35,000,000 Units THIRD WAVE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2008 • Third Wave Acquisition CORP • Blank checks • New York
Third Wave Acquisition Corp., a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representative (the "Representative"), an aggregate of 35,000,000 units of the Company (the "Firm Units"), with each unit consisting of one share of the Company's common stock, $0.001 par value per share (the "Common Stock"), and one warrant (collectively, the "Warrants") to purchase Common Stock. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to 5,250,000 additional units of the Company (the "Option Units") as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 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").
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2008 • Third Wave Acquisition CORP • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of , 2008 between Third Wave Acquisition Corp., a Delaware corporation (the "Company"), and (the "Indemnitee").
SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • February 14th, 2008 • Third Wave Acquisition CORP • Blank checks • New York
THIS SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement") is made as of the 14th day of February, 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 AGREEMENTInvestment Management Trust Agreement • February 14th, 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 AGREEMENTSecurities Escrow Agreement • February 14th, 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").
THIRD WAVE ACQUISITION CORP. 591 West Putnam Avenue Greenwich, Connecticut 06830Third Wave Acquisition CORP • February 14th, 2008 • Blank checks
AMENDED AND RESTATED SPONSOR WARRANTS AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTUnits Subscription Agreement • February 14th, 2008 • Third Wave Acquisition CORP • Blank checks • Delaware
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 14th day of February, 2008, by and among Third Wave Acquisition Corp., a Delaware corporation (the "Company"), BSS Third Wave Investors LLC, a Delaware limited liability company ("BSS Third Wave") and Arrow Third Wave LLC, a Delaware limited liability company ("Arrow Third Wave" and, together with BSS Third Wave, the "Subscribers"; each of BSS Third Wave and Arrow Third Wave, a "Subscriber").
