POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of BRIAN SZYMCZAK AND MARK B. WEEKS, signing individually, the
undersigned's true and lawful attorneys-in fact and agents to:
(1) execute for and on behalf of the undersigned, an officer,
director or holder of 10% of more of a registered class of securities of
APOLLO ENDOSURGERY, INC. (the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute
such Form 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file such forms or amendments with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any nature whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) 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, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact shall no longer be
employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 29th day of December, 2016.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
as of the date first above written.
PTV SPECIAL OPPORTUNITIES I, LP
By: PTV GP SO I, L.P.
its general partner
By: PTV GP III Management LLC
its general partner
By: /s/ Matthew Crawford
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Name: Matthew Crawford
Title: Manager
PTV IV, LP
By: PTV GP IV, L.P.
its general partner
By: PTV GP III Management LLC
its general partner
By: /s/ Matthew Crawford
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Name: Matthew Crawford
Title: Manager
PTV SCIENCES II, LP
By: Pinto Technology Ventures GP II, L.P.
its general partner
By: Pinto TV GP Company LLC
its general partner
By: /s/ Matthew Crawford
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Name: Matthew Crawford
Title: Managing Director