EXCHANGE AGREEMENTExchange Agreement • February 15th, 2013 • 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 15, 2013 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 2043 (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 Fourth Supplemental Indenture thereto, to be dated as of February 21, 2013 (the “Supplement,” and, together with the Base Indenture and all other supplements thereto,
