2017 Equity Incentive Plan

At the 2017 Annual Meeting of Stockholders of Apollo Endosurgery,
Inc. held on June 9, 2017, or the 2017 Annual Meeting, our
stockholders voted on and approved the 2017 Equity Incentive
Plan, or the 2017 Plan. The 2017 Plan was previously approved,
subject to stockholder approval, by our Board of Directors, or
the Board, in April 2017, and the Compensation Committee of the
Board subsequently approved, to authority delegated by the Board,
the reservation of 1,000,000 shares of common stock for issuance
under the 2017 Plan. The 2017 Plan replaces our 2016 Equity
Incentive Plan, or the 2016 Plan, which was the successor to the
2006 Stock Option Plan, or the 2006 Plan, and the Lpath Amended
and Restated 2005 Equity Incentive Plan, or the Lpath Plan and,
collectively with the 2016 Plan and the 2006 Plan, the Prior
Plans. The 2017 Plan became effective immediately upon
stockholder approval at the Annual Meeting. Grants will no longer
be made under the Prior Plans, but the awards that remain
outstanding will continue to be governed by the terms of the
applicable Prior Plan and the applicable award agreement.

The terms of the 2017 Plan provide for the grant of incentive
stock options, nonstatutory stock options, stock appreciation
rights, restricted stock awards, restricted stock unit awards,
other stock awards, and performance awards that may be settled in
cash, stock, or other property. No further awards may be granted
under the Prior Plans. Subject to adjustment for certain changes
in our capitalization, the aggregate number of shares of common
stock that may be issued under the 2017 Plan will not initially
exceed 1,000,000 shares. The number of shares reserved under the
2017 Plan will automatically increase on January 1st of each
year, for a period of up to ten years, commencing on January 1,
2018 and ending on (and including) January 1, 2027, in an amount
equal to 4% of the total number of shares of common stock
outstanding on December 31st of the preceding calendar year.
However, the Board or Compensation Committee may act prior to
January 1st of a given year to provide that there will be no
January 1st increase in the share reserve for such year or that
the increase in the share reserve for such year will be a lesser
number of shares of common stock than would otherwise occur to
the automatic increase.

A more complete summary of the terms of the 2017 Plan is set
forth in our definitive proxy statement filed with the Securities
and Exchange Commission on April 28, 2017. That summary and the
foregoing description are qualified in their entirety by
reference to the text of the 2017 Plan, the>forms of stock
option grant notice, stock option agreement, notice of exercise
and the>forms of restricted stock unit grant notice and award
agreement, under the 2017 Plan, which are filed as Exhibits 10.1,
10.2 and 10.3, respectively, hereto and incorporated herein by
reference.

At the 2017 Annual Meeting, our stockholders voted on and
approved the amendment and restatement of our certificate of
incorporation, or the Restated Certificate, to effect the
following changes:

Our stockholders also voted on and approved the amendment and
restatement of our bylaws, or the Restated Bylaws, to effect
corresponding changes to reflect these amended provisions.

Immediately following the 2017 Annual Meeting, we filed the
Restated Certificate with the Secretary of State of the State of
Delaware.

The foregoing descriptions of the Restated Certificate and the
Restated Bylaws are qualified in their entirety by reference to
the Restated Certificate and the Restated Bylaws, copies of which
are attached as Exhibit 3.1 and Exhibit 3.2, respectively, hereto
and are incorporated herein by reference.

On June 9, 2017, at the 2017 Annual Meeting, the following
proposals were adopted by the margin indicated. Proxies for the
2017 Annual Meeting were solicited to Section 14(a) of the
Securities Exchange Act of 1934, as amended, and there was no
solicitation in opposition of managements solicitation.

(a) Proposal 1. Each of the eight nominees for election to the
Board was elected based on the votes as listed below. Following
the 2017 Annual Meeting, the Board assigned John Creecy and
William D. McClellan, Jr. to serve as Class I Directors for an
initial one year term, Matthew S. Crawford, R. Kent McGaughy,
Jr., and Bruce Robertson, Ph.D. to serve as Class II Directors
for an initial two year term, and Todd Newton, Richard J. Meelia
and Rick Anderson to serve as Class III Directors for an initial
three year term.

(b) Proposal 2.>The approval of the adoption of our 2017
Equity Incentive Plan and the authorization of 1,000,000 shares
of common stock for issuance thereunder was approved based upon
the following votes:

(c) Proposal 3. The approval of the Restated Certificate, and the
Restated Bylaws, to provide for the establishment of a classified
Board structure was approved based upon the following votes:

>(d) Proposal 4. The approval of the Restated Certificate and
the Restated Bylaws to permit stockholder action to be taken only
at a duly called annual or special meeting and to eliminate
action by written consent or electronic transmission of
stockholders was approved based upon the following votes:

(e) Proposal 5. The approval of the Restated Certificate and the
Restated Bylaws to add a provision allowing special meetings of
our stockholders to be called by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, or (iii) the Board
of Directors to a resolution adopted by a majority of the total
number of authorized directors was approved based upon the
following votes:

(f) Proposal 6. The approval of the Restated Certificate to add a
new Article XI designating the Court of Chancery of the State of
Delaware as the sole and exclusive forum for specified legal
actions unless we otherwise consent was approved based upon the
following votes:

(g) Proposal 7. The approval of the Restated Certificate and the
Restated Bylaws to prohibit director removal without cause and
allow removal with cause by the affirmative vote of the holders
of at least 66 2/3% of the voting power of all then-outstanding
shares of our common stock entitled to vote generally at an
election of directors was approved based upon the following
votes:

(h) Proposal 8. The advisory vote on the compensation of our
named executive officers was approved based upon the following
votes:

(i) Proposal 9. The votes, on a non-binding advisory basis, on
the frequency of holding future advisory votes on executive
compensation were as follows:

Based on the Boards recommendation in the proxy statement and the
voting results on this matter, the Board resolved that we will
hold an advisory vote on the compensation of named executive
officers every three years.

(j) Proposal 10. The selection of KPMG LLP to act as our
independent registered public accounting firm for the year ending
December 31, 2017 was ratified based upon the following votes: