Agreement and Plan of Merger and Related Transactions

On June 11, 2017, Miramar Labs, Inc., a Delaware corporation (the
Company), Sientra, Inc., a Delaware corporation (Parent), and
Desert Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of Parent (Purchaser), entered into an Agreement
and Plan of Merger (the Merger Agreement). to the Merger
Agreement, and upon the terms and subject to the conditions
thereof, Purchaser has agreed to commence a cash tender offer to
acquire all of the outstanding shares of the Companys common
stock (the Offer) for a purchase price of (i) $0.3149 per share,
in cash, without interest (the Cash Portion) and (ii) the
contractual right (a CVR), to the Contingent Value Rights
Agreement in the form attached as Annex II to the Merger
Agreement (as it may be amended from time to time, the CVR
Agreement), to receive one or more contingent payments upon the
achievement of certain milestones as set forth in the CVR
Agreement, without interest (the CVR Portion, and together with
the Cash Portion, the Offer Price), subject to any applicable
withholding and upon the terms and subject to the conditions of
the Merger Agreement. Capitalized terms used but not otherwise
defined herein shall have their respective meanings ascribed to
such terms in the Transaction Documents or Support Agreements
(each as defined below), as applicable.

The consummation of the Offer will be conditioned on (i) a
majority of all shares of the Companys outstanding common stock
having been validly tendered into and not validly withdrawn from
the Offer and (ii) other customary conditions. The Offer is not
subject to a financing condition.

Following the consummation of the Offer, subject to customary
conditions, Purchaser will be merged with and into the Company
(the Merger) and the Company will become a wholly owned
subsidiary of Parent, to the procedure provided for under Section
251(h) of the Delaware General Corporation Law (the DGCL) without
any additional stockholder approvals. In the Merger, each
outstanding share of the Companys common stock (other than shares
held by the Company (or held in the Companys treasury), Parent,
Purchaser, any of other wholly owned subsidiary of Parent, or any
wholly owned subsidiary of the Company, or shares with respect to
which appraisal rights are properly exercised under the DGCL)
will be converted into the right to receive the Offer Price,
subject to any applicable withholding.

The Merger Agreement provides that, as of the effective time of
the Merger (the Effective Time), (1) each stock option to
purchase shares of the Companys common stock that is then
outstanding and unexercised (the Company Options), whether or not
vested, shall be cancelled, and with respect to those persons
holding Company Options for which the per share Cash Portion is
greater than the applicable per share exercise price (each an
In-the-money Option), each such cancelled In-the-money Option
shall be converted into the right to receive (i) cash in an
amount equal to (A) the total number of shares subject to such
Company Option immediately prior to the Effective Time (without
regard to vesting) multiplied by (B) the excess, if any, of (x)
the Cash Portion over (y) the exercise price payable per share
under such Company Option, without interest, plus (ii) the right
to receive the CVR Portion for each share subject to such
In-the-money Option (without regard to vesting), which amount
shall be paid in accordance with the CVR Agreement, (2) no holder
of a cancelled Company Option that is not an In-the-money Option
shall be entitled to any payment with respect to such cancelled
Company Option before or after the Effective Time, and (3) the
Company shall accelerate (contingent upon the Effective Time) the
vesting of each unvested Company Option on the date that is at
least ten (10) calendar days prior to the Effective Time (such
date, the Acceleration Date) and, for a period of at least five
(5) calendar days following the Acceleration Date, allow each
holder of a Company Option to exercise all or a portion of the
Company Option, effective immediately prior to, and contingent
upon, the Effective Time.

