exv4w7






Exhibit 4.7






 

 






[DEBT] [PREFERRED STOCK] [COMMON STOCK]

[UNIT]

WARRANT AGREEMENT




dated as of                           ,          




between




THOMAS WEISEL PARTNERS GROUP, INC.




and




[NAME OF WARRANT AGENT], as Warrant Agent




 






[Debt] [Preferred Stock] [Common Stock]

[Unit]

Warrants




 

 








 









 












TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	PARTIES
	 	 	1	 
	 
	 	 	 	 
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I

	 
	 	 	 	 
	ISSUANCE OF WARRANTS AND FORM, EXECUTION, DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.01. Issuance of Warrants
	 	 	2	 
	SECTION 1.02. Form, Execution and Delivery of Warrant Certificates
	 	 	2	 
	SECTION 1.03. Transfer of Warrants
	 	 	3	 
	SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant Certificates
	 	 	5	 
	SECTION 1.05. Cancellation of Warrant Certificates
	 	 	5	 
	SECTION 1.06. Treatment of Holders and Beneficial Owners of Warrant Certificates
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS
	 	 	6	 
	 
	 	 	 	 
	SECTION 2.01. Exercise Price
	 	 	6	 
	SECTION 2.02. Duration of Warrants
	 	 	6	 
	SECTION 2.03. Exercise of Warrants
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS AND BENEFICIAL OWNERS OF WARRANTS
	 	 	10	 
	 
	 	 	 	 
	SECTION 3.01. No Rights as Holders of Warrant Securities Conferred by Warrants or Warrant
Certificates
	 	 	10	 
	SECTION 3.02. Holder and Beneficial Owner of Warrant May Enforce Rights
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	CONCERNING THE WARRANT AGENT
	 	 	10	 
	 
	 	 	 	 
	SECTION 4.01. Warrant Agent
	 	 	10	 
	SECTION 4.02. Limitations on Warrant Agent’s Obligations
	 	 	10	 
	SECTION 4.03. Compliance With Applicable Laws
	 	 	12	 
	SECTION 4.04. Resignation and Appointment of Successor
	 	 	12	 






 









 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	MISCELLANEOUS
	 	 	13	 
	 
	 	 	 	 
	SECTION 5.01. Amendments
	 	 	13	 
	SECTION 5.02. Merger, Consolidation, Sale, Transfer or Conveyance
	 	 	14	 
	SECTION 5.03. Notices and Demands to the Company and Warrant Agent
	 	 	15	 
	SECTION 5.04. Addresses
	 	 	15	 
	SECTION 5.05. GOVERNING LAW
	 	 	15	 
	SECTION 5.06. Delivery of Prospectus
	 	 	15	 
	SECTION 5.07. Obtaining of Governmental Approvals
	 	 	15	 
	SECTION 5.08. Payment of Taxes
	 	 	16	 
	SECTION 5.09. Benefits of Warrant Agreement
	 	 	16	 
	SECTION 5.10. Headings
	 	 	16	 
	SECTION 5.11. Severability
	 	 	16	 
	SECTION 5.12. Counterparts
	 	 	16	 
	SECTION 5.13. Inspection of Agreement
	 	 	16	 






EXHIBITS





	EXHIBIT A.	 	Form of Warrant Certificate






-ii-











 





[DEBT] [PREFERRED STOCK] [COMMON STOCK]

[UNIT]

WARRANT AGREEMENT




     [DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARE] [UNIT] WARRANT AGREEMENT, dated as
of                 •,       (as modified, amended or supplemented, this “Agreement”), between
Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), and [NAME OF
WARRANT AGENT], a                     , as Warrant Agent (the “Warrant Agent”).



