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Exhibit 10.3    
    


 
 

REGISTRATION RIGHTS AGREEMENT    
    


        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"). 


        WHEREAS,
the Investors currently hold all of the issued and outstanding securities of the Company (the "Founder Units"), each Founder Unit
consisting of one share of Common Stock (the "Founder Unit Shares") and one warrant (the "Founder
Warrants") exercisable to purchase one share of Common Stock (the "Founder Warrant Shares"); 



        WHEREAS,
concurrently with the Company's initial public offering, the Company will issue pursuant to a binding agreement with the Investors an aggregate of 7,800,000 warrants (the
"Sponsor Warrants"), each exercisable to purchase one share of Common Stock (the "Sponsor Warrant
Shares"); 


        WHEREAS,
in connection with the consummation of a Business Combination (as defined herein), the Company will sell 3,500,000 units, subject to adjustment (the
"Co-Investment Units"), to the Investors, each Co-Investment Unit consisting of one share of Common Stock (the
"Co-Investment Unit Shares") and one warrant (the "Co-Investment Warrants")
exercisable to purchase one share of Common Stock (the "Co-Investment Warrant Shares"); and 


        WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of (i) the Founder Units,
(ii) the Founder Unit Shares, (iii) the Founder Warrants, (iv) the Founder Warrant Shares, (v) the Sponsor Warrants, (vi) the Sponsor Warrant Shares,
(vii) the Co-Investment Units, (viii) the Co-Investment Unit Shares, (ix) the Co-Investment Warrants and (x) the
Co-Investment Warrant Shares. 


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 


        1.    DEFINITIONS.    The following capitalized terms used herein have
the following meanings: 



        "Agreement" means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time. 


        "Co-Investment Unit Shares" is defined in the recitals to this Agreement. 


        "Co-Investment Units" is defined in the recitals to this Agreement. 


        "Co-Investment Warrants" is defined in the recitals to this Agreement. 


        "Co-Investment Warrant Shares" is defined in the recitals to this Agreement. 


        "Commission" means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the
Exchange Act. 


        "Common Stock" means the common stock, par value $0.001 per share, of the Company. 


        "Company" is defined in the preamble to this Agreement. 


        "Demand Registration" is defined in Section 2.1.1. 


        "Demanding Holder" is defined in Section 2.1.1. 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time. 








 




        "Form S-3" is defined in Section 2.3. 


        "Founder Unit Shares" is defined in the recitals to this Agreement. 


        "Founder Units" is defined in the recitals to this Agreement. 


        "Founder Warrant Shares" is defined in the recitals to this Agreement. 


        "Founder Warrants" is defined in the recitals to this Agreement. 


        "Indemnified Party" is defined in Section 4.3. 


        "Indemnifying Party" is defined in Section 4.3. 


        "Investor" is defined in the preamble to this Agreement. 


        "Investor Indemnified Party" is defined in Section 4.1. 


        "Majority in interest" of Registrable Securities means a majority of the shares of Common Stock and shares of Common Stock underlying the
Warrants included in the Registrable Securities. 


        "Maximum Number of Shares" is defined in Section 2.1.4. 


        "Notices" is defined in Section 6.3. 


        "Piggy-Back Registration" is defined in Section 2.2.1. 


        "Register," "registered" and
"registration" mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of
the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 


        "Registrable Securities" mean all of (i) the Founder Units, (ii) the Founder Unit Shares, (iii) the Founder Warrants,
(iv) the Founder Warrant Shares, (v) the Sponsor Warrants, (vi) the Sponsor Warrant Shares, (vii) the Co-Investment Units, (viii) the
Co-Investment Unit Shares, (ix) the Co-Investment Warrants and (x) the Co-Investment Warrant Shares, and any securities of the Company issued as a
dividend or other distribution with respect to or in exchange for or in replacement of such Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a
legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such
securities may be sold by the Investor without restriction; (d) such securities shall have ceased to be outstanding; or (e) the Commission makes a definitive determination to the Company
that the Registrable Securities are saleable under Rule 144(k). 


