13D Filing: PTV Sciences II LP and Apollo Endosurgery Inc. (APEN)

Page 17 of 21

Page 17 of 21 – SEC Filing


The information provided in Item 3 is hereby incorporated by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Investor Rights Agreement

Original Apollo, the PTV Funds
and certain other holders of the Issuers securities (are party to that certain Third Amended and Restated Investors Rights Agreement dated as of September 8, 2016 (the Rights Agreement). The registration rights of the
stockholders provided under the Rights Agreement survived the Merger. Pursuant to the Rights Agreement, the PTV Funds and certain other holders of the Issuers common stock have been granted registration rights and certain other standard
expense reimbursement and indemnification rights for the benefit of the PTV Funds and certain other investors. The foregoing rights terminate on the fourth anniversary of the Issuers initial public offering. The foregoing description of the
Rights Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Rights Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Lock-Up Agreement

The PTV Funds, along with the
Issuers officers, directors (including Crawford and Anderson) and certain of the Issuers other stockholders have agreed with the underwriters of the Offering (the Underwriters), subject to limited exceptions, for a period of
90 days after July 21, 2017, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of Common Stock or any securities convertible into or
exchangeable for the Issuers Common Stock either owned as of July 21, 2017 or thereafter acquired without the prior written consent of the Underwriters. This 90-day period may be extended if (1) during the last 17 days of the
90-day period, the Issuer issues an earnings release or material news or a material event regarding the Issuer occurs or (2) prior to the expiration of the 90-day period, the Issuer announces that it will release earnings results during the
16-day period beginning on the last day of the 90-day period, then the period of such extension will be 18 days, beginning on the issuance of the earnings release or the occurrence of the material news or material event. If after any
announcement described in clause (2) of the preceding sentence, the Issuer announces that it will not release earnings results during the 16-day period, the lock-up period shall expire the later of the expiration of the 90-day period and the
end of any extension of such period made pursuant to clause (1) of the preceding sentence. The Underwriters may, in their sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release
all or any portion of the securities subject to lock-up agreements.

The foregoing descriptions of the Rights Agreement and the Lockup Agreement are only
summaries and are, in each case, qualified in their entirety by the Rights Agreement and form of Lockup Agreement, filed herewith as exhibits A and B, respectively, each of which are incorporated by reference herein.

Other than as described in this Schedule 13D, to the best of the Reporting Persons knowledge, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Page 17

Follow Apollo Endosurgery Inc. (NASDAQ:APEN)

Page 17 of 21