The Merger Agreement contains customary representations,
warranties and covenants of the parties. In addition, under the
terms of the Merger Agreement, the Company has agreed not to
solicit, initiate or knowingly facilitate or encourage any
Acquisition Proposals (as defined in the Merger Agreement),
subject to customary exceptions that permit the Company to
respond to any unsolicited Acquisition Proposal, provided that
the Companys board of directors has determined in good faith
(after consultation with the Companys outside legal counsel) that
the failure to do so would likely constitute a breach of its
fiduciary duties. The Company is also permitted to change its
recommendation in favor of the Offer or to terminate the Merger
Agreement in order to accept an unsolicited Superior Offer (as
defined in the Merger Agreement) (subject to compliance with the
procedures set forth in the Merger Agreement), provided that the
Companys board of directors has determined in good faith (after
consultation with the Companys outside legal counsel) that the
failure to do so would likely

constitute a breach of its fiduciary duties. Parent has the right
to match any alternative Acquisition Proposal so that such
proposal fails to be a Superior Offer, which would otherwise
allow the Company to terminate the Merger Agreement. If the
Company is permitted to terminate the Merger Agreement and does
so, under such circumstances, the Company must pay Parent,
concurrently with such termination, a $100,000 termination fee.
In addition, this termination fee is payable by the Company to
Parent under other specified circumstances and in certain
circumstances Parent is entitled to reimbursement of expenses
incurred in connection with the transaction contemplated in the
Merger Agreement.

Tender and Support Agreements

Concurrently with the execution of the Merger Agreement, the
majority of the members of the Companys board of directors who
hold shares of Company Common Stock, stockholders who are
affiliated with such members, and other stockholders, in their
respective capacities as stockholders of the Company, entered
into Tender and Support Agreements with Parent and Purchaser (the
Support Agreements), to which the signatories have agreed, among
other things, to tender their respective shares of the Companys
common stock into the Offer and, during the period from the date
of such Support Agreements through the earlier of the date upon
which (i) the Merger Agreement is validly terminated, (ii) the
Merger becomes effective, or (iii) any amendment or change to the
Merger Agreement or the Offer is effected without the signatorys
consent that decreases the amount, or changes the form, timing
(except with respect to extensions of the Offer in accordance
with the terms of the Merger Agreement), or likelihood of payment
of consideration payable to all of the stockholders of the
Company to the terms of the Merger Agreement or the CVR Agreement
(the Support Period), to vote their Subject Securities (as
defined in the Support Agreements) in favor of the Merger,
against any action or action that to the signatorys knowledge
would reasonably cause a failure of a condition to the Offer to
be satisfied, and against any alternative Acquisition Proposals,
any amendment to the Companys certificate of incorporation or
bylaws, or any change in a majority of the board of directors of
the Company. Shares held by the signatories to the Support
Agreements that are eligible to be tendered into the Offer
represent, in the aggregate, approximately 73% of the Companys
common stock outstanding on the date of the Merger Agreement
(excluding common stock issuable upon exercise of Company Options
or Company Warrants). Each of the Support Agreements will
terminate upon the termination or expiration of the Support
Period.

Contingent Value Rights Agreement

At or prior to the time that Purchaser accepts for payment all
shares validly tendered and not properly withdrawn to the Offer,
Parent and a trustee mutually acceptable to Parent and the
Company will enter into the CVR Agreement to govern the terms of
the CVRs.

Each share of Company common stock held by such shareholder that
(i) the Purchaser accepts for payment from such holder to the
Offer or (ii) is owned by or has been issued to such holder as of
immediately prior to the Effective Time and is converted into the
right to receive the Offer Price to the terms of the Merger
Agreement, will be entitled to receive a CVR Portion equal to one
CVR. The CVRs are not transferable except under certain limited
circumstances, will not be evidenced by a certificate or other
instrument and will not be registered or listed for trading. The
CVRs will not have any voting or dividend rights and will not
represent any equity or ownership interest in Parent, Purchaser,
the Company or any of their affiliates.

Each CVR represents the right to receive the following cash
payments, without interest and less any applicable withholding
taxes, with each payment conditioned upon the achievement of
certain milestones as follows:

The CVRs are complex instruments and a number of factors will
determine whether any amount will actually be paid to the
Companys stockholders in accordance with the terms of the CVR
Agreement.

If none of the milestones are met, the CVRs will have no value.
The minimum payment under the CVRs is zero and, assuming the
satisfaction of all milestones, the maximum aggregate cash
payment represented by one CVR is $0.7058. There can be no
assurance that the various milestones set forth in the CVR
Agreement will be achieved and that the resulting payments will
be required of Parent.

