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 26th day of January, 2017.

                                                       /s/Christopher J. Gostout
                                                       -------------------------
                                                          Christopher J. Gostout