exv10w22



 






Exhibit 10.22




MASTER SECURITY AGREEMENT

dated as of 12/31/03 (“Agreement”)




     THIS AGREEMENT is between General Electric Capital Corporation (together with its successors
and assigns, if any, “Secured Party”) and Thomas Weisel Partners Group LLC (“Debtor”). Secured
Party has an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105. Debtor is a limited
liability company organized and existing under the laws of the State of Delaware (the “State”).
Debtor’s mailing address and chief place of business is One Montgomery Street, Suite 3700, San
Francisco, CA 94104.



1. CREATION OF SECURITY INTEREST.




     Debtor grants to Secured Party, its successors and assigns, a security Interest in and against
all property listed on any collateral schedule now or in the future annexed to or made a part of
this Agreement (“Collateral Schedule”), and in and against all additions, attachments, accessories
and accessions to such property, all substitutions, replacements or exchanges therefor, and all
insurance and/or other proceeds thereof (all such property is individually and collectively called
the “Collateral”). This security interest is given to secure the payment and performance of all
debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing
or arising in the future, including but not limited to the payment and performance of certain
Promissory Notes from time to time identified on any Collateral Schedule (collectively “Notes” and
each a “Note”), and any renewals, extensions and modifications of such debts, obligations and
liabilities (such Notes, debts, obligations and liabilities are called the “Indebtedness”).



2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.




     Debtor represents, warrants and covenants as of the date of this Agreement and as of the date
of each Collateral Schedule that:



     (a) Debtor’s exact legal name is as set forth in the preamble of this Agreement and Debtor is,
and will remain, duly organized, existing and in good standing under the laws of the State set
forth in the preamble of this Agreement, has its chief executive offices at the location specified
in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction
wherever necessary to carry on its business and operations;



     (b) Debtor has adequate power and capacity to enter into, and to perform its obligations under
this Agreement, each Note and any other documents evidencing, or given in connection with, any of
the Indebtedness (all of the foregoing are called the “Debt Documents”);



     (c) This Agreement and the other Debt Documents have been duly authorized, executed and
delivered by Debtor and constitute legal, valid and binding agreements



 









 







enforceable in accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws;



     (d) No approval, consent or withholding of objections is required from any governmental
authority or instrumentality with respect to the entry into, or performance by Debtor of any of the
Debt Documents, except any already obtained;



     (e) The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any
of the organizational documents of Debtor or any judgment, order, law or regulation applicable to
Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor
is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor’s property
(except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust,
bank loan, credit agreement, or other agreement or instrument to which Debtor is a party;



     (f) There are no suits or proceedings, other than those listed on the attached Exhibit D,
pending in court or before any commission, board or other administrative agency against or
affecting Debtor which could, in the aggregate, have a material adverse effect on Debtor, its
business or operations, or its ability to perform its obligations under the Debt Documents, nor
does Debtor have reason to believe that any such suits or proceedings are threatened;



     (g) All financial statements delivered to Secured Party in connection with the Indebtedness
have been prepared in accordance with generally accepted accounting principles, and since the date
of the most recent financial statement, there has been no material adverse change in Debtor’s
financial condition;



     (h) The Collateral is not, and will not be, used by Debtor for personal, family or household
purposes;



     (i) The Collateral is, and will remain, in good condition and repair and Debtor will not be
negligent in its care and use;



     (j) Except as permitted by Section 3(c) of this Agreement, Debtor is, and will remain, the
sole and lawful owner, and in possession of, the Collateral, and has the sole right and lawful
authority to grant the security interest described in this Agreement;



     (k) The Collateral is, and will remain, free and clear of all liens, claims and encumbrances
of any kind whatsoever, except for (i) liens in favor of Secured Party, (ii) liens for taxes not
yet due or for taxes being contested in good faith and which do not involve, in the judgment of
Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii)
inchoate materialmen’s, mechanic’s, repairmen’s and similar liens arising by operation of law in
the normal course of business for amounts which are not delinquent (all of such liens are called
“Permitted Liens”); and



     (l) Debtor is and will remain in full compliance with all laws and regulations applicable to
it including, without limitation, (i) ensuring that no person who owns a controlling interest in or
otherwise controls Debtor is or shall be (Y) listed on the Specially Designated Nationals and
Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the
Treasury, and/or any other similar



 









 







lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or
(Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23,
2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance
with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA
compliance and on the prevention and detection of money laundering violations.



