the benefit of the parties hereto, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Option Agreement.

17. Severability . Should any provision or portion of this Option Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Option Agreement shall be unaffected by such holding.

18. Counterparts . This Option Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement and any party hereto may execute this Option Agreement by signing any such counterpart. This Option Agreement shall be binding upon Optionee and the Company at such time as this Option Agreement, in counterpart or otherwise, is executed by Optionee and the Company.

19. Applicable Law . This Option Agreement shall be construed in accordance with the laws of the State of California without reference to choice of law principles, as to all matters, including, but not limited to, matters of validity, construction, effect or performance.

20. No Agreement to Continue Employment Relationship . Nothing in this Option Agreement shall affect any right with respect to continuance of engagement as an employee by the Company or any of its subsidiaries. The right of the Company or any of its subsidiaries to terminate at will Optionee’s engagement as an employee at any time, with or without cause, is specifically reserved, subject to any other written agreement to which the Company and Optionee may be a party.

21. “Market Stand-Off” Agreement . Optionee agrees that, if requested by the Company or the managing underwriter of any proposed public offering of the Company’s securities (including any acquisition transaction where Company securities will be used as all or part of the purchase price), Optionee will not sell or otherwise transfer or dispose of any Shares held by Optionee without the prior written consent of the Company or such underwriter, as the case may be, during such period of time, not to exceed 180 days following the effective date of the registration statement filed by the Company with respect to such offering, as the Company or the underwriter may specify (or such other period as may be requested by the Corporation or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “ Restricted Period ”). If during the last seventeen (17) days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Restricted Period, then the restrictions imposed by this Section 21 shall continue to apply until the expiration of the eighteen (18) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred fifteen (215) days after the effective date of the registration statement.

22. Rights as Stockholder . Optionee (or transferee of this option by will or by the laws of descent and distribution) shall have no rights as a stockholder with respect to any Shares covered by this Option until such person has duly exercised this Option, paid the Exercise Price and become a holder of record of the Shares purchased.

23. Attorneys’ Fees . If any party shall bring an action in law or equity against another to enforce or interpret any of the terms, covenants and provisions of this Option Agreement, the prevailing party in such action shall be entitled to recover reasonable attorneys’ fees and costs.

24. California Corporate Securities Law . The sale of the Shares that are the subject of this Option Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such shares or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful, unless the sale of such shares is exempt from such qualification by Section 25100, 25102 or 25105 of the California Corporate Securities Law of l968, as amended. The rights of all parties to this Option Agreement are expressly conditioned upon such qualification being obtained, unless the sale is so exempt.

[Exhibits Follow]

EXHIBIT A

NOTICE OF EXERCISE OF

STOCK OPTION AND INVESTMENT REPRESENTATIONS

Name of Optionee: _________________

ENDOLOGIX, Inc.

11 Studebaker

Irvine California 92618

Attention: Chief Financial Officer

Ladies and Gentlemen:

I hereby exercise my option (the “ Option ”) to purchase shares of common stock, $0.001 par value (the “ Shares ”), of ENDOLOGIX, INC. (the “ Company ”) pursuant to the Stock Option Agreement, dated __________ __, 2011. The number of Shares that I am purchasing at this time is set forth below, and my check payable to the Company in the amount of the Total Exercise Price is enclosed with this Notice of Exercise:

Number of Shares purchased hereby:

Exercise Price per Share: $

Total Exercise Price: $

In connection with the exercise of my Option, I hereby represent to the Company that:

1. I am acquiring the Shares for my own account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof.

2. I understand that the Shares are being issued by the Company without having first registered them under the Securities Act of 1933, as amended (the “ Securities Act ”), the California Corporate Securities Law of 1968, or the securities laws of any other state, on the basis of certain exemptions from such registration requirements which depend, in part, upon the truth and accuracy of my representations made herein.

3. Without in any way limiting the representations set forth above, I agree that I will not dispose of any interest in the Shares unless and until (a) I shall have notified the Company of the proposed disposition; (b) I shall have furnished the Company with an opinion of counsel to the effect that such disposition will not require registration under the Securities Act, and (c) such opinion of counsel shall have been concurred in by the Company’s counsel.

4. I acknowledge receipt of all information as I deem necessary and appropriate to enable me to evaluate the merits and risks of my investment in the Shares, including information concerning the business and financial condition of the Company, and that I have had the opportunity to discuss such information with, and ask questions of, an officer of the Company.

5. I am an investor of sufficient sophistication and experience to make an informed investment decision regarding my purchase of the Shares, and I am able to bear the economic risk of an investment in the Shares.

6. I recognize that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and further recognize that the Company is under no obligation to register the Shares or to comply with any exemption from such registration.

7. I understand that Rule 144 under the Securities Act (an exemption under which securities may be sold without registration under the Securities Act) is not presently available. I understand that the availability of Rule l44 requires, among other things, that I hold the Shares for a minimum period. I further understand that, in the case of securities to which said Rule is not applicable, compliance with some other exemption under the Securities Act will be required.

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