exhibit10-3.htm


    Exhibit
10.3

    


    REVOLVING NOTE AND CASH
SUBORDINATION AGREEMENT

    


    THIS
AGREEMENT is entered into this 30th day of April 2009, between National
Financial Services LLC (the “Lender”) and Thomas Weisel Partners LLC, (the
“Organization”).

    


    WHEREAS,
the Lender is willing to make Advances  (each, an “Advance,”
collectively, the “Advances”) to the Organization from time to time through the
30th day of April 2011, (“Scheduled Maturity Date”), as reflected on the
Revolving Note (Exhibit A).

    


    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:

    


    
      	
               
      

            	
              1.

            	
              GENERAL

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Lender agrees that from time to time between this 30th
      day of April 2009 and 30th day of April 2010 (the “Credit Period”) it will
      lend to the Organization sums which, in the aggregate principal amount
      outstanding at any one time, shall not exceed $25,000,000.00 (the
      “Credit”).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              During
      the Credit Period, the Organization  may utilize the Credit (as
      then in effect) by borrowing, prepaying outstanding Advances, in whole or
      in part, and reborrowing, all in accordance with the terms and provisions
      hereof. Each Advance shall be in the aggregate amount of $ 100,000.00 or
      integral multiples thereof. The Organization is obligated to repay the
      aggregate unpaid principal amount of all Advances on or before the
      Scheduled Maturity Date.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      obligation of the Organization to repay the aggregate unpaid principal
      amount of the Advances shall be evidenced by a promissory note of the
      Organization  (the “Revolving Note”) in substantially the form
      attached hereto as Exhibit A, with the blanks appropriately completed,
      payable to the order of the Lender, for amounts not exceeding in the
      aggregate the Credit and bearing interest at rates to be agreed upon by
      the Organization and the Lender at the time of any Advance.  The
      Revolving Note shall be dated, and shall be delivered to the Lender, on
      the date of the execution and delivery of this agreement by the
      Organization.  The Lender shall, and is hereby authorized by the
      Organization to, endorse on the schedule contained on the Revolving Note,
      or on a continuation of such schedule attached thereto and made a part
      thereof, appropriate notations regarding each Advance evidenced by the
      Revolving Note as specifically provided therein;  provided,
      however, that the failure to make, or error in making, any such notation
      shall not limit or otherwise affect the obligations of the Organization
      hereunder or under the Revolving
Note.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Whenever
      the Organization desires to utilize the Credit, it shall so notify the
      Lender by telephone specifying the amount of the Advance and the date on
      which each such Advance is to be made.  Notice will also be
      given by telephone, confirmed in writing, to the New York Stock Exchange,
      Inc. (the “Exchange”). Such notice shall be substantially in the form of
      Exhibit B attached hereto and shall specify (i) the date of the
      proposed Advance (the “Borrowing Date”), (ii) the aggregate amount of
      outstanding Advances and (iii) if the Advance is to be used to repay, in
      whole or in part, outstanding Advances, the amount and maturity of such
      Advance.

            


    

    


    
      	
               
      

            	
              2.

            	
              SUSPENDED
      REPAYMENT

            


    

    


    The
Organization’s obligation to pay the principal amount hereof on the Scheduled
Maturity Date or any accelerated maturity date shall be suspended and the
obligation shall not mature for any period of time during which after giving
effect to such payment (together with (a) the payment of any other obligation of
the Organization payable at or prior to the payment hereof and (b) the return of
any Secured Demand Note and the Collateral therefor held by the Organization and
returnable at or prior to the payment hereof).

     

    
      	
               
      

            	
              (i)

            	
              in
      the event that the Organization is not operating pursuant to the
      alternative net capital requirement provided for in paragraph (a)(1)(ii)
      of Rule 15c3-1 (the “Rule”) under the Securities Exchange Act of 1934, as
      amended (the “Act”), the aggregate indebtedness of the Organization would
      exceed 1200 percent of its net capital as those terms are defined in the
      Rule or any successor rule as in effect at the time payment is to be made,
      or such other percent as may be made applicable to the Organization at the
      time of such payment by the Exchange or the Securities and Exchange
      Commission (the “SEC”), or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the event that the Organization is operating pursuant to such alternative
      net capital requirement, the net capital of the Organization would be less
      than 5 percent (or such other percent as may be made applicable to the
      Organization at the time of such payment by the Exchange or the SEC) of
      aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3
      under the Act or any successor rule as in effect at such time,
      or

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the event that the Organization is registered as a futures commission
      merchant under the Commodity Exchange Act (the “CEA”), the net capital of
      the Organization (as defined in the CEA or the regulations thereunder as
      in effect at the time of such payment) would be less than 120 percent, or
      such other percentum as may be made applicable to the Organization at the
      time of such payment by the Commodity Futures Trading Commission (the
      “CFTC”), of the Organization’s risk-based capital requirement calculated
      in accordance with CFTC regulations in effect at the time of such payment,
      or the Organization’s net capital would be less than the minimum capital
      requirement as defined by the DSRO,
or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      Organization’s net capital, as defined in the Rule or any successor rule
      as in effect at the time of such payment, would be less than 120 percent
      (or such other percent as may be made applicable to the Organization at
      the time of such payment by the Exchange or the SEC) of the minimum dollar
      amount required by the Rule as in effect at such time (or such other
      dollar amount as may be made applicable to the Organization at the time of
      such payment by the Exchange or the SEC),
or

            


    

    


    
      	
               
      

            	
              (v)

            	
              in
      the event that the Organization is registered as a futures commission
      merchant under the CEA, its net capital, as defined in the CEA or the
      regulations thereunder as in effect at the time of such payment, would be
      less than 120 percent (or such other percent as may be made applicable to
      the Organization at the time of such payment by the CFTC) of the minimum
      dollar amount required by the CEA or the regulations thereunder as in
      effect at such time (or such other dollar amount as may be made applicable
      to the Organization at the time of such payment by the CFTC),
      or

            


    

    


    
      	
               
      

            	
              (vi)

            	
              in
      the event that the Organization is subject to the provisions of Paragraph
      (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Organization
      would be less than the amount required to satisfy the 1000 percent test
      (or such other percentum test as may be made applicable to the
      Organization at the time of such payment by the Exchange or the SEC)
      stated in such applicable
paragraph,

            


    

     

     (the
net capital necessary to enable the Organization to avoid such suspension of its
obligation to pay the principal amount hereof being hereinafter referred to as
the “Applicable Minimum Capital”) and during any such suspension the
Organization shall, as promptly as consistent with the protection of its
customers, reduce its business to a condition whereby the principal amount
hereof with accrued interest thereon could be paid (together with (a) the
payment of any other obligation of the Organization payable at or prior to the
payment hereof and (b) the return of any Secured Demand Note and the Collateral
therefor held by the Organization and returnable at or prior to the payment
hereof) without the Organization’s net capital being below the Applicable
Minimum Capital, at which time the Organization shall repay the principal amount
hereof plus accrued interest thereon on not less than five days’ prior written
notice to the Exchange.  The aggregate principal amount outstanding
pursuant to this Agreement shall mature on the first day at which under this
paragraph the Organization has an obligation to pay the principal amount
hereof.  If pursuant to the terms hereof the Organization’s obligation
to pay the principal amount hereof is suspended and does not mature, the
Organization agrees (and the Lender recognizes) that if its obligation to pay
the principal amount hereof is ever suspended for a period of six months or
more, it will promptly take whatever steps are necessary to effect a rapid and
orderly complete liquidation of its business.  If payment is made of
all or any part of the principal hereof on the Scheduled Maturity Date or any
accelerated maturity date and if immediately after any such payment the
Organization’s net capital is less than the Applicable Minimum Capital, the
Lender agrees irrevocably (whether or not such Lender had any knowledge or
notice of such fact at the time of any such payment) to repay to the
Organization, its successors or assigns, the sum so paid, to be held by the
Organization pursuant to the provisions hereof as if such payment had never been
made; provided, however, that any suit for the recovery of any such payment must
be commenced within two years of the date of such payment.