WITNESSETH:



     [If offer consists of Debt Securities with Warrants AND/OR Warrants to Purchase Debt
Securities: WHEREAS, the Company will enter into a Senior Debt Indenture, dated as of                 •,      
 (the “Senior Indenture”), and a Subordinated Debt Indenture, dated as of                 •,      
 (the “Subordinated Indenture”, and together with the Senior Indenture, the
“Indentures”), between the Company and The
Bank of New York  Mellon Trust Company, N.A., as trustee, providing for the issuance from
time to time of its unsecured senior debentures and unsecured subordinated debentures, notes or
other evidences of indebtedness, (together with the securities issuable under the Senior Indenture,
the “Debt Securities”) to be issued in one or more series as provided in each Indenture;
and]



     [If Securities and Warrants are to be offered together: WHEREAS, the Company proposes to sell
[title of Securities being Offered] (the “Offered Securities”) together with warrants
(each, a “Warrant”) representing the right to purchase [title of Securities purchasable
upon exercise of Warrants] [If Warrants for Units are to be offered: each consisting of [titles of
securities underlying a Unit]] (the “Warrant Securities” [If Warrants for Units are to be
offered: which term shall also refer, as appropriate, to such [titles of securities underlying a
Unit]), such warrant certificates and other warrant certificates issued pursuant to this Agreement
being herein called the “Warrant Certificates”; and]



     [If offer consists of Warrants alone: WHEREAS, the Company proposes to sell warrant
certificates evidencing one or more warrants (each, a “Warrant”) representing the right to
purchase [title of Securities purchasable upon exercise of Warrants] [If Warrants for Units are to
be offered: each consisting of shares [title of securities underlying a Unit]] (the “Warrant
Securities” [If Warrants for Units are to be offered: which term shall also refer, as
appropriate, to such [title of securities represented by the Units), such warrant certificates and
other warrant certificates issued pursuant to this Agreement being herein called the “Warrant
Certificates”; and]



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange, exercise
and cancellation of the Warrants, and the Company wishes to set forth in this Agreement, among
other things, the provisions of the Warrants, the form



 









 







of the Warrant Certificates evidencing the Warrants and the terms and conditions upon which
the Warrants may be issued, transferred, exchanged, exercised and canceled;



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



ARTICLE I




ISSUANCE OF WARRANTS AND FORM, EXECUTION,

DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES




          SECTION 1.01. Issuance of Warrants. Each Warrant shall represent the right, subject
to the provisions contained herein and therein, to purchase [               ] Warrant Securities [in the
aggregate principal amount of $               ] at the Exercise Price set forth in Section 2.01. [If
Securities and Warrants are to be offered together: Warrants shall be issued in units with the
Offered Securities [If Warrants are not immediately detachable: and shall not be separately
transferable [Unless Warrants are not detachable: before                ,       (the “Detachment
Date”)]].] [If Warrants are to be offered separately: Warrants shall be issued as a separate
security and shall be transferable from and after the date of issuance.] [If Warrants are to be
offered in Book-Entry form: [All] [A portion] of the Warrants shall initially be represented by one
or more global certificates (each, a “Global Warrant Certificate”).] [If Securities and
Warrants are to be offered together and in definitive form: Each Warrant Certificate included in
such a unit shall evidence [                ] Warrants for each [$                     principal amount of] [               ]
Offered Securities included in such unit.] [If Warrants are to be offered separately and in
definitive form: Each Warrant Certificate shall evidence [               ] Warrants.]




          SECTION 1.02. Form, Execution and Delivery of Warrant Certificates. (a) One or more
Warrant Certificates evidencing Warrants to purchase not more than [               ] [$                in aggregate
principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may
be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter.




     (b) Each Warrant Certificate, whenever issued, shall be in registered form substantially in
the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement. Each Global Warrant
Certificate shall bear such legend or legends as may be required by the Depository in order for it
to accept the Warrants for its book-entry settlement system. Each Warrant Certificate shall be
printed, lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise
reproduced in any other manner as may be approved by the officers executing the same (such
execution to be conclusive evidence of such approval) and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed, lithographed or
engraved thereon as the officers of the Company executing the same may
approve (such execution to be conclusive evidence of such approval) and as are not



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inconsistent with the provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto, or with any regulation of any stock exchange on
which the Warrants [If Securities and Warrants are to be offered together: , the Offered
Securities] or the Warrant Securities may be listed, or to conform to usage. Each Warrant
Certificate shall be signed on behalf of the Company by its Chairman of the Board, President or any
Executive or Senior Vice President. The signature of any such officer on any Warrant Certificate
may be manual or facsimile. Each Warrant Certificate, when so signed on behalf of the Company,
shall be delivered to the Warrant Agent together with an order for the countersignature and
delivery of such Warrants.



     (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf
of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or
upon the order of the Company. Each Warrant Certificate shall be dated the date of its
countersignature.