3. COLLATERAL.




     (a) Until the declaration of any default and except as permitted by Section 3(c) of this
Agreement, Debtor shall remain in possession of the Collateral; except that Secured Party shall
have the right to possess (i) any chattel paper or instrument that constitutes a part of the
Collateral, and (ii) any other Collateral in which Secured Party’s security interest may be
perfected only by possession. Secured Party may inspect any of the Collateral during normal
business hours after giving Debtor reasonable prior notice. If Secured Party asks, Debtor will
promptly notify Secured Party in writing of the location of any Collateral.



     (b) Debtor shall (i) use the Collateral only in its trade or business, (ii) maintain all of
the Collateral in good operating order and repair, normal wear and tear excepted, (iii) use and
maintain the Collateral only in compliance with manufacturer’s recommendations and all applicable
laws, and (iv) keep all of the Collateral free and clear of all liens, claims and encumbrances
(except for Permitted Liens).



     (c) Secured Party does not authorize and Debtor agrees it shall not (i) part with possession
of any item of the Collateral having a current value in excess of $50,000.00 or items of Collateral
having a cumulative value in excess of $1,000,000.00 on an annual basis without the prior written
consent of Secured Party (except to Secured Party or for maintenance and repair), (ii) remove any
of the Collateral from the continental United States, or (iii) sell any item of the Collateral
having a current value in excess of $50,000.00 or items of Collateral having a cumulative value in
excess of $1,000,000.00 on an annual basis without the prior written consent of Secured Party,
rent, lease, mortgage, license, grant a security interest in or otherwise transfer or encumber
(except for Permitted Liens) any of the Collateral.



     (d) Debtor shall pay promptly when due all taxes, license fees, assessments and public and
private charges levied or assessed on any of the Collateral, on its use, or on this Agreement or
any of the other Debt Documents. At its option, Secured Party may discharge taxes, liens, security
interests or other encumbrances at any time levied or placed on the Collateral and may pay for the
maintenance, insurance and preservation of the Collateral and effect compliance with the terms of
this Agreement or any of the other Debt Documents. Debtor agrees to reimburse Secured Party, on
demand, all costs and expenses incurred by Secured Party in connection with such payment or
performance and agrees that such reimbursement obligation shall constitute Indebtedness.



     (e) Debtor shall, at all times use its best efforts to keep accurate and complete records of
the Collateral, and Secured Party shall have the right to inspect and make copies of all of
Debtor’s books and records relating to the Collateral during normal business hours, after giving
Debtor reasonable prior notice.



 









 





     (f) Debtor agrees and acknowledges that any third person who may at any time possess all or
any portion of the Collateral shall be deemed to hold, and shall hold, the Collateral as the agent
of, and as pledge holder for, Secured Party. Secured Party may at any time give notice to any
third person described in the preceding sentence that such third person is holding the Collateral
as the agent of, and as pledge holder for, the Secured Party.



4. INSURANCE.




     (a) Debtor shall at all times bear the entire risk of any loss, theft, damage to, or
destruction of, any of the Collateral from any cause whatsoever.