    


    3.           SUBORDINATION OF
OBLIGATIONS

    


    The
Lender irrevocably agrees that the obligations of the Organization under this
Agreement with respect to the payment of principal and interest are and shall be
fully and irrevocably subordinate in right of payment and subject to the prior
payment or provision for payment in full of all claims of all other present and
future creditors of the Organization whose claims are not similarly subordinated
(claims hereunder shall rank pari passu with claims similarly subordinated) and
to claims which are now or hereafter expressly stated in the instruments
creating such claims to be senior in right of payment to the claims of the class
of this claim arising out of any matter occurring prior to the date on which the
Organization’s obligation to make such payment matures consistent with the
provisions hereof.  In the event of the appointment of a receiver or
trustee of the Organization or in the event of its insolvency, liquidation
pursuant to the Securities Investor Protection Act of 1970 (“SIPA”) or
otherwise, its bankruptcy, assignment for the benefit of creditors,
reorganization whether or not pursuant to bankruptcy laws, or any other
marshalling of the assets and liabilities of the Organization, the holder hereof
shall not be entitled to participate or share, ratably or otherwise, in the
distribution of the assets of the Organization until all claims of all other
present and future creditors of the Organization, whose claims are senior
hereto, have been fully satisfied, or adequate provision has been made
therefor.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              4.

            	
              PERMISSIVE PREPAYMENT
      AUTHORIZATION WITHIN ONE
YEAR

            


    

    


    
      	
              a.  

            	
              With
      the prior written approval of the Exchange, the Organization may at its
      option, pay all or any portion of the principal amount hereof to the
      Lender prior to the Scheduled Maturity Date (such payment being
      hereinafter referred to as “Prepayment”) at any time prior to one year
      following the date of any Advance.  No Prepayment shall be made,
      however, if:

            


    

    


    
      	
               
      

            	
              (i)

            	
              after
      giving effect thereto (and to all other payments of principal of
      outstanding subordination agreements of the Organization, including the
      return of any Secured Demand Note and the Collateral therefor
      held  by  the  Organization,  the  maturity  or  accelerated
      maturity of which are scheduled to occur within six months after the date
      such Prepayment is to occur pursuant to the provisions of this paragraph,
      or on or prior to the Scheduled Maturity Date for payment of the principal
      amount hereof disregarding this Paragraph, whichever date is earlier)
      without reference to any projected profit or loss of the Organization,
      either aggregate indebtedness of the Organization would exceed 900 percent
      of its net capital or its net capital would be less than 200 percent of
      the minimum dollar amount required by 17CFR 240.15c3-1 or, in the case of
      an Organization operating pursuant to paragraph (a)(1)(ii) of 17CFR
      240.15c3-1, its net capital would be less than 6 percent of the aggregate
      debit items computed in accordance with 17CFR 240.15c3-3a or if registered
      as a futures commission merchant, 125 percent (or such other percentage as
      may be made applicable to the Company at the time of payment by the CFTC)
      of the risk-based capital requirements for futures commission merchants as
      set forth in regulations of the CFTC adopted under the CEA, or its net
      capital would be less than 200 percent of the minimum dollar amount
      required by paragraph  (a)(1)(ii) or the Organization’s net
      capital would be less than the minimum capital requirement as defined by
      the DSRO, or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              pre-tax
      losses during the latest three-month period equaled more than 15 percent
      of current excess net capital.

            


    

    


    Any
Advance shall not be considered equity for purposes of subsection (d) of the
Rule, despite the length of the initial term of said Advance.

    


    If
Prepayment is made of all or any part of the principal hereof prior to the
Scheduled Maturity Date and if the Organization’s net capital is less than the
amount required to permit such Prepayment pursuant to the foregoing provisions
of this paragraph, the Lender agrees irrevocably (whether or not such Lender had
any knowledge or notice of such fact at the time of such Prepayment) to repay
the Organization, its successors or assigns, the sum so paid to be held by the
Organization pursuant to the provisions hereof as if such prepayment had never
been made; provided, however, that any suit for the recovery of any such
Prepayment must be commenced within two years of the date of such
Prepayment.