     (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid
or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such
Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that such Warrant Certificate has been duly issued under the terms of this
Agreement.



     (e) If any officer of the Company who has signed any Warrant Certificate either manually or by
facsimile signature shall cease to be such officer before such Warrant Certificate shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificate nevertheless may be
countersigned and delivered as though the person who signed such Warrant Certificate had not ceased
to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall
be the proper officers of the Company as specified in this Section 1.02, regardless of whether at
the date of the execution of this Agreement any such person was such officer.



     (f) The Holders shall, except as stated below with respect to Warrants evidenced by a Global
Warrant Certificate, be entitled to receive Warrants in physical, certificated form.



     (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one
or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of
additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one
or more new Global Warrant Certificates duly executed on behalf of the Company as provided in
Section 1.02. The Warrant Agent shall authenticate each new Global Warrant Certificate as provided
in Section 1.02 and shall deliver each new Global Warrant Certificate to the Depository. The
Warrant Agent shall cancel each Global Warrant Certificate delivered to it by the Depository in
exchange therefor, if any.



          SECTION 1.03. Transfer of Warrants. (a) [All] [A portion] of the Warrants shall
initially be represented by one or more Global Warrant Certificates




-3-









 







deposited with [the Depository
Trust Company] (the “Depository”) and registered in the name of [Cede & Co.], a nominee of
the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold
each Global Warrant Certificate as custodian for Depository. Except as provided for in Section
1.03(b) hereof, no person acquiring Warrants traded on any securities exchange with book-entry
settlement through the Depository shall receive or be entitled to receive physical delivery of
definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the
Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depository or its nominee for each Global Warrant Certificate, or (ii)
institutions that have accounts with the Depository (such institution, with respect to a Warrant in
its account, a “Participant”).




     (b) If the Depository subsequently ceases to make its book-entry settlement system available
for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions to the Depository to deliver to the Warrant Agent for cancellation each Global
Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository
definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive Warrant
Certificates shall be in the form annexed hereto as Exhibit A with appropriate insertions,
modifications and omissions, as provided above.



     [If Securities and Warrants are to be offered together: (c) [If Warrants are not immediately
detachable: Prior to the Detachment Date,] Warrants may be transferred or exchanged only together
with the Offered Security to which such Warrant is attached, and only for the purpose of effecting,
or in conjunction with, a transfer or exchange of such Offered Security. Furthermore, [If Warrants
are not immediately detachable: on or prior to the Detachment Date,] each transfer of an Offered
Security on the register relating to such Offered Securities shall operate also to transfer the
Warrants to which such Offered Security was initially attached. [If Warrants are not immediately
detachable: From and after the Detachment Date, the above provisions shall be of no further force
and effect.]



     (d) A Warrant Certificate may be transferred at the option of the Holder thereof upon
surrender of such Warrant Certificate at the corporate trust office of the Warrant Agent, properly
endorsed or accompanied by appropriate instruments of transfer and written instructions for
transfer, all in form satisfactory to the Company and the Warrant Agent; provided, however, that
except as otherwise provided herein or in any Global Warrant Certificate, each Global Warrant
Certificate may be transferred only in whole and only to the Depository, to another nominee of the
Depository, to a successor depository, or to a nominee of a successor depository. Upon any such
registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and
deliver, as provided in Section 1.02, in the name of the designated transferee a new
Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the
aggregate a like number of unexercised Warrants.



-4-









 





     (e) [If Warrants are not immediately detachable: After the Detachment Date,] Upon surrender at
the corporate office of the Warrant Agent, properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for such exchange, all in form satisfactory to the
Company and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more
Warrant Certificates in any other authorized denominations; provided that such new Warrant
Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so
surrendered. Upon any such surrender for exchange, the Company shall execute, and the Warrant Agent
shall countersign and deliver, as provided in Section 1.02, in the name of the Holder of such
Warrant Certificates, the new Warrant Certificates.



     (f) The Warrant Agent shall keep, at its corporate trust office, books in which, subject to
such reasonable regulations as it may prescribe, it shall register Warrant Certificates in
accordance with Section 1.02 and transfers, exchanges, exercises and cancellations of outstanding
Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in
accordance with this Section 1.03, an authorized officer of the Warrant Agent shall manually
countersign and deliver the Warrant Certificates which the Holder making the transfer or exchange
is entitled to receive.



