CONFIDENTIALITY AGREEMENTConfidentiality Agreement • December 9th, 2013 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This letter agreement shall become effective upon the appointment of the Icahn Designees to the Board of Directors (the “Board”) of Hologic, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of December 8, 2013, among the Company and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, either of the Icahn Designees may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • December 9th, 2013 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of December 8, 2013 by and among Hologic, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