        "Registration Statement" means a registration statement filed by the Company with the Commission in compliance with the Securities Act for
a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or any successor forms, or any registration statement
covering only securities proposed to be issued in exchange for securities or assets of another entity). 


        "Release Date" means the respective dates on which the Founder Units, Sponsor Warrants and Co-Investment Units are disbursed
from escrow pursuant to Section 3 of that certain Securities Escrow Agreement, dated as of                        , 2008, by
and among the parties hereto and American Stock Transfer & Trust
Company. 



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        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time. 


        "Sponsor Warrant Shares" is defined in the recitals to this Agreement. 


        "Sponsor Warrants" is defined in the recitals to this Agreement. 


        "Underwriter" means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part
of such dealer's market-making activities. 




        2.    REGISTRATION RIGHTS.    



        2.1    Demand Registration.    



        2.1.1    Request for Registration.    At any time and from time to time beginning on or after the Release Date, the
holders of a Majority-in-interest of the Registrable Securities held by the Investors or the permitted transferees of the Investors, may make a written demand for registration
under the Securities Act of all or part of their Registrable Securities (a "Demand Registration"). Any demand for a Demand Registration shall specify
the number and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and
each holder of Registrable Securities who wishes to include all or a portion of such holder's Registrable Securities in the Demand Registration (each such holder including Registrable Securities in
such Demand Registration, a "Demanding Holder") shall so notify the Company within fifteen (15) days after the receipt by the holder of the
notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and
the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of
Registrable Securities. 


        2.1.2    Effective Registration.    A registration will not count as a Demand Registration until the Registration
Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that, if after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a
Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a
Majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second
Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated. 


        2.1.3    Underwritten Offering.    If a Majority-in-interest of the Demanding Holders so elect
and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder of Registrable Securities to include its Registrable Securities in such registration shall be conditioned upon such holder's
participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a
Majority-in-interest of the holders initiating the Demand Registration. 




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        2.1.4    Reduction of Offering.    If the managing Underwriter or Underwriters for a Demand Registration that is to be
an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to sell, taken together
with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock or other securities, if any, as to which registration has been requested
pursuant to written contractual piggy-back registration rights held by other securityholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of
securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum
dollar amount or maximum number of securities, as applicable, the "Maximum Number of Shares"), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities
which such Demanding Holder has requested be included in such registration, regardless of the number of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the
Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities that other securityholders desire to sell that can be sold without exceeding the Maximum Number
of Shares. 


        2.1.5    Withdrawal.    If a Majority-in-interest of the Demanding Holders disapprove of the
terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such Majority-in-interest of the Demanding Holders may elect to
withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Demand Registration. In such event, the Company need not seek effectiveness of such Registration Statement for the benefit of other Investors, unless otherwise
required to do so. If the Majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not
count as a Demand Registration provided for in Section 2.1.1. 




        2.2    Piggy-Back Registration.    



        2.2.1    Piggy-Back Rights.    If at any time on or after the Release Date the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into,
equity securities, by the Company for its own account or for securityholders of the Company for their accounts (or by the Company and by securityholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company's existing securityholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than 




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fifteen
(15) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and
the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a
"Piggy-Back Registration"). The Company shall cause such Registrable Securities to be included in such registration and shall use its best
efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to
be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or
Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. 



        2.2.2    Reduction of Offering.    If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock or other
securities which the Company desires to sell, taken together with shares of Common Stock or other securities, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the
shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other securityholders
of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: 



          (i)  If
the registration is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of
Common Stock and other securities, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights
of security holders (pro rata in accordance with the number of shares of Common Stock and other securities which each such person has actually
requested to be included in such registration, regardless of the number of shares of Common Stock and other securities with respect to which such persons have the right to request such inclusion) that
can be sold without exceeding the Maximum Number of Shares; and 


         (ii)  If
the registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual
arrangements with such persons, (A) first, the shares of Common Stock and other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of
Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), the Registrable Securities as to which registration has been requested under this Section 2.2 (pro rata in accordance with the number of shares of Registrable Securities 





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which
each such person has actually requested to be included in such registration, regardless of the number of shares of Common Stock and other securities with respect to which such persons have the
right to request such inclusion by such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the
shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other securityholders
desire to sell that can be sold without exceeding the Maximum Number of Shares. 