     (g) No service charge shall be made for any transfer or exchange of Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such transfer or exchange.



          SECTION 1.04. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt
by the Company and the Warrant Agent of evidence satisfactory to them of the ownership of and the
loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity satisfactory to
them and, in the case of mutilation, upon surrender of such Warrant Certificate to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that
such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and
an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for
or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and for a like number of Warrants. No service charge shall be made
for any replacement of Warrant Certificates, but the Company may require the payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange. To the extent permitted under applicable law, the provisions of
this Section 1.04 are exclusive with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates and shall preclude any and all other rights or remedies.




          SECTION 1.05. Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered to the Warrant Agent for transfer, exchange or exercise of the Warrants evidenced
thereby shall be promptly canceled by the Warrant Agent and shall not be reissued and, except as
expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the
Company from time to time or otherwise dispose of canceled Warrant Certificates in a manner
satisfactory to the Company. Any Warrant Certificate surrendered to the



-5-









 






Company for transfer,
exchange or exercise of the Warrants evidenced thereby shall be promptly delivered to the Warrant
Agent and such transfer, exchange or exercise shall not be effective until such Warrant Certificate
has been received by the Warrant Agent.




          SECTION 1.06. Treatment of Holders and Beneficial Owners of Warrant Certificates. (a)
The term “Holder”, as used herein, shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for
that purpose [If Securities and Warrants that are not immediately detachable are offered: or, prior
to the Detachment Date, the person in whose name the Offered Security to which such Warrant
Certificate was initially attached is registered upon the register relating to such Offered
Securities. At all times prior to the Detachment Date, the Company will, or will cause the
registrar of the Offered Securities to, make available to the Warrant Agent such information as to
holders of the Offered Securities as may be necessary to keep the Warrant Agent’s records current].
The Holder of each Global Warrant Certificate shall initially be [Cede & Co.], a nominee of the
Depository.




     (b) The term “Beneficial Owner” as used herein shall mean any person in whose name
ownership of beneficial interests in Warrants evidenced by a Global Warrant Certificate is recorded
in the records maintained by the Depository or its nominee, or by a Participant [If Securities and
Warrants that are not immediately detachable are offered: , or, prior to the Detachment Date, the
person in whose name the Offered Security to which such Warrant Certificate was initially attached
is registered upon the register relating to such Offered Securities].



     (c) Every Holder and every Beneficial Owner consents and agrees with the Company, the Warrant
Agent and with every subsequent Holder and Beneficial Owner that until the Warrant Certificate is
transferred on the books of the Warrant Agent, the Company and the Warrant Agent may treat the
registered Holder of such Warrant Certificate as the absolute owner of the Warrants evidenced
thereby for any purpose and as the person entitled to exercise the rights attaching to the Warrants
evidenced thereby, any notice to the contrary notwithstanding.



ARTICLE II




EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS




          SECTION 2.01. Exercise Price. The exercise price of each Warrant shall be $               
(the “Exercise Price”) [modify as appropriate to reflect terms of offered Warrants].




          SECTION 2.02. Duration of Warrants. [Subject to the limitations set forth herein,]
Each Warrant may be exercised in whole but not in part [Unless Warrants may be exercised on only
one date: on any Business Day (as defined below)
occurring during the period (the “Exercise Period”) commencing on [its date of
issuance] [               ,      ] and ending at 5:00 P.M., New York time,] on                ,       (the
“Expiration Date”). Each Warrant remaining unexercised



-6-









 






after 5:00 P.M., New York time, on
the Expiration Date shall become void, and all rights of the Holder under this Agreement shall
cease.




     As used herein, the term “Business Day” means any day which is not a Saturday or
Sunday and is not a legal holiday or a day on which banking institutions generally are authorized
or obligated by law or regulation to close in New York and Delaware.



