FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1

FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of July, 2008, by and between Silicon Valley Bank (“Bank”) and ENDOLOGIX, INC., a Delaware corporation (“Borrower”) whose address is 11 Studebaker, Irvine, CA 92618.

Recitals

      A.  Bank and Borrower have entered into that certain Loan and Security Agreement dated as of February 21, 2007 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

      B.  Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

      C.  Borrower has requested that Bank amend the Loan Agreement to (i) extend additional credit, (ii) extend the maturity date, (iii) revise the financial covenants, and (iv) make certain other revisions to the Loan Agreement as more fully set forth herein.

      D.  Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

      Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

      1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

      2. Amendments to Loan Agreement.

           2.1 Section 2.1.4 (Term Advances) New Section 2.1.4 is hereby added as follows:

           “2.1.4 Term Advances.

               (a)  Availability . Subject to the terms and conditions of this Agreement, during the Draw Period, Bank shall make advances (each, a “Term Advance” and, collectively, “Term Advances”) not exceeding the Term Line. Each Term Advance shall be in an amount not less than One Million Dollars ($1,000,000), except for the final Term Advance which shall have no minimum. After repayment, no Term Advance may be reborrowed.

               (b)  Repayment . Term Advances outstanding on the last day of the Draw Period are payable in (i) thirty six (36) consecutive equal monthly installments of principal plus (ii) monthly payments of accrued interest, beginning on April 30, 2009 and continuing on the last day of each month thereafter through the Term Maturity Date.”

           2.2 Section 2.3 (Interest Rates). Section 2.3(a) is amended and restated in its entirety as follows:

               “(a) Interest Rates .

                    (i) Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to one half of one percentage point (0.50%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(f) below.

                    (ii)  Term Advances . Subject to Section 2.3(b), the principal amount outstanding under the Term Line shall accrue interest at a per annum rate equal to one percentage point (1.00%) above the Prime Rate which interest shall be payable monthly in accordance with Section 2.3(f) below.”

           2.3 Section 6.7 (Financial Covenants). Section 6.7 is amended and restated in its entirety as follows:

                “6.7 Financial Covenants.

                    Borrower shall maintain, at all times to be tested, as of the last day of each month, unless otherwise noted:

                    (a)  Liquidity Ratio . A ratio of (i) Cash at Bank (excluding any restricted cash) plus availability under the Revolving Line to (ii) all amounts owing from Borrower to Bank under the Term Line of at least 1.50 to 1.00.

                    (b)  Tangible Net Worth . A Tangible Net Worth of at least Thirteen Million Dollars ($13,000,000), which amount shall be increased by fifty percent (50%) of issuances of equity (other than issuances under Borrower’s equity compensation plans) or Subordinated Debt received after July 22, 2008 in the month following such issuance and by fifty percent (50%) of Net Income in the first month following the calendar quarter which Net Income is earned.”

           2.4 Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are added or amended in their entirety and replaced with the following:

                “Credit Extension” is any Advance, FX Forward Contract, amount utilized for Cash Management Services, Term Advance or any other extension of credit by Bank for Borrower’s benefit.

                “Draw Period” is the period of time from July 22, 2008 through the earlier to occur of (a) March 31, 2009, or (b) an Event of Default.

                “Revolving Maturity Date” means July 22, 2010.

                “Term Advance” is defined in Section 2.1.4(a).

                “Term Line” is an Term Advance or Term Advances in an aggregate amount of up to Three Million Dollars ($3,000,000).

                “Term Maturity Date” is March 31, 2012.

           2.5 Exhibit D is hereby replaced with Exhibit D attached hereto.

      3. Limitation of Amendments.

           3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiv