Amendment to Agreement and Plan of Merger

On June 25, 2017, Miramar Labs, Inc. (the Company), Sientra, Inc.
(Parent) and Desert Acquisition Corporation, a wholly-owned
subsidiary of Parent (Purchaser), and entered into Amendment No.
1 to Agreement and Plan of Merger (the Amendment) to the
Agreement and Plan of Merger (the Merger Agreement) by and among
the Company, Purchaser and Parent. 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. 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.

The Amendment (a) permits the Merger to be effected as a
short-form merger to applicable provisions of the Delaware
General Corporation Law, including Section 253, and (b) grants to
Purchaser an irrevocable right to purchase (the Top-Up), which
Purchaser will be deemed to have exercised immediately following
the consummation of the Offer, if necessary, to purchase from the
Company a number of newly issued shares of Company common stock
(the Shares) at a price per share equal to the Offer Price (the
Top-Up Shares) equal to the lowest number of Shares that, when
added to the Shares already owned by Purchaser (and, if
applicable, Parent) following the consummation of the Offer,
constituting one Share more than 90% of the Shares, but not less
than one share more than 90% of the Shares then outstanding
(after giving effect to the Top-Up).

Other than as expressly modified to the Amendment, the Merger
Agreement, which was previously filed as Exhibit 2.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission by the Company on June 12, 2017, remains in full force
and effect. The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by
reference to the Amendment, which is attached as Exhibit 2.1 to
this Current Report on Form 8K. The Amendment 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.>>

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