    


    
      	
               
      

            	
              PERMISSIVE PREPAYMENT
      AUTHORIZATION AFTER ONE YEAR

            


    

    


    
      	
              b.  

            	
              With
      the prior written approval of the Exchange, the Organization may,
      at  its option, make Prepayment of all or any portion of the
      principal amount hereof to the Lender prior the Scheduled Maturity Date at
      any time subsequent to one year following the date of any
      Advance.  No Prepayment shall be made, however, if after giving
      effect thereto (and to all other payments of principal of outstanding
      subordination agreements of the Organization, including the return of any
      Secured Demand Note and the Collateral therefor held by the Organization,
      the maturity or accelerated maturity of which are scheduled to occur
      within six months after the date such Prepayment is to occur pursuant to
      the provisions of this paragraph, or on or prior to the Scheduled Maturity
      Date for payment of the principal amount hereof disregarding this
      paragraph, whichever date is earlier) without reference to any projected
      profit or loss of the Organization.

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      the event that the Organization is not operating pursuant to the
      alternative net capital requirement provided for in paragraph (a)(1)(ii)
      of the Rule, the aggregate indebtedness of the Organization would exceed
      1000 percent of its net capital as those terms are defined in the Rule or
      any successor rule as in effect at the time such Prepayment is to be made
      (or such other percent as may be made applicable at such time to the
      Organization by the Exchange or the SEC),
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the event that the Organization is operating pursuant to such alternative
      net capital requirement, the net capital of the
      Organization  would be less than 5 percent (or such other
      percent as may be made applicable to the Organization at the time of such
      Prepayment by the Exchange or the SEC) of aggregate debit items computed
      in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor
      rule as in effect at such time, or

            


    

     

    
      	
               
      

            	
               (iii)

            	
              in
      the event that the Organization is registered as a futures commission
      merchant under the CEA, the net capital of the Organization (as defined in
      the CEA or the regulations thereunder as in effect at the time of such
      Prepayment) would be less than 120 percent (or such other percent as may
      be made applicable to the Organization at the time of such Prepayment by
      the CFTC) of the Organization’s risk-based capital requirement calculated
      in accordance with CFTC regulations in effect at the time of such
      Prepayment, or the Organization’s net capital would be less than the
      minimum capital requirement as defined by the DSRO,
  or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      Organization’s net capital, as defined in the Rule or any successor rule
      as in effect at the time of such Prepayment, would be less than 120
      percent (or such other percent as may be made applicable to the
      Organization at the time of such Prepayment by the Exchange or the SEC) of
      the minimum dollar amount required by the Rule as in effect at such time
      (or such other dollar amount as may be made applicable to the Organization
      at the time of such Prepayment by the Exchange or the SEC),
    or

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (v)

            	
              in
      the event that the Organization is registered as a futures commission
      merchant under the CEA, its net capital, as defined in the CEA or the
      regulations thereunder as in effect at the time of such Prepayment would
      be less than 120 percent (or such other percent as may be made applicable
      to the Organization at the time of such Prepayment by the CFTC) of the
      minimum dollar amount required by the CEA or the regulations thereunder as
      in effect at such time or such other dollar amount as may be made
      applicable to the Organization at the time of such Prepayment by the CFTC,
      or

            


    

     

     

    
      	
               
      

            	
              (vi)

            	
              in
      the event that the Organization is subject to the provisions of paragraph
      (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Organization
      would be less than the amount required to satisfy the 1000 percent test
      (or such other percent test as may be made applicable to the Organization
      at the time of such Prepayment by the Exchange or the SEC) stated in such
      applicable paragraph.