          SECTION 2.03. Exercise of Warrants. (a) A Holder may exercise a Warrant by
delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only
one date: any Business Day during the Exercise Period (the “Exercise Date”)] [If Warrants
may be exercised on only one date: the Expiration Date] to the Warrant Agent at its corporate trust
department (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in the case of
a Global Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free
on the records of the Depository to an account of the Warrant Agent at the Depository designated
for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an
election to purchase the Warrant Securities (“Election to Purchase”), properly completed
and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Global
Warrant Certificate, properly executed by the Participant and substantially in the form included on
the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be
exercised in lawful money of the United States of America by certified or official bank check or by
bank wire transfer in immediately available funds. If any of (a) the Warrant Certificate or the
Book-Entry Warrants, (b) the Election to Purchase, or (c) the Exercise Price therefor, is received
by the Warrant Agent after 5:00 P.M., New York time, on [Unless Warrants may be exercised on only
one date: the specified Exercise Date, the Warrants will be deemed to be received and exercised on
the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is
not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding
day which is a Business Day. If the Warrants are received or deemed to be received after] the
Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant
Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In
no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise
or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by
the Warrant Agent in its sole discretion and such determination will be final and binding upon the
Holder and the Company. Neither the Company nor the Warrant Agent shall have any obligation to
inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all
funds received by it in payment of the Exercise Price in the account of the Company maintained with
the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day
on which funds for the exercise of the Warrants are received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.




     (b) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the [Unless Warrants
may be exercised on only one date: Exercise Date of any Warrant] [If Warrants may be exercised on
only one date: Expiration Date], advise the Company and the [Trustee under the Indenture applicable
to] [the transfer agent and registrar in



-7-









 







respect of] the Warrant Securities issuable upon such
exercise as to the number of Warrants exercised in accordance with the terms and conditions of this
Agreement, the instructions of each Holder or Participant, as the case may be, with respect to
delivery of the Warrant Securities issuable upon such exercise, and the delivery of definitive
Warrant Certificates or one or more Global Warrant Certificates, as appropriate, evidencing the
balance, if any, of the Warrants remaining after such exercise, and such other information as
the Company or such [Trustee] [transfer agent and registrar] shall reasonably require.



     (c) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding
the [Unless Warrants may be exercised on only one date: Exercise Date of any Warrant] [If Warrants
may be exercised on only one date: Expiration Date], execute, issue and deliver to the Warrant
Agent, [pursuant to the Indenture applicable to the Warrant Securities, the Warrant Securities,
duly authenticated by the Trustee of such Indenture and in authorized denominations] [the Warrant
Securities] to which such Holder is entitled, in fully registered form, registered in such name or
names as may be directed by such Holder or the Participant, as the case may be. Upon receipt of
such Warrant Securities, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth
Business Day next succeeding [Unless Warrants may be exercised on only one date: such Exercise
Date] [If Warrants may be exercised on only one date: the Expiration Date], transmit such Warrant
Securities, to or upon the order of the Holder or Participant, as the case may be, together with,
or preceded by the prospectus referred to in Section 5.06 hereof. The Company agrees that it will
provide such information and documents to the Warrant Agent as may be necessary for the Warrant
Agent to fulfill its obligations hereunder.



     (d) The accrual of [interest] [dividends], if any, on the Warrant Securities issued upon the
valid exercise of any Warrant will be governed by the terms of the applicable [Indenture]
[amendment to the Company’s certificate of incorporation (“Amendment”)] and such Warrant
Securities. From and after the issuance of such Warrant Securities, the former Holder of the
Warrants exercised will be entitled to the benefits of the [Indenture] [Amendment] under which such
Warrant Securities are issued and such former Holder’s right to receive payments of [principal of
(and premium, if any) and interest, if any, on] [dividends and any other amounts payable in respect
of] the Warrant Securities shall be governed by, and shall be subject to, the terms and provisions
of such [Indenture] [Amendment] and the Warrant Securities.



     (e) Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be
exercised on only one date: If fewer than all of the Warrants evidenced by a Warrant Certificate
are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be
executed by the Company and countersigned by the Warrant Agent as provided in Section 1.02 hereof,
and delivered to the Holder at the address specified on the books of the Warrant Agent or as
otherwise specified by such Holder.]



     (f) The Company shall not be required to pay any stamp or other tax or other governmental
charge required to be paid in connection with any transfer involved in the issue of the Warrant
Securities; and in the event that any such transfer is involved, the Company shall not be required
to issue or deliver any Warrant Securities until such tax or



-8-









 







other charge shall have been paid or
it has been established to the Company’s satisfaction that no such tax or other charge is due.



