POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and
appoints the Chief Financial Officer and the General Counsel of EndoChoice
Holdings, Inc., a Delaware corporation, or any successor thereto (the
"Company"), as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of
1934 (as amended, the "Exchange Act") or any rule or regulation of the
SEC;
(2) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of
the Company, with the SEC, any national securities exchange and the
Company, as considered necessary or advisable under Section 16(a) of
the Exchange Act of 1934 and the rules and regulations promulgated
thereunder;
(3) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information of transactions in the Company's
securities from any third party, including brokers, employee benefit
plan administrators and trustees, and the undersigned hereby
authorizes any such person to release any such information to the
undersigned and approves and ratifies any such release of information;
and
(4) perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorneys-in-fact to act in their discretion on information provided
to such attorney-in-fact without independent verification of such
information;
(2) any documents prepared and/or executed by such attorneys-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be
in such form and will contain such information and disclosure as such
attorneys-in-fact, in his or her discretion, deems necessary or
desirable;
(3) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under
the Exchange Act, including without limitation the reporting
requirements under Section 16 of the Exchange Act; and
(4) neither the Company nor such attorneys-in-fact assumes any liability
for the undersigned's responsibility or failure to comply with the
requirements of the Exchange Act, including without limitation for
profit disgorgement under Section 16(b) of the Exchange Act.
The undersigned hereby ratifies all that such attorneys-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of May, 2015.
/s/ David N. Gill
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Signature