            


    

    


    If
Prepayment is made of all or any part of the principal hereof prior to the
Scheduled Maturity Date and if the Organization’s net capital is less than the
amount required to permit such Prepayment pursuant to the foregoing provisions
of this Paragraph, the Lender agrees irrevocably (whether or not such Lender had
any knowledge or notice of such fact at the time of such Prepayment) to repay
the Organization, its successors or assigns, the sum so paid to be held by the
Organization pursuant to the provisions hereof as if such Prepayment had never
been made; provided, however, that any suit for the recovery of any such
Prepayment must be commenced within two years of the date of such
Prepayment.

     

    5.           ACCELERATION IN EVENT OF
INSOLVENCY

    


    The
Organization’s obligation to pay the unpaid principal amount hereof shall
forthwith mature, together with interest accrued thereon, in the event of any
receivership, insolvency, liquidation pursuant to SIPA or otherwise, bankruptcy,
assignment for the benefit of creditors, reorganization whether or not pursuant
to bankruptcy laws, or any other marshalling of the assets and liabilities of
the Organization; but payment of the same shall remain subordinate as
hereinabove set forth.

    


    
      	
               
      

            	
              6.

            	
              EFFECT OF
      DEFAULT

            


    

    


    Default
in any payment hereunder, including the payment of interest, shall not
accelerate the maturity hereof except as herein specifically provided, and the
obligation to make payment shall remain subordinated as herein above set
forth.

    


    
      	
               
      

            	
              7.

            	
              NOTICE OF MATURITY OR
      ACCELERATED MATURITY

            


    

    


    The
Organization shall immediately notify the Examining Authority for such broker or
dealer, if, after giving effect to all Payments of Payment Obligations (as that
term is defined in (a)(2)(iv) of Appendix D of the Rule) under subordination
agreements then outstanding that are then due or mature within the following six
months without reference to any projected profit or loss of the broker or dealer
either the aggregate indebtedness of the broker or dealer would exceed 1200
percent of its net capital or its net capital would be less than 120 percent of
the minimum dollar amount required by the Rule, or, in the case of a broker or
dealer operating pursuant to paragraph (a)(1)(ii) of the Rule, its net capital
would be less than 5 percent of aggregate debit items computed in accordance
with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effect
at such time, or, if registered as a futures commission merchant, the net
Capital of the Organization would be less than 120 percent (or such other
percentage as may be made applicable to the Organization at the time of payment
by the CFTC) of the risk-based capital requirement for futures commission
merchants calculated in accordance with CFTC regulations as from time to time in
effect, or the minimum net capital requirement as defined by the DSRO, if
greater, or less than 120 percent of the minimum dollar amount required by
paragraphs (a)(1)(ii) of the Rule.

    


    
      	
               
      

            	
              8.

            	
              NON-LIABILITY OF
      EXCHANGE

            


    

     

    The
Lender irrevocably agrees that the loan evidenced hereby is not being made in
reliance upon the standing of the Organization as a member organization of the
Exchange or upon the Exchange’s surveillance of the Organization’s financial
position or its compliance with the Constitution, Rules and practices of the
Exchange.  The Lender has made such investigation of the Organization
and its partners, officers, directors and stockholders as the Lender deems
necessary and appropriate under the circumstances.  The Lender is not
relying upon the Exchange to provide any information concerning or relating to
the Organization and agrees that the Exchange has no responsibility to disclose
to the Lender any information concerning or relating to the Organization which
it may now, or at any future time, have.  The Lender agrees that
neither the Exchange, its Special Trust Fund, nor any director, officer, trustee
nor employee of the Exchange or said Trust Fund shall be liable to the Lender
with respect  to this agreement or the repayment of the loan evidenced
hereby or of any interest thereon.

    


    
      	
               
      

            	
              9.

            	
              STATUS OF
      PROCEEDS

            


    

    


    The
proceeds hereof shall be dealt with in all respects as capital of the
Organization, shall be subject to the risks of its business, and may be
deposited in an account or accounts in the Organization’s name in any bank or
trust company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              10.