     [If Warrants for Common Stock are offered: SECTION 2.04. Adjustment Under Certain
Circumstances. The Exercise Price and the number of Warrant Securities
purchasable upon the exercise of each Warrant shall be subject to adjustment upon (i) the
issuance of a stock dividend to the holders of the outstanding shares of Warrant Securities or a
combination, subdivision or reclassification of the Warrant Securities; (ii) the issuance of
rights, warrants or options to all holders of the Warrant Securities entitling the holders thereof
to purchase Warrant Securities for an aggregate consideration per share less than the current
market price per share of the Warrant Securities; or (iii) any distribution by the Company to the
holders of the Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings and earned surplus
and dividends or distributions referred to in (i) above); provided that no such adjustment in the
number of Warrant Securities purchasable upon exercise of the Warrants will be required until
cumulative adjustments require an adjustment of at least 1% of such number. No fractional shares
will be issued upon exercise of Warrants, but the Company will pay the cash value of any fractional
shares otherwise issuable. The adjustments to be made under this Section 2.03 shall be determined
by the Warrant Agent and such determination shall be final and binding upon the Holders and the
Company.]



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ARTICLE III




OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS

AND BENEFICIAL OWNERS OF WARRANTS




          SECTION 3.01. No Rights as Holders of Warrant Securities Conferred by Warrants or Warrant
Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the Holder
thereof to any of the rights of a holder of any Warrant Securities, including, without limitation,
[the right to receive the payments of principal of (and premium, if any) and interest, if any, on
Debt Securities or Units consisting of Debt Securities purchasable upon such exercise or to enforce
any of the covenants in the Indenture] [the right to receive dividends, if any, or payments upon
the liquidation, dissolution or winding up of the Company or to exercise voting rights, if any].




          SECTION 3.02. Holder and Beneficial Owner of Warrant May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any Holder and any Beneficial Owner of any
Warrant, without the consent of the Warrant Agent or the Holder of any Warrant, may, on such
Holder’s or Beneficial Owner’s own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or otherwise in respect of,
such Holder’s or Beneficial Owner’s right to exercise the Warrants evidenced by any Warrant
Certificate in the manner provided in this Agreement and such Warrant Certificate.




ARTICLE IV




CONCERNING THE WARRANT AGENT




          SECTION 4.01. Warrant Agent. The Company hereby appoints [Name of Warrant Agent] as
Warrant Agent of the Company in respect of the Warrants upon the terms and subject to the
conditions herein set forth, and [Name of Warrant Agent] hereby accepts such appointment. The
Warrant Agent shall have the powers and authority granted to and conferred upon it hereby and such
further powers and authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it.




          SECTION 4.02. Limitations on Warrant Agent’s Obligations. The Warrant Agent accepts
its obligations herein set forth upon the terms and conditions hereof, including the following, to
all of which the Company agrees and to all of which the rights hereunder of the Holders from time
to time shall be subject:




     (a) Compensation and Indemnification. The Company agrees to pay the Warrant Agent
compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and
to reimburse the Warrant Agent for all reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Warrant Agent in connection with the services rendered by it
hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or
expense incurred without negligence, bad faith or breach of this Agreement on the part of



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the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder.



     (b) Agent for the Company. In acting in the capacity of Warrant Agent under this Agreement,
the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust with any of the owners or holders of the Warrants except as
expressly set forth herein.



     (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it (which may be
counsel to the Company), and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with the advice of such counsel.



     (d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in
respect of any action taken or thing suffered by it in reliance upon any notice, direction,
consent, certificate, affidavit, statement or other paper or document reasonably believed by it to
be genuine and to have been presented or signed by the proper parties.



     (e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may
become the owner of, or acquire any interest in, any Warrant, with the same rights that it or they
would have were it not the Warrant Agent hereunder, and, to the extent permitted by applicable law,
it or they may engage or be interested in any financial or other transaction with the Company and
may act on, or as a depositary, trustee or agent for, any committee or body of holders of Warrants
[If Securities and Warrants are being offered together: , Offered Securities] or Warrant
Securities, or other securities or obligations of the Company as freely as if it were not the
Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent
from acting as trustee under either Indenture.



     (f) No Liability for Interest. The Warrant Agent shall not be under any liability for
interest on any monies at any time received by it pursuant to any of the provisions of this
Agreement.



     (g) No Liability for Invalidity. The Warrant Agent shall not be under any responsibility with
respect to the validity or sufficiency of this Agreement or the execution and delivery hereof
(except the due execution and delivery hereof by the Warrant Agent) or with respect to the validity
or execution of the Warrant Certificates (except its countersignature thereon).



     (h) No Responsibility for Recitals. The recitals contained herein and in the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon) shall be taken as the
statements of the Company and the Warrant Agent assumes no responsibility hereby for the
correctness of the same.



     (i) No Implied Obligations. The Warrant Agent shall be obligated to perform such duties as
are specifically set forth herein and no implied duties or obligations shall be read into this
Agreement against the Warrant Agent. The Warrant Agent shall not be
under any obligation to take any action hereunder which may tend to involve it in any expense
or liability, the payment of which within a reasonable time is not, in its opinion,



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assured to it.
The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the
Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the
Company pursuant to this Agreement or for the application by the Company of the proceeds of the
issue and sale, or exercise, of the Warrants. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of its covenants or
agreements contained herein or in any Warrant Certificate or in the case of the receipt of any
written demand from a Holder with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 5.03 hereof, to make any demand
upon the Company.



          SECTION 4.03. Compliance With Applicable Laws. The Warrant Agent agrees to comply
with all applicable federal and state laws imposing obligations on it in respect of the services
rendered by it under this Agreement and in connection with the Warrants, including (but not limited
to) the provisions of United States federal income tax laws regarding information reporting and
backup withholding. The Warrant Agent expressly assumes all liability for its failure to comply
with any such laws imposing obligations on it, including (but not limited to) any liability for its
failure to comply with any applicable provisions of United States federal income tax laws regarding
information reporting and backup withholding.




          SECTION 4.04. Resignation and Appointment of Successor. (a) The Company agrees, for
the benefit of the Holders from time to time, that there shall at all times be a Warrant Agent
hereunder until all the Warrants issued hereunder have been exercised or have expired in accordance
with their terms, which Warrant Agent shall be a bank or trust company organized under the laws of
the United States of America or one of the states thereof, which is authorized under the laws of
the jurisdiction of its organization to exercise corporate trust powers, has a combined capital and
surplus of at least $50,000,000 and has an office or an agent’s office in the United States of
America.




     (b) The Warrant Agent may at any time resign as such agent by giving written notice to the
Company of such intention on its part, specifying the date on which it desires such resignation to
become effective; provided that such date shall not be less than three months after the date on
which such notice is given, unless the Company agrees to accept such notice less than three months
prior to such date of effectiveness. The Company may remove the Warrant Agent at any time by giving
written notice to the Warrant Agent of such removal, specifying the date on which it desires such
removal to become effective. Such resignation or removal shall take effect upon the appointment by
the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust
company qualified as set forth in Section 4.04(a)) and the acceptance of such appointment by such
successor Warrant Agent. The obligation of the Company under Section 4.02(a) shall continue to the
extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.



     (c) If at any time the Warrant Agent shall resign, or shall cease to be qualified as set forth
in Section 4.04(a), or shall be removed, or shall become incapable of acting, or shall be adjudged
a bankrupt or insolvent, or shall file a petition seeking relief under



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any applicable Federal or
State bankruptcy or insolvency law or similar law, or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver, conservator or custodian of all or any
substantial part of its property, or shall admit in writing its inability to pay or to meet its
debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered for relief against it
under the provisions of any applicable Federal or State bankruptcy or similar law, or if any public
officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as
set forth in Section 4.04(a), shall be appointed by the Company by an instrument in writing, filed
with the successor Warrant Agent. Upon the appointment as herein provided of a successor Warrant
Agent and acceptance by the latter of such appointment, the Warrant Agent so superseded shall cease
to be Warrant Agent under this Agreement.



     (d) Any successor Warrant Agent appointed under this Agreement shall execute, acknowledge and
deliver to its predecessor and to the Company an instrument accepting such appointment, and
thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent under this Agreement, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by such predecessor, as
Warrant Agent under this Agreement.



     (e) Any corporation into which the Warrant Agent may be merged or converted or any corporation
with which the Warrant Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and
business of the Warrant Agent, in each case provided that it shall be qualified as set forth in
Section 4.04(a), shall be the successor Warrant Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties to this Agreement,
including, without limitation, any successor to the Warrant Agent first named above.



