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.

                             H.I.G. VENTURES - ENDOSURGERY, LLC


                             By:        /s/Richard Siegel
                                        ----------------------------------
                             Name:      Richard Siegel
                             Title:     Vice President and General Counsel