     (b) Debtor agrees to keep the Collateral insured against loss or damage by fire and extended
coverage perils, theft, burglary, and for any or all Collateral which are vehicles, for risk of
loss by collision, and if requested by Secured Party, against such other risks as Secured Party may
reasonably require. The insurance coverage shall be in an amount no less than the full replacement
value of the Collateral, and deductible amounts, insurers and policies shall be acceptable to
Secured Party. Debtor shall deliver to Secured Party policies or certificates of insurance
evidencing such coverage. Each policy shall name Secured Party as a loss payee, shall provide for
coverage to Secured Party regardless of the breach by Debtor of any warranty or representation made
therein, shall not be subject to co-insurance, and shall provide that coverage may not be canceled
or altered by the insurer except upon thirty (30) days’ prior written notice to Secured Party.
Debtor appoints Secured Party as its attorney-in-fact to make proof of loss, claim for insurance
and adjustments with insurers, and to receive payment of and execute or endorse all documents,
checks or drafts in connection with insurance payments. Secured Party shall not act as Debtor’s
attorney-in-fact unless Debtor is in default. Proceeds of insurance shall be applied, at the
option of Secured Party, to repair or replace the Collateral or to reduce any of the Indebtedness.



5. REPORTS.




     (a) Debtor shall promptly notify Secured Party of (i) any change in the name of Debtor, (ii)
any change in the state of its incorporation or registration, (iii) any relocation of its chief
executive offices, (iv) any relocation of any of the Collateral, (v) any of the Collateral being
lost, stolen, missing, destroyed, materially damaged or worn out, or (vi) any lien, claim or
encumbrance other than Permitted Liens attaching to or being made against any of the Collateral.



     (b) Debtor will deliver to Secured Party Debtor’s complete financial statements, certified by
a recognized firm of certified public accountants, within ninety (90) days of the close of each
fiscal year of Debtor. If Secured Party requests, Debtor will deliver to Secured Party copies of
Debtor’s quarterly financial reports certified by Debtor’s chief financial officer, within
forty-five (45) days after the close of each of Debtor’s fiscal quarter. Debtor will deliver to
Secured Party copies of all Forms 10-K and 10-Q, if any, within 30 days after the dates on which
they are filed with the Securities and Exchange Commission.



 









 





6. FURTHER ASSURANCES.




     (a) Debtor shall, upon request of Secured Party, furnish to Secured Party such further
information, execute and deliver to Secured Party such documents and instruments (including,
without limitation, Uniform Commercial Code financing statements) and shall do such other acts and
things as Secured Party may at any time reasonably request relating to the perfection or protection
of the security interest created by this Agreement or for the purpose of carrying out the intent of
this Agreement. Without limiting the foregoing, Debtor shall cooperate and do all acts deemed
necessary or advisable by Secured Party to continue in Secured Party a perfected first security
interest in the Collateral, and shall obtain and furnish to Secured Party any subordinations,
releases, landlord waivers, lessor waivers, mortgagee waivers, or control agreements, and similar
documents as may be from time to time requested by, and in form and substance satisfactory to,
Secured Party.



     (b) Debtor authorizes Secured Party to file a financing statement and amendments thereto
describing the Collateral and containing any other information required by the applicable Uniform
Commercial Code. Debtor irrevocably grants to Secured Party the power to sign Debtor’s name and
generally to act on behalf of Debtor to execute and file applications for title, transfers of
title, financing statements, notices of lien and other documents pertaining to any or all of the
Collateral; this power is coupled with Secured Party’s interest in the Collateral. Debtor shall,
if any certificate of title be required or permitted by law for any of the Collateral, obtain and
promptly deliver to Secured Party such certificate showing the lien of this Agreement with respect
to the Collateral. Debtor ratifies its prior authorization for Secured Party to file financing
statements and amendments thereto describing the Collateral and containing any other information
required by the Uniform Commercial Code if filed prior to the date hereof.



     (c) Debtor shall indemnify and defend the Secured Party, its successors and assigns, and their
respective directors, officers and employees, from and against all claims, actions and suits
(including, without limitation, related attorneys’ fees) of any kind whatsoever arising, directly
or indirectly, in connection with any of the Collateral.