            	
              FUTURES COMMISSION
      MERCHANTS

            


    

    


    If the
Organization is a futures commission merchant, as that term is defined in the
CEA, the Organization agrees, consistent with the requirements of Section
1.17(h) of the regulations of the CFTC (17 CFR 1.17(h)), that:

    


    
      	
               
      

            	
              (i)

            	
              whenever
      prior written notice by the Organization to the Exchange is required
      pursuant to the provisions of this agreement, the same prior written
      notice shall be given by the Organization to (i) the CFTC at its principal
      office in Washington, DC, Attention Chief Accountant of Division of
      Trading and Markets, and/or (ii) the commodity exchange of which the
      Organization is a member and which is then designated by the CFTC as the
      Organization’s designated self-regulatory organization (the “DSRO”),
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              whenever
      prior written consent, permission or approval of the Exchange is required
      pursuant to the provisions of this agreement, the Organization shall also
      obtain the prior written consent, permission or approval of the CFTC
      and/or of the DSRO, and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              whenever
      the Organization receives written notice of acceleration of maturity
      pursuant to the provisions of this agreement, the Organization shall
      promptly give written notice thereof to the CFTC at the address stated
      and/or to the DSRO.

            


    

     

    
      	
               
      

            	
              11.

            	
              DEFINITION OF
      ORGANIZATION

            


    

     

    The term
“Organization” as used in this agreement shall include the Organization, its
heirs, executors, administrators, successors and assigns.

    


    
      	
               
      

            	
              12.

            	
              EFFECT OF EXCHANGE
      MEMBERSHIP TERMINATION

            


    

    


    Upon
termination of the Organization as a member organization of the Exchange, the
references herein to the Exchange shall be deemed to refer to the Examining
Authority.  The term “Examining Authority” shall refer to the
regulatory body having responsibility for inspecting or examining the
Organization for compliance with financial responsibility requirements under
Section 9(c) of SIPA and Section 17(d) of the Act.

     

    
      	
               
      

            	
              13.

            	
              UPON WHOM
      BINDING

            


    

    


    The
provision of this agreement shall be binding upon the Lender, his or its heirs,
executors, administrators, successors and assigns and upon the
Organization.

    


    
      	
               
      

            	
              14.

            	
              ARBITRATION

            


    

    


    Any
controversy arising out of or relating to this agreement shall be submitted to
and settled by arbitration pursuant to the Constitution and Rules of the
Exchange.  The Organization and the Lender shall be conclusively bound
by such arbitration.

    


    
      	
               
      

            	
              15.

            	
              EFFECTIVE
      DATE

            


    

     

    This
agreement shall be effective from the date on which it is approved by the
Exchange and shall not be modified or amended without the prior written approval
of the Exchange.

    


    
      	
               
      

            	
              16.

            	
              ENTIRE
      AGREEMENT

            


    

     

    This
instrument embodies the entire agreement between the Organization and the Lender
and no other evidence of such agreement has been or will be executed
without  the prior written consent of the Exchange.

    


    
      	
               
      

            	
              17.

            	
              GOVERNING
      LAW

            


    

     

    This
agreement shall be deemed to have been made under, and shall be governed by, the
laws of the State of New York in all respects.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              18.

            	
              CANCELLATION

            


    

     

    This
agreement shall not be subject to cancellation by either party, unless the New
York Stock Exchange agrees in writing to such cancellation 30 days in
advance.

    


    
      	
               
      

            	
              19.

            	
              NO RIGHT OF
      SET-OFF

            


    

     

    The
Lender agrees that it is not taking and will not take or assert as security for
the payment of the note any security interest in or lien upon, whether created
by contract, statute or otherwise, any property of the Organization or any
property in which the Organization may have an interest, which is or at any time
may be in the possession or subject to the control of the Lender.  The
Lender hereby waives, and further agrees that it will not seek to obtain payment
of the Revolving Note in whole or in any part by exercising any right of set-off
it may assert or possess whether created by contract, statute or
otherwise.  Any agreement between the Organization and the Lender
(whether in the nature of a general loan and collateral agreement, a security or
pledge agreement or otherwise) shall be deemed amended hereby to the extent
necessary so as not to be inconsistent with the provision of this
paragraph.

     

    


     

    


     

    IN
WITNESS HEREOF the parties hereto have set their hands and seals this 30th day of
April, 2009.

     

    


    


    By: /s/ Shaugn
Stanley                                                                By:/s/ Thomas
Lux

    


    Name:
Shaugn
Stanley                                                                    Name:
Thomas Lux

    Title:
Chief Financial
Officer                                                           Title:
Chief Financial Officer

     Thomas
Weisel Partners
LLC                                                        National
Financial Services LLC

                     (Organization)                                                                  (Lender)


    
      
        
          


          February
1, 2005 © New York Stock Exchange, Inc. 17600

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    


    REVOLVING
NOTE

    


    For value
received, Thomas Weisel Partners LLC the (“Organization”) hereby promises to pay
on the 30th day of
April 2011 (the “Scheduled Maturity Date”), to the order of  National
Financial Services LLC (the "Lender"), the aggregate unpaid principal amount of
all Advances made by the Lender to the Organization under the terms of a
Revolving Note And Cash Subordination Agreement between the Organization and the
Lender, dated the 30th day
of  April 2009, as amended (the "Agreement"), as shown on the attached
schedule.  Such sum shall not exceed $25,000,000.

    


    The
undersigned also promises to pay interest on the unpaid principal amount of each
Advance hereunder from the date of each such Advance until maturity (whether by
acceleration or otherwise) and, after maturity, until paid, at the rate per
annum agreed upon by the Organization and the Lender at the time of any Advance,
said interest to be payable upon the maturity of the Advance.  This
Note shall be subject to the Agreement, and all principal and interest payable
hereunder shall be due and payable in accordance with the terms of the
Agreement.

    


    Principal
and interest payments shall be in money of the United States of America, lawful
at such times for the satisfaction of public and private debts, and shall be in
immediately available funds in New York City.

    


    The
Organization promises to pay costs of collection, including reasonable
attorney's fees, if default is made in the payment of this Note.

    


    The terms
and provisions of this Note shall be governed by the applicable laws of the
State of New York.

    


    IN
WITNESS HEREOF the undersigned has cause this Note to be executed by its
representative thereunto duly authorized.

    


    


    By:  /s/ Shaugn
Stanley

    


    Name: Shaugn
Stanley

    


    Title: Chief Financial
Officer

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE

    


    Advances/Payments
and Interest of Account Referred to

    in the
Revolving Note

    
      


    

    


    Commitment
Amount $ ______________________

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Date
      of Advance

                                	
                                  Amount
      Advanced

                                	
                                  Interest
      Rate

                                	
                                  Date
      of Re-Payment

                                	
                                  Principal
      Amount Re-Paid

                                	
                                  Date
      of Interest Paid

                                	
                                  Amount
      of Interest Paid

                                	
                                  Outstanding
      Amount after Transaction

                                	
                                  Signature

                                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


     NEW YORK

    Member
Firm
Regulation                                                                                                                                                        STOCK EXCHANGE,
INC.

    


    


    


    


    


    


    Please Note the
Following

    


    Instructions For Completing
the RCSA

    


    


    


    
      	
              1.  

            	
              The
      Lender must be a “Qualified Lender” as that term is defined in NYSE
      Interpretation Memo 01-04.

            


    

    


    
      	
              2.  

            	
              The
      last day of the Credit Period must be at least one year prior to the
      Scheduled Maturity Date.

            


    

    


    


    
      	
              3.  

            	
              Exhibit
      B has intentionally been omitted.  It should be designed by the
      parties to the agreement.  However, we do require that a copy of
      the notice be sent to: Documents Coordinator, New York Stock Exchange,
      Inc., 20 Broad Street, New York, NY
10005.

            


    

    


    
      	
              4.  

            	
              If
      you wish to add any additional provisions, please include them in the form
      of riders or additional numbered items.  Any retyped form may
      require more than 10 days for review and
  approval.

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    17600


    
      
        
          


          February
1, 2005 © New York Stock Exchange, Inc. 17600