        2.2.3    Withdrawal.    Any holder of Registrable Securities may elect to withdraw such holder's request for inclusion
of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The
Company (whether on its own determination or as a result of the withdrawal by persons making a demand pursuant to written contractual obligations) may also elect to withdraw a registration statement
at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in Section 3.3. 




        2.3    Registrations on Form S-3.    The holders of Registrable Securities may at any time and from
time to time beginning on or after the Release Date, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar
short-form registration which may be available at such time ("Form S-3");  provided, however, that the
Company shall not be obligated to effect such request through an
underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as
practicable thereafter, effect the registration of all or such portion of such holder's or holders' Registrable Securities as are specified in such request, together with all or such portion of the
Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the
Company;  provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if
Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. 


        2.4    No Net Cash Settlement Value.    In no event will the holders of Registrable Securities be entitled to receive
a net cash settlement or other consideration in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock (or Common Stock underlying the Registrable Securities) is
registered pursuant to an effective Registration Statement. 




        3.    REGISTRATION PROCEDURES.    



        3.1    Filings; Information.    Whenever the Company is required to effect the registration of any Registrable
Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with any such request: 



        3.1.1    Filing Registration Statement.    The Company shall, as expeditiously as possible and in any event within
sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be 




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registered
thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the
period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty
(30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in
each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the
Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further,
however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in
respect of a Demand Registration hereunder. 


        3.1.2    Copies.    The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or
supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders' legal counsel, copies of such Registration Statement as
proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus
included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for
any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders. 


        3.1.3    Amendments and Supplements.    The Company shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance
with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any
such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn. 


        3.1.4    Notification.    After the filing of a Registration Statement, the Company shall promptly, and in no event
more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective;
(ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and
the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such
Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including 




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documents
incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of
all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the
Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall
reasonably object. 


        3.1.5    State Securities Laws Compliance.    The Company shall use its best efforts to (i) register or qualify
the Registrable Securities covered by the Registration Statement under such securities or "blue sky" laws of such jurisdictions in the United States as the holders of Registrable Securities included
in such Registration Statement (in light of their intended plan of distribution) may request, and (ii) take such action necessary to cause such Registrable Securities covered by the
Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities
in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1.5 or subject itself to taxation in any such jurisdiction. 



        3.1.6    Agreements for Disposition.    The Company shall enter into customary agreements (including, if applicable,
an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for
the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any
representations or warranties in the underwriting agreement except, if applicable, with respect to such holder's organization, good standing, authority, title to Registrable Securities, lack of
conflict of such sale with such holder's material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement. Holders of Registrable Securities shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are
customarily contained in agreements of that type. Further, such holders shall cooperate fully in the preparation of the registration statement and other documents relating to any offering in which
they include securities pursuant to Section 2 hereof; provided, however, that such cooperation shall be limited to furnishing to the Company such information regarding itself, the Registrable
Securities held by such holder and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities. 


        3.1.7    Cooperation.    The principal executive officer of the Company, the principal financial officer of the
Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and
participation in meetings with Underwriters, attorneys, accountants and potential investors. 




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        3.1.8    Records.    The Company shall make available for inspection by the holders of Registrable Securities included
in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder
of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be
necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any of them in
connection with such Registration Statement. 


        3.1.9    Opinions and Comfort Letters.    If a Registration Statement in respect of Registrable Securities includes an
underwritten public offering, the Company shall furnish or cause to be furnished such documents and certificates as may be reasonably requested by the participating holders and the managing
Underwriters, including customary opinions of counsel and "cold comfort" letters as may be reasonably required pursuant to the underwriting agreement relating thereto. In the event no legal opinion is
delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, a
letter of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect. 