7. DEFAULT AND REMEDIES.




     (a) Debtor shall be in default under this Agreement and each of the other Debt Documents if:




     (i) Debtor breaches its obligation to pay when due any installment or other amount due
under any of the Debt Documents;




     (ii) Debtor, without the prior written consent of Secured Party, attempts to or does
sell, rent, lease, license, mortgage, grant a security interest in, or otherwise transfer
or encumber (except for Permitted Liens) any of the Collateral;




     (iii) Debtor breaches any of its insurance obligations under Section 4;



 









 






     (iv) Debtor breaches any of its other obligations under any of the Debt Documents and
fails to cure that breach within thirty (30) days after written notice from Secured Party;




     (v) Any warranty, representation or statement made by Debtor in any of the Debt
Documents or otherwise in connection with any of the Indebtedness shall be false or
misleading in any material respect;




     (vi) Any of the Collateral is subjected to attachment, execution, levy, seizure or
confiscation in any legal proceeding or otherwise, or if any legal or administrative
proceeding is commenced against Debtor or any of the Collateral, which in the good faith
judgment of Secured Party subjects any of the Collateral to a material risk of attachment,
execution, levy, seizure or confiscation and no bond is posted or protective order obtained
to negate such risk;




     (vii) Debtor breaches or is in default under any other agreement between Debtor and
Secured Party;




     (viii) Debtor or any guarantor or other obligor for any of the Indebtedness
(collectively “Guarantor”) dissolves, terminates its existence, becomes insolvent or ceases
to do business as a going concern;




     (ix) If Debtor or any Guarantor is a natural person, Debtor or any such Guarantor dies
or becomes incompetent;




     (x) A receiver is appointed for all or of any part of the property of Debtor or any
Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors;




     (xi) Debtor or any Guarantor files a petition under any bankruptcy, insolvency or
similar law, or any such petition is filed against Debtor or any Guarantor and is not
dismissed within forty-five (45) days;




     (xii) Debtor’s improper filing of an amendment or termination statement relating to a
filed financing statement describing the Collateral; or




     (xiii) Debtor is not in compliance with the financial covenants contained in the
Financial Covenants Addendum No. 1, or any amendment thereof, to this Agreement.



     (b) If Debtor is in default, the Secured Party, at its option, may declare any or all of the
Indebtedness to be immediately due and payable, without demand or notice to Debtor or any
Guarantor. The accelerated obligations and liabilities shall bear interest (both before and after
any judgment) until paid in full at the lower of fifteen percent (15%) per annum or the maximum
rate not prohibited by applicable law.



     (c) After default, Secured Party shall have all of the rights and remedies of a Secured Party
under the Uniform Commercial Code, and under any other applicable law. Without limiting the
foregoing, Secured Party shall have the right to (i) notify any account debtor of Debtor or any
obligor on any instrument which constitutes part of the Collateral to make payment to the Secured
Party, (ii) with or without legal process, enter



 









 







any premises where the Collateral may be and take possession of and remove the Collateral from
the premises or store it on the premises, (iii) sell the Collateral at public or private sale, in
whole or in part, and have the right to bid and purchase at said sale, or (iv) lease or otherwise
dispose of all or part of the Collateral, applying proceeds from such disposition to the
obligations then in default. If requested by Secured Party, Debtor shall promptly assemble the
Collateral and make it available to Secured Party at a place to be designated by Secured Party
which is reasonably convenient to both parties. Secured Party may also render any or all of the
Collateral unusable at the Debtor’s premises and may dispose of such Collateral on such premises
without liability for rent or costs. Any notice that Secured Party is required to give to Debtor
under the Uniform Commercial Code of the time and place of any public sale or the time after which
any private sale or other intended disposition of the Collateral is to be made shall be deemed to
constitute reasonable notice if such notice is given to the last known address of Debtor at least
five(5) days prior to such action.



     (d) Proceeds from any sale or lease or other disposition shall be applied: first, to all
costs of repossession, storage, and disposition including without limitation attorneys’,
appraisers’, and auctioneers’ fees; second, to discharge the obligations then in default; third, to
discharge any other Indebtedness of Debtor to Secured Party, whether as obligor, endorser,
guarantor, surety or Indemnitor; fourth, to expenses incurred in paying or settling liens and
claims against the Collateral; and lastly, to Debtor, if there exists any surplus. Debtor shall
remain fully liable for any deficiency.



     (e) Debtor agrees to pay all reasonable attorneys’ fees and other costs incurred by Secured
Party in connection with the enforcement, assertion, defense or preservation of Secured Party’s
rights and remedies under this Agreement, or if prohibited by law, such lesser sum as may be
permitted. Debtor further agrees that such fees and costs shall constitute Indebtedness.



     (f) Secured Party’s rights and remedies under this Agreement or otherwise arising are
cumulative and may be exercised singularly or concurrently. Neither the failure nor any delay on
the part of the Secured Party to exercise any right, power or privilege under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise of that or any other right, power or privilege. SECURED
PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER
AGREEMENT, INSTRUMENT OR PAPER SIGNED BY DEBTOR UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND
SIGNED BY SECURED PARTY. A waiver on any one occasion shall not be construed as a bar to or waiver
of any right or remedy on any future occasion.



     (g) DEBTOR AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS,
ANY OF THE INDEBTEDNESS SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO
THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS
BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL DISPUTES THAT



 









 







MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS
OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



8. MISCELLANEOUS.




     (a) This Agreement, any Note and/or any of the other Debt Documents may be assigned, in whole
or in part, by Secured Party without notice to Debtor, and Debtor agrees not to assert against any
such assignee, or assignee’s assigns, any defense, set-off, recoupment claim or counterclaim which
Debtor has or may at any time have against Secured Party for any reason whatsoever. Debtor agrees
that if Debtor receives written notice of an assignment from Secured Party, Debtor will pay all
amounts payable under any assigned Debt Documents to such assignee or as instructed by Secured
Party. Debtor also agrees to confirm in writing receipt of the notice of assignment as may be
reasonably requested by Secured Party or assignee.



     (b) All notices to be given in connection with this Agreement shall be in writing, shall be
addressed to the parties at their respective addresses set forth in this Agreement (unless and
until a different address may be specified in a written notice to the other party), and shall be
deemed given (i) on the date of receipt if delivered in hand or by facsimile transmission, (ii) on
the next business day after being sent by express mail, and (iii) on the fourth business day after
being sent by regular, registered or certified mail. As used herein, the term “business day” shall
mean and include any day other than Saturdays, Sundays, or other days on which commercial banks in
New York, New York are required or authorized to be closed.



     (c) Secured Party may correct patent errors and fill in all blanks in this Agreement or in any
Collateral Schedule consistent with the agreement of the parties.



     (d) Time is of the essence of this Agreement. This Agreement shall be binding, jointly and
severally, upon all parties described as the “Debtor” and their respective heirs, executors,
representatives, successors and assigns, and shall inure to the benefit of Secured Party, its
successors and assigns.



     (e) This Agreement and its Collateral Schedules constitute the entire agreement between the
parties with respect to the subject matter of this Agreement and supersede all prior understandings
(whether written, verbal or implied) with respect to such subject matter. THIS AGREEMENT AND ITS
COLLATERAL SCHEDULES SHALL NOT BE CHANGED OR TERMINATED ORALLY OR BY COURSE OF CONDUCT, BUT ONLY BY
A WRITING SIGNED BY BOTH PARTIES. Section headings contained in this Agreement have been included
for convenience only, and shall not affect the construction or interpretation of this Agreement.



     (f) This Agreement shall continue in full force and effect until all of the Indebtedness has
been indefeasibly paid in full to Secured Party or its assignee. The



 









 







surrender, upon payment or otherwise, of any Note or any of the other documents evidencing any
of the Indebtedness shall not affect the right of Secured Party to retain the Collateral for such
other Indebtedness as may then exist or as it may be reasonably contemplated will exist in the
future. This Agreement shall automatically be reinstated if Secured Party is ever required to
return or restore the payment of all or any portion of the Indebtedness (all as though such payment
had never been made).



     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CONNECTICUT
(WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL.



     IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly
executed this Agreement in one or more counterparts, each of which shall be deemed to be an
original, as of the day and year first aforesaid.



	 	 	 	 	 	 	 	 	 	 	 	 
	SECURED PARTY:	 	DEBTOR:	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	General Electric Capital Corporation	 	Thomas Weisel Partners Group LLC	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Cheryle Supranovich	 	By:	 	/s/ Robert West	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Cheryle L. Supranovich
	 	 	 	Name:
	 	Robert West	 
	 

	 	Title:
	 	Sr. Risk Analyst
	 	 	 	Title:
	 	Chief Financial Officer	 







 









 








AMENDMENT




     THIS AMENDMENT is made as of the 30th day of November, 2005, between General Electric Capital
Corporation as Secured Party, and Thomas Weisel Partners Group LLC and Thomas Weisel Partners
Group, Inc. (each of the aforementioned parties shall hereinafter be collectively referred to as
“Debtor”). This Amendment is made in connection with the Promissory Note dated l2/31/2003 to the
Master Security Agreement Dated 12/31/03, along with any and all related annexes or ancillary
documentation executed between the above said parties hereinafter referred to as the (“Agreement”).
The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth
therein. The Agreement is hereby amended as follows:



The first paragraph currently reads:





THIS AGREEMENT is between General Electric Capital Corporation
(together with its successors and assigns, if any, “Secured
Party”) and Thomas Weisel Partners Group LLC (“Debtor”). Secured
Party has an office at 44 Old Ridgebury Road, Danbury, CT
06810-5105. Debtor is a limited liability company organized and
existing under the laws of the state of Delaware (the “State”).
Debtor’s mailing address and chief place of business is One
Montgomery Street, Suite 3700, San Francisco, CA 94104.



The first paragraph is hereby amended to read:





THIS AGREEMENT is between General Electric Capital Corporation
(together with its successors and assigns, if any, “Secured
Party”) and Thomas Weisel Partners Group LLC, a limited liability
company organized and existing under the laws of the state of
Delaware (the “State”), with its mailing address and chief place
of business at One Montgomery Street, Suite 3700, San Francisco,
CA 94104 and Thomas Weisel Partners Group, Inc., a corporation
organized and existing under the laws of the state of Delaware
(the “State”), with its mailing address and chief place of
business at One Montgomery Street, San Francisco, CA 94104 (each
of the aforementioned parties shall hereinafter be collectively
referred to as “Debtor”).



 









 





     TERMS USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE
AGREEMENT. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment by signature of their
respective authorized representative set forth below.



	 	 	 	 	 	 	 	 	 	 	 	 
	General Electric Capital Corporation	 	Thomas Weisel Partners Group LLC	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	  /s/ Richard Lamy	 	By:	 	  /s/ Robert West	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Lamy
	 	 	 	Name:
	 	Robert West	 
	 

	 	Title:
	 	Operations Manager
	 	 	 	Title:
	 	Chief Financial Officer	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Thomas Weisel Partners Group, Inc.	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	  /s/ Robert West	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Robert West	 
	 

	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer	 






 









 






FINANCIAL COVENANTS

ADDENDUM NO. 1

To Master Security Agreement

dated as of 12/31/03




     This Addendum, dated 12/31/03 (the “Addendum”), amends and supplements the above referenced
Master Security Agreement (the “Agreement”) between General Electric Capital Corporation (“Secured
Party”) and Thomas Weisel Partners Group LLC (“Debtor”). The terms hereof are hereby incorporated
into the Agreement as though fully set forth therein. Capitalized terms used herein and not
defined shall have the meanings assigned to them in the Agreement.



The Agreement is hereby amended by adding the following:




FINANCIAL COVENANTS



(a) Debtor shall, at all times during the term of the Agreement, comply with the following. All
terms used below not elsewhere defined shall be determined in accordance with Generally Accepted
Accounting Principals (“GAAP”):





	 	1.	 	Debtor shall not incur a net after-tax loss in excess of $10,000,000.00 for
any fiscal quarter nor incur a cumulative net after-tax loss in excess of
$10,000,000.00 for any fiscal year-end period.
	 
