Participants in Solicitation
Restoration Robotics, Venus Concept Ltd. (
Venus Concept
) and their respective directors, executive officers and certain employees may be
deemed to be participants in the solicitation of proxies from the stockholders of Restoration Robotics in connection with the merger. Information about the directors and executive officers of Restoration Robotics is set forth in Restoration
Robotics Annual Report on Form
10-K
for the period ended December 31, 2017 and filed with the SEC on March 5, 2018 and its proxy statement on Schedule 14A for its Annual Meeting of Stockholders
held on June 13, 2018 filed with the SEC on April 26, 2018. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it becomes available. You may obtain copies of the proxy statement/prospectus when it becomes available free of charge by visiting the SECs website at
www.sec.gov.
Non-solicitation
This document will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These statements, as they relate to Restoration Robotics or Venus Concept, the management of either such company or the proposed transactions involving Restoration Robotics and Venus Concept, including the
proposed merger and equity financings, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These statements are based on current plans, estimates and projections, and therefore, you are
cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Restoration Robotics and Venus Concept undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates,
assumptions and projections about the business and future financial results of the medical device industry, and other legal, regulatory and economic developments. We use words such as anticipates, believes, plans,
expects, projects, future, intends, may, will, should, could, estimates, predicts, potential, continue,
guidance, and similar expressions which are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the documents Restoration Robotics has filed with the SEC as well as the possibility that (1) the parties may be
unable to obtain stockholder or regulatory approvals required for the proposed transactions; (2) the length of time necessary to consummate the proposed transactions may be longer than anticipated; (3) the parties may not be able to
satisfy the conditions precedent to consummate the proposed transactions; (4) the proposed transactions may divert managements attention from Restoration Robotics and Venus Concepts ongoing business operations; (5) the
anticipated benefits of the proposed transactions might not be achieved; (6) the proposed transactions may involve unexpected costs; (7) the business may suffer as a result of uncertainty surrounding the proposed transactions, including
difficulties in maintaining relationships with third parties or retaining key employees; (8) the parties may be unable to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; (9) the
parties may be subject to risks related to the proposed transactions, including any legal proceedings related to the proposed transactions and the general risks associated with the respective businesses of Restoration Robotics and Venus Concept,
including the general volatility of the capital markets, terms and deployment of capital, volatility of Restoration Robotics share prices, changes in the medical device industry, interest rates or the general economy, underperformance of Restoration
Robotics or Venus Concepts assets and investments, inability to raise funds and the degree and nature of Restoration Robotics and Venus Concepts competition, as well as the risk that unexpected reductions in Restoration
Robotics cash balance could adversely affect the portion of the combined company that the Restoration Robotics stockholders retain; (10) activist investors might not approve of the proposed transactions; or (11) the risks that are
more fully described in the section titled Risk Factors in Restoration Robotics most recent Annual Report on Form
10-K
for the year ended December 31, 2017 filed with the SEC on
March 5, 2018 and Quarterly Report on Form
10-Q
for the nine months ended September 30, 2018 filed with the SEC on November 5, 2018, as well as subsequent and other documents filed from time to
time with the SEC by Restoration Robotics could materialize. Additionally, forward-looking statements related to Venus Concepts future expectations are subject to numerous risks and uncertainties, including risks that planned development
milestones and timelines will not be met. Additional risks relating to the transactions and Venus Concepts business and operations will be set forth in the Registration Statement on Form
S-4
and the
prospectus and proxy statement contained therein that Restoration Robotics will file in connection with the merger. Neither Restoration Robotics nor Venus Concept gives any assurance that either Restoration Robotics or Venus Concept will achieve its
expectations.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that affect the businesses of Restoration Robotics described in the Risk Factors section of its Annual Report on Form
10-K,
Quarterly Reports on Form
10-Q
and other documents filed by Restoration Robotics from time to time with the SEC, as well as Risk Factors that will be contained in the Registration Statement on Form
S-4
and the prospectus and definitive
proxy statement contained therein for the proposed merger between Restoration Robotics and Venus Concept. All forward-looking statements included in this document are based upon information available to Restoration Robotics and Venus Concept as of
the date hereof, and neither Restoration Robotics nor Venus Concept assumes any obligation to update or revise such forward-looking statements to reflect events or circumstances that subsequently occur or of which Restoration Robotics or Venus
Concept hereafter becomes aware.