        3.1.10    Earnings Statement.    The Company shall comply with all applicable rules and regulations of the Commission
and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months
after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 


        3.1.11    Listing.    The Company shall use its best efforts to cause all Registrable Securities included in any
registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the holders of a Majority-in-interest of the Registrable Securities included in such registration. 




        3.2    Obligation to Suspend Distribution.    Upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company's Board of Directors, of the ability of all "insiders" covered by such program to transact in the Company's
securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by
Section 3.1.4(iv) or the restriction on the ability of "insiders" to transact in the Company's securities is removed, as applicable, and, if so directed by the Company, each such holder
will deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of
such notice. 


        3.3    Registration Expenses.    The Company shall bear all costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to
Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including,
without limitation: (i) all 



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registration
and filing fees; (ii) fees and expenses of compliance with securities or "blue sky" laws (including fees and disbursements of counsel in connection with blue sky qualifications of
the Registrable Securities); (iii) printing expenses; (iv) the Company's internal expenses (including, without limitation, all salaries and expenses of its officers and employees);
(v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory
Authority, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the
expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by
the Company in connection with such registration; and (ix) the fees and expenses of one legal counsel selected by the holders of a Majority-in-interest of the
Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being
sold by the holders thereof, which underwriting discounts or selling commissions shall be borne solely by such holders. Additionally, in an underwritten offering, all selling securityholders and the
Company shall bear the expenses of the underwriter pro rata in proportion to the respective dollar amount of securities each is selling in such offering. 


        3.4    Information.    The holders of Registrable Securities shall provide such information as may reasonably be
requested by the Company or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company's obligation to comply with federal and applicable state securities
laws. 


        3.5    Holder Obligations.    No holder of Registrable Securities may participate in any underwritten offering
pursuant to this Section 3 unless such holder (i) agrees to sell only such holder's Registrable Securities on the basis reasonably provided in any underwriting agreement, and
(ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by or
under the terms of any underwriting agreement or as reasonably requested by the Company. 




        4.    INDEMNIFICATION AND CONTRIBUTION.    



        4.1    Indemnification by the Company.    The Company agrees to indemnify and hold harmless each Investor and each
other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an
Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an
"Investor Indemnified Party"), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out
of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or
arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such
registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with
investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,  however, that the Company will not be liable in
any such case to the extent that any such expense, 



10







 

loss,
claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary
prospectus, final prospectus or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling
holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, employees, affiliates, directors, partners, members, attorneys and
agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1. 


        4.2    Indemnification by Holders of Registrable Securities.    Each selling holder of Registrable Securities will, in
the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the
Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the
sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to
make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in
connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be
limited to the amount of any net proceeds actually received by such selling
holder in connection with the sale of the Registrable Securities by such selling holder pursuant to the Registration Statement containing such untrue statement or allegedly untrue statement. 


        4.3    Conduct of Indemnification Proceedings.    Promptly after receipt by any person of any notice of any loss,
claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the "Indemnified
Party") shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, promptly notify such other person (the
"Indemnifying Party") in writing of the loss, claim, judgment, damage, liability or action; provided,  however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which
the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that
it elects, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the
Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,  however, that
in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the
right to employ separate counsel (but no more than one such separate counsel) to 



11







 




represent
the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or
proceeding. 


        4.4    Contribution.    



        4.4.1   If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim,
damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with
the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any
Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties' relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified
Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal
or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of
Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually
received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 





        5.    OTHER COVENANTS.    



        5.1    Rule 144.    The Company covenants that it shall file any reports required to be filed by it under the
Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be
amended from time to time, or any similar Rule or regulation (but not Rule 144A) hereafter adopted by the Commission. 



12







 

        6.    MISCELLANEOUS.    



        6.1    Other Registration Rights.    The Company represents and warrants that no person, other than a holder of the
Registrable Securities, currently has any right to require the Company to register any shares of the Company's capital stock for sale or to include shares of the Company's capital stock in any
registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person. The Company shall not grant to any other person any right to
register his, her or its securities of the Company which are inconsistent with the rights granted hereunder. 


        6.2    Assignment; No Third Party Beneficiaries.    This Agreement and the rights, duties and obligations of the
Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be
freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder in accordance with applicable
law. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and the permitted assigns of the Investor or
holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not
party hereto other than as expressly set forth in Article 4 and this Section 6.2. 


        6.3    Notices.    All notices, demands, requests, consents, approvals or other communications (collectively,
"Notices") required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be sent by
certified or registered mail, by private national courier service (return receipt requested, postage prepaid), by personal delivery or by facsimile transmission. Such notice or communication shall be
deemed given (i) if mailed, two days after the date of mailing, (ii) if sent by national courier service, one business day after being sent, (iii) if delivered personally, when so
delivered, or (iv) if sent by facsimile transmission, on the second business day after such facsimile is transmitted, in each case as follows: 



If
to the Company: 


Third
Wave Acquisition Corp.

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attention: Chief Executive Officer

Fax: (203) 422-7700 


If
to an Investor, to the attention of the Investor at the address set forth opposite his, her or its respective name on the signature page hereto. 


In
each case, with a copy to: 


Skadden,
Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

Attention: Gregg A. Noel, Esq.

Fax: (213) 687-5600 




        6.4    Severability.    This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of 



13







 

this
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 


        6.5    Counterparts; Facsimile Signatures.    This Agreement may be executed in one or more counterparts, all of which
when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature
page were an original thereof. 


        6.6    Entire Agreement.    This Agreement (including all agreements entered into pursuant hereto and all certificates
and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the parties, whether oral or written. 


        6.7    Modifications and Amendments.    No amendment, modification or termination of this Agreement shall be binding
upon any party unless executed in writing by such party. 


        6.8    Titles and Headings.    Titles and headings of sections of this Agreement are for convenience only and shall
not affect the construction of any provision of this Agreement. 


        6.9    Waivers and Extensions.    Any party to this Agreement may waive any right, breach or default which such party
has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any
breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or
extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts. 


        6.10    Remedies Cumulative.    In the event that the Company fails to observe or perform any covenant or agreement to
be observed or performed under this Agreement, any Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any
other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be
mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at
law, in equity, by statute or otherwise. 


        6.11    Governing Law.    This Agreement shall be governed by, 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). The parties hereto agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall
be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and the parties hereto irrevocably 



14







 




submit
to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. 


        6.12    Waiver of Trial by Jury.    Each party hereby irrevocably and unconditionally waives the right to a trial by
jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of any Investor in the negotiation, administration, performance or enforcement hereof. 



[The
remainder of this page intentionally left blank. Signature pages to follow.] 


15








        IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. 



	 	 	THIRD WAVE ACQUISITION CORP.

a Delaware corporation
	

 	
 	

By:	

    

	 	 	 	Barry S. Sternlicht
 Chief Executive Officer
	

 	
 	

INVESTORS:
	

 	
 	

BSS THIRD WAVE INVESTORS LLC
	

 	
 	

By:	

    

	 	 	 	Name:
	 	 	 	Title:
	

 	
 	

Address:

591 West Putnam Avenue

Greenwich, Connecticut 06830
	

 	
 	

ARROW THIRD WAVE LLC
	

 	
 	

By:	

    

	 	 	 	Name:
	 	 	 	Title:
	

 	
 	

Address:

499 Park Avenue

New York, New York 10022
	

 	
 	

    
 Harald Ludwig
	

 	
 	

    
 Hamilton South
	

 	
 	

    
 Strauss Zelnick













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Exhibit 10.3


REGISTRATION RIGHTS AGREEMENT