##### 



Exhibit 10.2
 THERMA-WAVE, INC.
PURCHASE AGREEMENT
 Agreement Company Exhibit A Purchasers Purchaser
 RECITALS
 Unit Units Preferred Stock Common Stock Warrant Securities
  1. AGREEMENT TO PURCHASE AND SELL STOCK .
 Authorization
 Agreement to Purchase and Sell Securities Exhibit A Per Unit Price
 Use of Proceeds
 2. CLOSING . Closing




---



##### 



Certificates Exhibit
A Exhibit A Closing
Date
 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . Disclosure Letter
 Organization Good Standing and Qualification Stockholder Agreement Registration Rights Agreement Operative
Documents Material Adverse
Effect
 Capitalization
 -2-
        Due Authorization
 Valid Issuance of Stock
 Valid Issuance
 Compliance with Securities Laws Securities Act
 Governmental Consents -3-
       Nasdaq
 Non-Contravention
 Litigation Action
 Compliance with Law and Charter Documents
 SEC Documents
 Reports SEC
 -4-




---



##### 



SEC Documents Material Contracts
 Financial Statements GAAP
 Sarbanes-Oxley
 Absence of Certain Changes
 Registration Rights
 -5-




---



##### 



Taxes
 General Solicitation
 S-3 Eligibility
 Intellectual Property Intellectual Property
 Internal Accounting Controls
 No Undisclosed Liabilities
 Related Party Transactions
 -6-




---



##### 



4. REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE PURCHASER
 Organization Good Standing and Qualification
 Authorization
 Litigation
 Purchase for Own Account
 Investment Experience
 Accredited Purchaser Status
 Reliance Upon Purchasers Representations -7-
        Receipt of Information
 Restricted Securities
 No Affiliation
 Legends
   -8-




---



##### 



provided
 HSR Compliance
 HSR Act
  5. COMPANY COVENANTS
 Reporting for Income Tax Code
 Covenant Regarding Dividends
 Covenant Regarding Stock Issuance -9-
        6. PURCHASER COVENANT REGARDING SHORT SALE.
 Short Sale Restrictions Change of Control
 7. CONDITIONS TO THE PURCHASERS OBLIGATIONS AT CLOSING
 Representations and Warranties True
 Performance
 Compliance Certificate
 Securities Exemptions
 Opinion of Company Counsel Exhibit B
 -10-




---



##### 



No Suspension of Trading or Listing of Common Stock
 Good Standing Certificates
 Secretarys Certificate
 No Statute or Rule Challenging Transaction
 Closing
 Other Actions
 8. CONDITIONS TO THE COMPANYS OBLIGATIONS AT CLOSING .
 Representations and Warranties True
 Performance
 Securities Exemptions
 Payment of Purchase Price
 -11-




---



##### 



Other Actions
 9. MISCELLANEOUS .
 Successors and Assigns
 Governing Law
 Counterparts
 Headings
 Notices
 Amendments and Waivers -12-
        Severability
 Entire Agreement
 Further Assurances
 Meaning of Include and Including
 Fees, Costs and Expenses
 Survival
 No Third Party Rights
 Remedies -13-
        [The balance of this page is intentionally left blank.]
 -14-




---



##### 



THERMA-WAVE, INC.By: /s/ Boris LipkinName: Boris LipkinTitle: Chief Executive OfficerBy: /s/ Joseph PassarelloName: Joseph PassarelloTitle: Chief Financial Officer and Secretary
  [SIGNATURE
PAGE TO COMMON STOCK PURCHASE AGREEMENT]




---



##### 



Agreement
 Number of Units:North Run Master Fund, LPBy: North Run GP, LP, its General PartnerBy: North Run Advisors, LLC, its General PartnerBy:Thomas B. Ellis, MemberBy:Todd B. Hammer, MemberAddress: One International Place, Suite 2401Boston, MA 02110
 [SIGNATURE
PAGE TO COMMON STOCK PURCHASE AGREEMENT]




---



##### 



Agreement
 Number of Units: 4,200Deephaven Relative Value Equity Trading Ltd.By:
    /s/ Colin SmithName:  Colin SmithTitle:
    CEOAddress:

    130 Cheshire Parkway, Suite 102Minnetonka, MN 55305
 [SIGNATURE
PAGE TO COMMON STOCK PURCHASE AGREEMENT]




---



##### 



Agreement
 Number of Units: 1,000Deephaven Long Short Equity Trading Ltd.By:

    /s/ Colin SmithName: Colin SmithTitle: CEOAddress:
    130 Cheshire Parkway, Suite 102Minnetonka, MN 55305
 [SIGNATURE
PAGE TO COMMON STOCK PURCHASE AGREEMENT]




---



##### 



Exhibit A
  Shares ofSeries BNumber
    
    Convertible
    
    Number ofName of Purchaser
    
    of Units
    
    Preferred Stock
    
    WarrantsNorth Run
Master Fund, LP
One International Place, Suite 2401
Boston, MA 02110
    
    
    5,200
    
    
    
    5,200
    
    
    
    780,000Deephaven Relative Value Equity Trading Ltd.
130 Cheshire Parkway, Suite 102
Minnetonka, MN 55305
    
    
    4,200
    
    
    
    4,200
    
    
    
    630,000Deephaven Long Short Equity Trading Ltd.
130 Cheshire Parkway, Suite 102
Minnetonka, MN 55305
    
    
    1,000
    
    
    
    1,000
    
    
    
    150,000TOTAL
    
    

10,400
    
    
    
    10,400
    
    
    
    1,560,000




---



##### 



Exhibit B