Note Amendment

The Company previously announced on February 2, 2017 that it had
issued subordinated secured convertible promissory notes (the
Notes) to that certain Note Purchase Agreement, dated as of
January 27, 2017 (the Note Purchase Agreement), to the Investors
(as defined in the Note Purchase Agreement).

Concurrently with the execution of the Merger Agreement, the
Company, Parent and the Investors entered into an Omnibus
Amendment to Subordinated Secured Convertible Promissory Notes
(the Note Amendment), to which the Investors agreed that the
Notes will be amended and restated to effect the cancellation of
the Notes, subject to the consummation of the Merger, in exchange
for and upon receipt from Parent of payment to each Investor of
its portion of (a) certain payments at the Closing and (b)
contingent payments that are payable only upon the achievement of
Milestone #1; provided that a portion of each of the amounts
described in the preceding clauses (a) and (b) shall not be
immediately payable by Parent but rather withheld by Parent as a
source of recovery in respect of certain indemnification
obligations to which the Investors have agreed in favor of
Parent, the Company and their affiliates following the Closing,
the terms of which are set forth in more detail in the Note
Amendment.

Foundry Amendment

The Company previously entered into that certain Assignment and
License Agreement effective as of December 31, 2008, as amended
and/or clarified by certain letter agreements dated June 10 and
11, 2010 (collectively, the Original Foundry Agreement) with The
Foundry, Inc. (the Foundry Inc.), to which the Foundry Inc.
assigned to the Company certain Assigned Patents, Assigned
Technology, and Related Documentation (each as defined in the
Original Foundry Agreement) in exchange for certain royalty
payments to be paid by the Company to the Foundry Inc. In
connection with a liquidation and dissolution of the Foundry
Inc.s business, to that certain Revised and Restated Assignment
Agreement date December 31, 2008 (the Foundry Assignment
Agreement), the Foundry Inc. assigned all of its rights and
obligations under the Original Foundry Agreement to The Foundry,
LLC (the Foundry) and the Foundry agreed to pay the royalty
payments to certain individuals (the Foundry Assignees), with
each Foundry Assignee being entitled to a pro rata portion of
such amounts.

Concurrently with the execution of the Merger Agreement, the
Company, Parent, the Foundry and the Foundry Assignees entered
into an Amendment No. 1 to Assignment and License Agreement and
Assignment Agreement (the Foundry Amendment, and together with
the Merger Agreement and the Note Amendment, the Transaction
Documents), to which the signatories agreed that all payments
which may be payable to the Foundry will be payable to the
Foundry Assignees and the Foundry Assignees will each instead be
paid, subject to and contingent upon the occurrence of the Merger
and the achievement of Milestone #1, their respective pro rata
portions of (i) an amount equal to $2,235,821.53 in full
satisfaction of the amount of accrued royalty payments that may
be owed by the Company to the Foundry Assignees as of the
Closing; provided that a portion of such amount shall not be
immediately payable by Parent upon the achievement of Milestone
#1 but rather may be withheld by Parent as a source of recovery
in respect of certain indemnification obligations to which the
Foundry Assignees have agreed in favor of Parent, the Company and
their affiliates following the Closing, the terms of which are
set forth in more detail in the Foundry Amendment, and (ii)
certain Contingent Royalty Payments based on the Companys
Contingent Net Sales of Covered Products after the date of the
Foundry Amendment (each as defined in the Foundry Amendment).

Additional Information

The foregoing descriptions of the Transaction Documents and the
Support Agreements do not purport to be complete and are
qualified in their entirety by reference to the Merger Agreement,
which is attached as Exhibit 2.1 to this Current Report on Form
8K, the Support Agreements, the form of which is attached as
Exhibit 99.1 to this Current Report on Form 8K, the CVR
Agreement, the form of which is attached as Exhibit 99.2 to this
Current Report on Form 8K, the Note Amendment, which is attached
as Exhibit 99.3 to this Current Report on Form 8K, and the
Foundry Amendment, which is attached as Exhibit 99.4 to this
Current Report on Form 8K, and in each case is incorporated
herein by reference. The Merger Agreement has been attached to
provide investors with information regarding its terms. It is not
intended to provide any other factual information about the
Company, Parent or Purchaser. The Transaction Documents and the
Support Agreements contain representations and warranties by each
of Parent, Purchaser, the Company and the signatories thereto, as
applicable. These representations and warranties were made solely
for the benefit of the parties to such agreements and:

