AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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HOLOGIC INC | SWORDFISH ACQUISITION, INC | SUROS SURGICAL SYSTEMS, INC.

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Delaware Date: 5/4/2006
Industry: HTHEQP Law Firm: Brown Rudnick Berlack Israels LLP

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AGREEMENT AND PLAN OF MERGER

EXECUTION VERSION

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

HOLOGIC, INC.,

SWORDFISH ACQUISITION, INC.

AND

SUROS SURGICAL SYSTEMS, INC.

DATED: April 17, 2006


AGREEMENT AND PLAN OF MERGER

TABLE OF CONTENTS


ARTICLE 1. THE MERGER; CLOSING		1

1.1	THE MERGER	1
1.2	EFFECTIVE TIME	2
1.3	EFFECTS OF THE MERGER	2
1.4	CERTIFICATE OF INCORPORATION OF SURVIVING CORPORATION	2
1.5	BYLAWS OF SURVIVING CORPORATION	3
1.6	OFFICERS AND DIRECTORS OF SURVIVING CORPORATION	3
1.7	CONVERSION OR CANCELLATION OF COMPANY CAPITAL STOCK AND THE COMPANY DERIVATIVE SECURITIES	3
1.8	MERGER CONSIDERATION	4
1.9	SURRENDER OF CERTIFICATES	10
1.10	NO FRACTIONAL SHARES; MULTIPLE CERTIFICATES	13
1.11	ESCROW AGREEMENT	14
1.12	STOCK TRANSFER BOOKS	14
1.13	STOCKHOLDER REPRESENTATIVE	14
1.14	ANCILLARY AGREEMENTS	16

ARTICLE 2. REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY		16

2.1	ORGANIZATION AND GOOD STANDING	16
2.2	AUTHORITY; NO CONFLICT	17
2.3	CAPITALIZATION	18
2.4	BOOKS, RECORDS AND ACCOUNTS; INTERNAL CONTROLS	19
2.5	FINANCIAL STATEMENTS	19
2.6	NO UNDISCLOSED LIABILITIES	20
2.7	TAXES	20
2.8	ACCOUNTS RECEIVABLE	22
2.9	TITLE TO PROPERTIES; ENCUMBRANCES.	22
2.10	CONDITION AND SUFFICIENCY OF ASSETS	23
2.11	COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATIONS	23
2.12	LEGAL PROCEEDINGS	24
2.13	ABSENCE OF CERTAIN CHANGES AND EVENTS	24
2.14	CONTRACTS; NO DEFAULTS	24
2.15	INSURANCE	26
2.16	ENVIRONMENTAL MATTERS	27
2.17	EMPLOYEES	27
2.18	EMPLOYEE BENEFITS	28
2.19	LABOR RELATIONS	30
2.20	INTELLECTUAL PROPERTY	31
2.21	CERTAIN PAYMENTS	34
2.22	RELATIONSHIPS WITH RELATED PERSONS	34
2.23	BROKERS OR FINDERS	35
2.24	CUSTOMER RELATIONSHIPS	35
2.25	SUPPLIERS; RAW MATERIALS CONTRACTORS	35
2.26	INVENTORIES	36
2.27	PRODUCT WARRANTIES; PRODUCT LIABILITY	36
2.28	FDA AND REGULATORY MATTERS; CLINICAL TRIALS	37
2.29	FINANCIAL SERVICE RELATIONS AND POWERS OF ATTORNEY	38
2.30	COMPANY ACTION	38
2.31	NO OTHER REPRESENTATIONS	39


AGREEMENT AND PLAN OF MERGER		Page i


ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF PARENT		39

3.1	ORGANIZATION AND GOOD STANDING	39
3.2	AUTHORITY; NO CONFLICT	39
3.3	CAPITALIZATION; MERGER SHARES	41
3.4	FILINGS WITH THE SEC	42
3.5	RIGHTS AGREEMENT	42
3.6	INTERIM OPERATIONS OF MERGER SUB	42
3.7	CAPITAL RESOURCES	43
3.8	ABSENCE OF CERTAIN CHANGES AND EVENTS	43
3.9	WKSI	43
3.10	NO UNDISCLOSED LIABILITIES	43
3.11	COMPLIANCE WITH LAWS	43
3.12	NO OTHER REPRESENTATIONS	44

ARTICLE 4. COVENANTS		44

4.1	NORMAL COURSE	44
4.2	CONDUCT OF BUSINESS	44
4.3	STOCKHOLDER MEETING	47
4.4	CERTAIN FILINGS	48
4.5	NOTIFICATION OF CERTAIN MATTERS	49
4.6	NO SOLICITATION	49
4.7	EMPLOYEE MATTERS	51
4.8	ACCESS TO INFORMATION; CONFIDENTIALITY	52
4.9	COMMERCIALLY REASONABLE EFFORTS; FURTHER ACTION	52
4.10	PROXY STATEMENT; PARENT STOCKHOLDER MEETING.	53
4.11	FINANCIAL INFORMATION AND ACCOUNTANTS CONSENTS	54
4.12	STOCKHOLDER DOCUMENTS	56
4.13	REGULATION D	56
4.14	PARACHUTE PAYMENTS	56

ARTICLE 5. ADDITIONAL COVENANTS OF PARENT		57

5.1	CERTAIN FILINGS	57
5.2	LISTING OF MERGER SHARES	57
5.3	REGISTRATION OF MERGER SHARES ON FORM S-3 OR FORM S-4	57
5.4	INDEMNIFICATION AND INSURANCE	58
5.5	INTERIM OPERATIONS OF MERGER SUB	59

ARTICLE 6. CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUB		60

6.1	REPRESENTATIONS AND WARRANTIES	60
6.2	PERFORMANCE OF COVENANTS	60
6.3	DISSENTING STOCKHOLDERS	60
6.4	COMPANY STOCKHOLDER APPROVAL	60
6.5	COMPANY MATERIAL ADVERSE EFFECT	60
6.6	UPDATED CERTIFICATE	61
6.7	PARENT STOCKHOLDER APPROVAL	61
6.8	NO INJUNCTIONS OR RESTRAINTS	61
6.9	APPROVALS AND CONSENTS	61
6.10	NASDAQ LISTING	61
6.11	OPINION OF COUNSEL	61
6.12	ESCROW AGREEMENT	62
6.13	REGISTRATION RIGHTS AGREEMENT	62
6.14	SECURITIES LAW COMPLIANCE	62
6.15	FINANCIAL STATEMENTS	62
6.16	CAPITALIZATION CERTIFICATE	62


AGREEMENT AND PLAN OF MERGER		Page ii


ARTICLE 7. CONDITIONS TO OBLIGATIONS OF THE COMPANY		62

7.1	REPRESENTATIONS AND WARRANTIES	63
7.2	PERFORMANCE OF COVENANTS	63
7.3	UPDATED CERTIFICATE	63
7.4	COMPANY STOCKHOLDER APPROVAL	63
7.5	PARENT STOCKHOLDER APPROVAL	63
7.6	NO INJUNCTIONS OR RESTRAINTS	63
7.7	GOVERNMENTAL FILINGS AND CONSENTS	64
7.8	REGISTRATION STATEMENT	64
7.9	NASDAQ LISTING	64
7.10	OPINION OF COUNSEL	64