	 	2.	 	Debtor shall maintain a Tangible Net Worth at all times of not less than
$105,000,000.00. “Tangible Net Worth” shall mean, at any time, the aggregate members’
equity, less all intangible assets of Debtor, including, without limitation,
organization costs, securities issuance costs, unamortized debt discount and expense,
goodwill, excess of purchase costs over net assets acquired, patents, trademarks,
trade names, copyrights, trade secrets, know-how, licenses, franchises, capitalized
research and development expenses, amounts owing from officers and/or affiliates and
any amount reflected as treasury stock plus any equity items reclassified as
debt on the balance sheet due to the adoption of SFAS No 150.
	 
	 	3.	 	Debtor shall cause Thomas Weisel Partners LLC (“TWP”) to maintain, at all
times, a Liquidity of not less than $20,000,000. For purposes hereof, TWP’s Liquidity
shall equal the sum of its subordinated indebtedness, long-term indebtedness and
equity, less the sum of its non-current assets and goodwill.
	 
	 	4.	 	Debtor shall not allow or permit, at any time, TWP’s Tentative Net Capital to
be less than $20,000,000. TWP’s Tentative Net Capital shall be defined as “Net
Capital before haircuts on securities positions” listed as “8” of the Computation of
Net Capital section on the Securities and Exchange Commission Focus Report.




 









 










(b) COMPLIANCE REPORTS. Debtor’s chief financial officer shall certify that Debtor is in
compliance with the requirements of subsection (a) above. Such notification and certification
shall be provided within ninety (90) days after the end of each fiscal year and within forty (45)
days after the end of each fiscal quarter (the “Compliance Dates”), reflecting such information as
of the end of such fiscal year end or fiscal quarter. If Debtor fails timely to provide such
notification and compliance certificates, within fifteen (15) days after the Compliance Dates, such
failure shall automatically be deemed a default under the Agreement without notice or other act by
GECC. The reports required under this section are in addition to and not a substitute for the
reports required under the REPORTS Section of the Agreement.



(c) FOCUS REPORTS. Debtor shall provide within five (5) days of Thomas Weisel Partners LLC filing
with any securities exchange or other entity, a copy of its Securities and Exchange Commission
Focus Report (Part 11). The reports required under this section are in addition to and not a
substitute for the reports required under the REPORTS Section of the Agreement.




     Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in
full force and effect. This Addendum is not binding or effective with respect to the Agreement
until executed on behalf of Secured Party and Debtor by authorized representatives of Secured Party
and Debtor.



     IN WITNESS WHEREOF, Secured Party and Debtor have caused this Addendum to be executed by their
duly authorized representatives as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 
	SECURED PARTY:	 	DEBTOR:	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	General Electric Capital Corporation	 	Thomas Weisel Partners Group LLC	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	  /s/ Cheryle Supranovich	 	By:	 	  /s/ Robert West	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Cheryle L. Supranovich
	 	 	 	Name:
	 	Robert West	 
	 

	 	Title:
	 	Sr. Risk Analyst
	 	 	 	Title:
	 	Chief Financial Officer	 







 









 








FINANCIAL COVENANTS

ADDENDUM NO. 2

To Master Security Agreement

dated as of December 31, 2003

and amended as of November 30, 2005




     THIS ADDENDUM (“Addendum”) replaces in its entirety, Addendum No. 1 to the Master Security
Agreement dated as of December 31, 2003 and amended as of November 30, 2005 (the “Agreement”)
between General Electric Capital Corporation (“GECC”) and Thomas Weisel Partners Group LLC and
Thomas Weisel Partners Group, Inc. (each of the aforementioned parties shall hereinafter be
collectively referred to as “Debtor”). The terms hereof are hereby incorporated into the Agreement
as though fully set forth therein. Capitalized terms used herein and not defined shall have the
meanings assigned to them in the Agreement.