Accordingly, the representations and warranties in the
Transaction Documents and the Support Agreements may not
constitute the actual state of facts about the Company, Parent,
Purchaser or any other signatory thereto.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On June 11, 2017, the board of directors of the Company approved
the amendment and restatement of the Amended and Restated Bylaws
of the Company (the Bylaw Amendment), which became effective
immediately. The Bylaw Amendment added a new provision to the
Companys Bylaws that designates the Court of Chancery of the
State of Delaware as the sole and exclusive forum for certain
legal actions, unless the Company consents in writing to the
selection of an alternative forum. The foregoing description of
the Bylaw Amendment is only a summary, does not purport to be
complete, and is qualified in its entirety by reference to the
Bylaw Amendment, a copy of which is attached as Exhibit 3.1 and
is incorporated herein by reference.

Item 8.01 Other Events.

On June 12, 2017, the Company issued a press release announcing
the execution of the Merger Agreement. A copy of the press
release is attached hereto as Exhibit 99.4 to this report.

Important Additional Information and Where to Find It

In connection with the proposed acquisition of the Company by
Parent, Purchaser will commence a tender offer for all of the
outstanding shares of the Company. Such tender offer has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an
offer to sell shares of the Company, nor is it a substitute for
the tender offer materials that Parent and Purchaser will file
with the United States Securities and Exchange Commission (the
SEC) upon commencement of the tender offer. At the time that the
tender offer is commenced, Parent and Purchaser will file tender
offer materials on Schedule TO with the SEC, and the Company will
file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the offer. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE
COMPANYS STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE TENDER OFFER. Both the tender

offer statement and the solicitation/recommendation statement
will be made available to the Companys stockholders free of
charge. A free copy of the tender offer statement and the
solicitation/recommendation statement will also be made available
to all stockholders of the Company by contacting the Company at
2790 Walsh Avenue, Santa Clara, California 95051, by phone at
(408) 579-8700, or by visiting the Companys website
(http://miramarlabs.com/investors/). In addition, the tender
offer statement and the solicitation/recommendation statement
(and all other documents filed with the SEC) will be available at
no charge on the SECs website (www.sec.gov) upon filing with the
SEC. THE COMPANYS STOCKHOLDERS ARE ADVISED TO READ THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE
TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
TRANSACTION.

Forward Looking Statements

This document contains certain statements that constitute
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding the
satisfaction of conditions to the completion of the proposed
transaction and the expected completion of the proposed
transaction, as well as other statements that are not historical
fact. These forward-looking statements are based on currently
available information, as well as the Companys views and
assumptions regarding future events as of the time such
statements are being made. Such forward looking statements are
subject to inherent risks and uncertainties. Accordingly, actual
results may differ materially and adversely from those expressed
or implied in such forward-looking statements. Such risks and
uncertainties include, but are not limited to, the potential
failure to satisfy conditions to the completion of the proposed
transaction due to the failure to receive a sufficient number of
tendered shares in the tender offer, as well as those described
in cautionary statements contained elsewhere herein and in the
Companys periodic reports filed with the SEC including the
statements set forth under Risk Factors set forth in the Companys
most recent annual report on Form 10-K and the Companys most
recent quarterly report on Form 10-Q, the Tender Offer Statement
on Schedule TO (including the offer to purchase, the letter of
transmittal and other documents relating to the tender offer) to
be filed by Parent and Purchaser, and the
Solicitation/Recommendation Statement on Schedule 14D-9 to be
filed by the Company. As a result of these and other risks, the
proposed transaction may not be completed on the timeframe
expected or at all. These forward-looking statements reflect the
Companys expectations as of the date of this report. While the
Company may elect to update any such forward-looking statements
at some point in the future, the Company specifically disclaims
any obligation to do so, even if our expectations change, except
as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits