LENSAR, Inc.

Our business is subject to numerous risks and uncertainties, including those described in Part II, Item 1A. “Risk Factors” in this Quarterly Report. You should carefully consider these risks and uncertainties when investing in our common stock. The principal risks and uncertainties affecting our business include the following:

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The conditions under the Merger Agreement to our and Alcon’s consummation of the Merger may not be satisfied at all or in the anticipated timeframe.

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The announcement of, or a failure to consummate, the Merger could negatively impact our business, financial condition, results of operations or our stock price.

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The Merger Agreement contains provisions that could make it difficult for a third-party to acquire us prior to the completing of the Merger.

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Securities class action and derivative lawsuits in connection with the Merger could result in substantial costs and prevent or delay the consummation of the Merger.

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Our results have been in the past, and could be in the future, adversely affected by economic uncertainty or deteriorations in economic conditions.

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We have experienced and expect to incur operating losses for the near-term future and we cannot assure you that we will be able to generate sufficient revenue to achieve or sustain profitability.

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We have historically derived our revenue from the sale or lease of our Systems as well as the associated procedure licenses and sale of consumables used in each procedure involving our Systems. The commercial success of our ALLY System will depend upon receipt of additional regulatory clearances or certifications and our ability to maintain and grow significant market acceptance for it.

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Our growth depends on our ability to gain regulatory clearances and certifications, as well as our ability to meet production goals for our ALLY System.

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Patients may not be willing to pay for the price difference between a standard cataract procedure and an advanced cataract procedure in which a laser system such as ours is used, an increment which is typically not covered by Medicare, private insurance or other third-party payors.

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If we are not able to effectively grow our U.S. sales and marketing organization or maintain or grow an effective network of international distributors, our business prospects, results of operations and financial condition could be adversely affected.

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Our future capital needs are uncertain and we may need to raise additional funds in the future, and such funds may not be available on acceptable terms or at all.

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If the supply or manufacture of our Systems or other products associated with the Systems is materially disrupted, including by supply chain shortages and price increases, it may adversely affect our ability to manufacture products and could negatively affect our operating results.

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We currently compete, and expect to compete in the future against other companies, some of which have longer operating histories, more established products or greater resources than we do.

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To successfully market, sell and lease our products in markets outside of the United States, we must address many international business risks with which we have limited experience.

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Our products and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business.

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We may not receive, or may be delayed in receiving, the necessary clearances, certifications or approvals for our future products, or modifications to our current products, and failure to timely obtain additional clearances, certifications or approvals

v for our ALLY System and future products or modifications to our current products would adversely affect our ability to grow our business.

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