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Entry into a Material Definitive

Second Supplemental Indenture

On November2, 2015, Endologix, Inc. (the Company) closed the sale of $125,000,000 aggregate principal amount of the Companys 3.25% Senior Convertible Notes due 2020 (the Notes) pursuant to an Underwriting Agreement, dated October27, 2015, by and between the Company and Piper Jaffray& Co. The Notes were offered and sold pursuant to the Companys Registration Statement (the Registration Statement) on Form S-3ASR (Registration No.333-207615), which became effective October26, 2015, and the prospectus, dated October26, 2015, included in the Registration Statement, as supplemented by a prospectus supplement dated October27, 2015, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).

The Notes are governed by an Indenture (the Base Indenture), dated as of December10, 2013, by and between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee), as amended and supplemented by the Second Supplemental Indenture, dated as of November2, 2015, by and between the Company and the Trustee (the Second Supplemental Indenture, as such Second Supplemental Indenture amends and supplements the Base Indenture, the Indenture). The Notes will accrue interest at a rate of 3.25%per year, payable semi-annually in arrears on May1 and November1 of each year, commencing May1, 2016. The Notes will mature on November1, 2020, unless earlier purchased, redeemed or converted in accordance with the terms of the Indenture...


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