exv10w27



 







EXHIBIT 10.27




June 23, 2005




Mr. Thomas Weisel

Thomas Weisel Partners Group LLC

One Montgomery Tower

120 Kearney Street, 37th Floor

San Francisco, CA 94104




Dear Thom:




     The purpose of this letter is to set forth certain understandings between Thomas Weisel
Partners Group LLC (“TWP”) and California Public Employees’ Retirement Fund (“CalPERS”) with
respect to TWP’s proposed initial public offering (the “IPO”) and the restructuring of CalPERS’
securities that will be required for the IPO to proceed. The restructuring contemplated by TWP
would include the conversion of all shares of TWP into shares of common stock of a new corporate
entity. TWP desires to obtain certain commitments from CalPERS and other members of TWP for the
purpose of facilitating its efforts to complete the restructuring and move forward with the
proposed IPO. To allow discussions and negotiations on the restructuring to take place, TWP and
CalPERS are willing to enter into this letter agreement.



     All capitalized terms used but not otherwise defined herein have the meanings set forth in
TWP’s Amended and Restated Limited Liability Agreement dated November 21, 2001 (the “LLC
Agreement”).



     1. Limited Suspension of Put Rights. The parties acknowledge that CalPERS is currently
entitled to certain rights to require TWP to redeem CalPERS’ Class D Redeemable Convertible Shares
under subsections (a) and (c) of Section 11.4 of the LLC Agreement (the “Put Rights”). Subject to
the terms and conditions set forth herein, CalPERS agrees not to exercise its Put Rights for a
period commencing on the date this letter is executed by TWP (the “Effective Date”) and ending on
the Suspension Expiration Date, defined as the earliest to occur of: (i) August 31, 2005, (ii) the
receipt or delivery by TWP or any Nomura Parties of any notice of termination of the Alliance
Agreement; (iii) the exercise of any redemption or put rights under the LLC Agreement by TWP or any
Shareholders of TWP; (iv) notice by TWP to CalPERS that TWP has abandoned the IPO or CalPERS
reasonably determines that the IPO has been abandoned; and (v) the occurrence of any Bankruptcy
Event with respect to TWP or any dissolution of TWP. TWP shall notify CalPERS as soon as
practicable after it comes aware of any of the events described in clauses (ii) through (v) above.



     2. Extension of Put Rights. CalPERS’ Put Rights under subsection (a) of Section 11.4 will
expire on the date that is 18 months following CalPERS receipt of TWP’s audited annual financial
statements for the 2003 calendar year, which the parties agree is October 25, 2005 (the “Current
Put End Date”). Following the Suspension Expiration Date, notwithstanding the LLC Agreement
(including, without limitation, the provisions of Section 11.4), CalPERS
shall be entitled to require TWP to redeem CalPERS’ Class D Redeemable Convertible Shares on the
terms specified in subsection (a) of Section 11.4 of the LLC



- 1 -









 











Agreement for a period from the Current Put End Date plus that number of days from the Effective
Date through and including the Suspension Expiration Date.




     3. Legal and Consulting Costs. TWP will reimburse CalPERS for its reasonable legal and
consulting fees and expenses incurred commencing from the Effective Date in relation to the
negotiation of the transactions contemplated hereby, such fees and expenses not to exceed $100,000.



     4. Right to Review. TWP will not use CalPERS name in any news release or any other
document with respect to the IPO (including any filing or distribution in connection with the
proposed IPO) or in any roadshow or other presentation to potential investors without the prior
written consent of CalPERS. TWP shall refer to CalPERS as an investor in TWP and shall not use
terms such as “partner,” “supporter” or similar terms to characterize CalPERS’ relationship with
TWP.



     This letter agreement will be governed by the laws of the State of California, without regard
to the conflicts of law provision thereof. This letter agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken together constitute
one and the same instrument. Please sign, date and return to me by facsimile a copy of this letter
to confirm the mutual understandings and agreements as set forth herein. This letter agreement
expires if not countersigned and delivered to CalPERS on or before 5:00 p.m. on June 24, 2005.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	Very truly yours,	 	 
	 

	 	 	 	 	 	 	 	/s/ Leon Shahinian	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Leon Shahinian	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Acknowledged and agreed to:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Thomas Weisel Partners Group LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
	 	Thomas Weisel	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Thomas Weisel	 	 	 	 	 	 
	Title: Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: June 23, 2005