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Exhibit 4.3    
    


[SPECIMEN
WARRANT CERTIFICATE] 


[THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A SECURITIES ESCROW AGREEMENT (THE "AGREEMENT") AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT) AND ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH
IN A LETTER AGREEMENT AND A WARRANT AGREEMENT, AS AMENDED. 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.](1) 



	No.            	 	CUSIP No.                        




THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M. NEW YORK CITY TIME,                        , 2012 


THIRD WAVE ACQUISITION CORP.


Warrant
Certificate evidencing 


Warrants
to Purchase Common Stock, par value $0.001, as described herein. 


THIS
CERTIFIES THAT, for value received                        , or its registered assigns, is the registered holder of a Warrant or
Warrants expiring                        , 2012 (the "Warrant") to purchase one
fully paid and non-assessable share of Common Stock, par value $0.001 per share (the "Shares"), of Third Wave Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant
evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the completion of a Business Combination, and
(ii)                         , 2009 [one year from the consummation of the Public Offering (as defined
in the Warrant Agreement)],
such number of Shares of the Company at the price of $7.50 per share, upon surrender of this Warrant Certificate accompanied by the annexed duly executed subscription form and payment of the Warrant
Price at the office or agency of American Stock Transfer & Trust Company (the "Warrant Agent") (such payment to be made by check payable to the Warrant Agent), but only subject to the
conditions set forth herein and in the Warrant Agreement (as defined below); provided, however, in lieu
of the payment of the Warrant Price, a Registered Holder (as defined in the Warrant Agreement) of a Warrant shall have the right (but not the obligation) to convert any exercisable but unexercised
Warrants into that number of shares of Common Stock equal to the quotient obtained by dividing (x) the Value of the Warrants being exercised by (y) the Current Market Value. The "Value"
of the Warrants being exercised shall equal the amount derived from subtracting (a)(i) the Warrant Price multiplied by (ii) the number of shares of Common Stock issuable upon exercise of
the Warrants being converted from (b)(1) the Current Market Value of a share of Common Stock multiplied by (2) the number of shares of Common Stock issuable upon exercise of the Warrants
being converted; provided that if the resulting quotient contains a fraction, such quotient will be rounded down to the nearest whole number. As used herein, the term "Current Market Value" per share
of Common Stock at any date shall mean the average last sales price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the Warrant
Agent receives notice of the Registered Holder's exercise of the Conversion Right in the principal trading market for the Common Stock as reported by any national securities exchange or quoted on the
NASD OTC Bulletin Board (or its successor entity), as the case may be; provided, that if the fair market value of the Common Stock cannot be so
determined, the "Current Market Value" per share shall be determined by the Board of Directors of the Company, in good faith. The Warrant Agreement provides that upon the occurrence of certain events
the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted.
The term "Warrant Price" as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. 




	(1)
	To
be included only in Warrant Certificates representing Private Warrants. 


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        This
Warrant Certificate is issued under and in accordance with the Amended and Restated Warrant Agreement, dated as of January 4, 2008 (the "Warrant Agreement"), between the
Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, all of which terms and provisions the holder of this Warrant Certificate and the beneficial
owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the office of the Warrant Agent and at
the office of the Company at 591 West Putnam Avenue, Greenwich, Connecticut 06830. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Warrant
Agreement. 


        No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the
Company shall, upon such exercise, round down to the nearest whole number the number of Shares to be issued to such holder. 


        Upon
any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the Registered Holder hereof or its assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised. 



        Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the Registered Holder hereof in person or by attorney duly authorized in writing, may be exchanged
in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants. 


        Upon
due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge. 


        The
Company and the Warrant Agent may deem and treat the Registered Holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. 


        This
Warrant does not entitle the Registered Holder to any of the rights of a stockholder of the Company. 



        [The
Company reserves the right to call, at its option, the Warrant at any time prior to its exercise, with a notice of call in writing to the holders of record of the
Warrant, giving thirty (30) days prior written notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $14.25 per share (the
"Trigger Price") on any twenty (20) trading days within any thirty (30) trading day period ending on the third business day prior to the date on which notice of such call is given (the
"Measurement Period"). The Warrant may not be called unless the Warrant and the Shares are covered by an effective registration statement and a current prospectus from the beginning of the Measurement
Period through the date fixed for the call. The call price of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified
in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price. The Trigger Price is subject to adjustments as provided in the Warrant
Agreement.](2) 




	(2)
	To
be included only in Warrant Certificates representing Warrants sold in the Company's public offering. 


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        THIS
WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B). 


        This
Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised,
unless this Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant Agent. 


        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 


Dated
as of                        , 2007 



	 	 	THIRD WAVE ACQUISITION CORP.
	

 	
 	
By:	

    

	 	 	Name:  Barry S. Sternlicht

Title:    Chief Executive Officer





AMERICAN
STOCK TRANSFER & TRUST COMPANY 



	By:	 	    
 Authorized Officer	 




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SUBSCRIPTION
FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants 


The
undersigned Registered Holder irrevocably elects to exercise the right, represented by this Warrant Certificate, to
purchase                        shares of Common Stock and herewith makes payment of the
Exercise Price by [surrendering                        Warrants represented by this Warrant Certificate (with a "Value" of
$                        based on a "Current Market Value" of
$                        )] [paying
$                        in cash], in accordance with the terms of the Warrant Agreement. 


The
undersigned requests that certificates for such shares of Common Stock be registered in the name of: 


(PLEASE
TYPE OR PRINT NAME AND ADDRESS) 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER) 


and
be delivered to 


PLEASE
PRINT OR TYPE NAME AND ADDRESS) 


and,
if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below: 


Dated:




	 	 	(SIGNATURE)
	

 	
 	

(ADDRESS)
	

 	
 	

(TAX IDENTIFICATION NUMBER)





THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15). 


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ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants 


For
Value Received,                        hereby sells, assigns, and transfers unto 


(PLEASE
TYPE OR PRINT NAME AND ADDRESS) 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER) 


                                of
the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and
appoints                        Attorney to transfer this Warrant Certificate on the books of the Company, with full power of
substitution in the premises. 


Dated:




	 	 	(SIGNATURE)





THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15). 


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Exhibit 4.3