EXCHANGE AGREEMENTExchange Agreement • February 29th, 2012 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Hologic, Inc. (the “Company”) on February 29, 2012 whereby the Holder will exchange (the “Exchange”) the Company’s 2.00% Convertible Senior Notes due 2037 (the “Existing Notes”) for the Company’s new 2.00% Convertible Senior Notes due 2042 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of December 10, 2007 (the “Base Indenture”) between the Company and Wilmington Trust Company, as Trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture thereto, to be dated as of March 5, 2012 (the “Supplement,” and, together with the Base Indenture and all other supplements thereto, the “