The Agreement is hereby amended by adding the following:




FINANCIAL COVENANTS



(a) Debtor shall, at all times during the term of the Agreement, comply with the following. All
terms used below not elsewhere defined shall be determined in accordance with Generally Accepted
Accounting Principals (“GAAP”):





	 	1.	 	Debtor shall not incur a net after-tax loss in excess of $10,000,000.00 for
any fiscal quarter nor incur a cumulative net after-tax loss in excess of
$10,000,000.00 for any fiscal year end period.
	 
	 	2.	 	Debtor shall maintain a minimum Tangible Net Worth at all times of not less
than $95,000,000.00, provided, that such minimum Tangible Net Worth may be revised in
Secured Party’s sole discretion, upon Secured Party’s receipt of written notice of a
proposed initial public offering of securities issued by Debtor (the “Initial Public
Offering”), such revised minimum Tangible Net Worth to be mutually agreeable to both
Debtor and Secured Party. Such written notice shall be delivered by Debtor to Secured
Party at least thirty (30) days prior to the completion of the Initial Public
Offering, and shall be accompanied by Debtor’s most recent and available pro forma
financial statements on such date. “Tangible Net Worth” shall mean, at any time, the
aggregate members’ equity, less all intangible assets of Debtor, including,
without limitation, organization costs, securities issuance costs, unamortized debt
discount and expense, goodwill, excess of purchase costs over net assets acquired,
patents, trademarks, trade names, copyrights, trade secrets, know-how, licenses,
franchises, capitalized research and development expenses, amounts owing from officers
and/or affiliates and any amount reflected as treasury stock plus any equity
items reclassified as debt on the balance sheet due to the adoption of SFAS No. 150.




 









 






	 	3.	 	Debtor shall cause Thomas Weisel Partners LLC (“TWP”) to maintain, at all
times, a Liquidity of not less than $20,000,000. For purposes hereof, TWP’s Liquidity
shall equal the sum of its subordinated indebtedness, long-term indebtedness and
equity, less the sum of its non-current assets and goodwill.
	 
	 	4.	 	Debtor shall not allow or permit, at any time, TWP’s Tentative Net Capital to
be less than $20,000,000. TWP’s Tentative Net Capital shall be defined as “Net
Capital before haircuts on securities positions” listed as “8” of the Computation of
Net Capital section on the Securities and Exchange Commission Focus Report.




(b) COMPLIANCE REPORTS. Debtor’s chief financial officer shall certify that Debtor is in
compliance with the requirements of subsection (a) above. Such notification and certification
shall be provided within ninety (90) days after the end of each fiscal year and within forty (45)
days after the end of each fiscal quarter (the Compliance Dates), reflecting such information as of
the end of such fiscal year end or fiscal quarter. If Debtor fails timely to provide such
notification and compliance certificates, within fifteen (15) days after the Compliance Dates, such
failure shall automatically be deemed a default under the Agreement without notice or other act by
GECC. The reports required under this section are in addition to and not a substitute for the
reports required under the REPORTS Section of the Agreement.



(c) FOCUS REPORTS. Debtor shall provide within five (5) days of Thomas Weisel Partners LLC filing
with any securities exchange or other entity, a copy of its Securities and Exchange Commission
Focus Report (Part 11). The reports required under this section are in addition to and not a
substitute for the reports required under the REPORTS Section of the Agreement.




     Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in
full force and effect. This Addendum is not binding or effective with respect to the Agreement
until executed on behalf of Secured Party and Debtor by authorized representatives of Secured Party
and Debtor.



 









 





     IN WITNESS WHEREOF, Secured Party and Debtor have caused this Addendum to be executed by their
duly authorized representatives as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 
	SECURED PARTY:	 	DEBTORS:	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	General Electric Capital Corporation	 	Thomas Weisel Partners Group LLC	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	  /s/ Richard Lamy	 	By:	 	  /s/ Robert West	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Lamy
	 	 	 	Name:
	 	Robert West	 
	 

	 	Title:
	 	Operations Manager
	 	 	 	Title:
	 	Chief Financial Officer	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Thomas Weisel Partners Group, Inc.	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	   /s/ Robert West	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Robert West	 
	 

	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer