AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT by and between HOLOGIC, INC., a Delaware corporation (the “Company”), and ________ (the “Executive”), dated as of _____.
RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
AGREEMENT entered into as of this 3rd day of May, 2006 (the “Effective Date”) by and between Hologic, Inc., a Delaware corporation with its principal place of business at 35 Crosby Drive, Bedford, Massachusetts 01730 (the “Company”) and John W. Cumming, an individual having his principal residence in Sudbury, Massachusetts (the “Executive”).
SEVERANCE AGREEMENTSeverance Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
WHEREAS, the Board of Directors (the “Board”) of the Company (as hereinafter defined) recognizes that the possibility of a termination without Cause (as hereinafter defined), can create significant distractions for its key management personnel because of the uncertainties inherent in such situations;
AGREEMENT AND PLAN OF MERGER BY AND AMONG HOLOGIC, INC., SWORDFISH ACQUISITION, INC. AND SUROS SURGICAL SYSTEMS, INC. DATED: April 17, 2006Merger Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 17, 2006, by and among: (i) Hologic, Inc., a Delaware corporation (the “Parent”); (ii) Swordfish Acquisition, , Inc., a Delaware corporation (“Merger Sub”); and (iii) Suros Surgical Systems, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used herein are defined in Article 10.
VOTING AGREEMENT AND WAIVERVoting Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
THIS VOTING AGREEMENT AND WAIVER (this “Agreement”), dated as of April 24, 2006, is made by and among Hologic, Inc., a Delaware corporation (the “Parent”) and holders (the “Principal Stockholders”) of certain shares of Company Capital Stock of R2 Technology, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG HOLOGIC, INC., HYDROGEN ACQUISITION, INC. AND R2 TECHNOLOGY, INC. DATED: APRIL 24, 2006Merger Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 24, 2006, by and among: (i) Hologic, Inc., a Delaware corporation (the “Parent”); (ii) Hydrogen Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); (iii) R2 Technology, Inc., Inc., a Delaware corporation (the “Company”); and (iv) Scott Halsted, solely in his capacity as Stockholder Representative (as defined below). Certain capitalized terms used herein are defined in Article 11 hereof.
SHARE PURCHASE AGREEMENT Transfer of Shares and Trustor RightsShare Purchase Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus
WHEREAS, AEG Elektrofotografie GmbH, a limited liability company with its registered seat in Warstein-Belecke and registered with the Commercial Register of the Court of Arnsberg under Number HRB 2897 (“EFO”), is engaged in the business of the development, production, distribution and trade with electro-photographic products, in particular for copy machines, printers and fax machines as well as the Selenium coating for flat panel digital x-ray detectors.
LOCKUP AGREEMENTLockup Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
THIS LOCKUP AGREEMENT (the “Agreement”) is entered into as of this 28th day of April, 2006, by and between (the “Shareholder”) and Hologic, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENT AND WAIVERVoting Agreement • May 4th, 2006 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
THIS VOTING AGREEMENT AND WAIVER (this “Agreement”), dated as of April 17, 2006, is made by and among Hologic, Inc, a Delaware corporation (the “Buyer”) and holders (the “Stockholders”) of certain shares of Common Stock, $0.001 par value per share, and certain shares of Preferred Stock, $0.001 par value per share, of Suros Surgical Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
