0001047469-08-000093 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2008 • Third Wave Acquisition CORP • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of 2008, by and among Third Wave Acquisition Corp., a Delaware corporation (the "Company"), and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

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AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • January 4th, 2008 • Third Wave Acquisition CORP • Blank checks • New York

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement") is made as of the 4th day of January, 2008 between Third Wave Acquisition Corp., a Delaware corporation, with offices at 591 West Putnam Avenue, Greenwich, Connecticut 06830 (the "Company"), and American Stock Transfer & Trust Company, with offices at 59 Maiden Lane, New York, New York 10038 (the "Warrant Agent").

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 4th, 2008 • Third Wave Acquisition CORP • Blank checks • New York

This Investment Management Trust Agreement (this "Agreement") is made as of , 2008 by and between Third Wave Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company (the "Trustee").

SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • January 4th, 2008 • Third Wave Acquisition CORP • Blank checks • New York

This Securities Escrow Agreement (this "Agreement") is made as of , 2008, by and among Third Wave Acquisition Corp., a Delaware corporation (the "Company"), each of the parties set forth on Exhibit A hereto (collectively, the "Private Investors"), and American Stock Transfer & Trust Company, a New York corporation (the "Escrow Agent").

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