ARTICLE V




MISCELLANEOUS




          SECTION 5.01. Amendments. This Agreement and any Warrant Certificate may be amended
by the parties hereto by executing a supplemental warrant agreement (a “Supplemental
Agreement”), without the consent of the Holder of any Warrant, for the purpose of (i) curing
any ambiguity, or curing, correcting or
supplementing any defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement that is not inconsistent with the
provisions of this Agreement or the Warrant Certificates, (ii) evidencing the succession of another
corporation to the Company and the assumption by any such



-13-









 






successor
of the covenants of the Company
contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing for the
acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv)
evidencing and providing for the acceptance of appointment by a successor Depository with respect
to each Global Warrant Certificate, (v) issuing definitive Warrant Certificates in accordance with
paragraph (b) of Section 1.03, (vi) adding to the
covenants of the Company for the benefit of the
Holders or surrendering any right or power conferred upon the Company under this Agreement, or
(vii) amending this Agreement and the Warrants in any manner that the Company may deem to be
necessary or desirable and that will not adversely affect the
interests of the Holders in any
material respect.




     (a) The Company and the Warrant Agent may amend this Agreement and the Warrants by executing a
Supplemental Agreement with the consent of the Holders of not fewer than a majority of the
unexercised Warrants affected by such amendment, for the purpose of
adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders under this Agreement; provided, however, that, without the
consent of each Holder of Warrants affected thereby, no such amendment may be made that (i) changes
the Warrants so as to reduce the [principal amount] [number] of Warrant Securities purchasable upon
exercise of the Warrants or so as to increase the exercise price [If Warrants for Common Stock are
offered: (other than as provided by Section 2.03)], (ii) shortens the period of time during which
the Warrants may be exercised, (iii) otherwise adversely affects
the exercise rights of the Holders
in any material respect, or (iv) reduces the number of unexercised Warrants the consent of the
Holders of which is required for amendment of this Agreement or the Warrants.



          SECTION 5.02. Merger, Consolidation, Sale, Transfer or Conveyance. The Company may
consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or
substantially all of its assets to any other corporation, provided that (i) either (x) the Company
is the continuing corporation or (y) the corporation (if other than the Company) that is formed by
or results from any such consolidation or merger or that receives such assets is a corporation
organized and existing under the laws of the United States of America or a state thereof and such
corporation assumes the obligations of the Company with respect to the performance and observance
of all of the covenants and conditions of this Agreement to be performed or observed by the Company
and (ii) the Company or such successor corporation, as the case may be, must not immediately be in
default under this Agreement. If at any time there shall be any consolidation or merger or any
sale, lease, transfer, conveyance or other disposition of all or
substantially all of the assets of
the Company, then in any such event the successor or assuming corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein and in the Warrant
Certificates as the Company; the Company shall thereupon be relieved of any further
obligation hereunder or under the Warrants, and, in the event of any such sale, lease,
transfer, conveyance (other than by way of lease) or other disposition, the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or
liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, Warrant




-14-









 







Certificates evidencing the Warrants
not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore
issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under
this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance
with the terms of this Agreement as though such new Warrant Certificates had been issued at the
date of the execution hereof. In any case of any such merger or consolidation or sale, lease,
transfer, conveyance or other disposition of all or substantially all
of the assets of the Company,
such changes in phraseology and form (but not in substance) may be made in the new Warrant
Certificates, as may be appropriate.




          SECTION 5.03. Notices and Demands to the Company and Warrant Agent. If the Warrant
Agent shall receive any notice or demand addressed to the Company by the Holder or a Participant,
as the case may be, the Warrant Agent shall promptly forward such notice or demand to the Company.




          SECTION 5.04. Addresses. Any communications from the Company to the Warrant Agent
with respect to this Agreement shall be addressed to                     , Attention:
                    , and any communications from the Warrant Agent to the Company with respect
to this Agreement shall be addressed to Thomas Weisel Partners Group, Inc., 1 Montgomery Street,
San Francisco, California 94104, Attention: General Counsel (or such other address as shall be
specified in writing by the Warrant Agent or by the Company, as the case may be). The Company or
the Warrant Agent shall give notice to the Holders of Warrants by mailing written notice by first
class mail, postage prepaid, to such Holders as their names and addresses appear in the books and
records of the Warrant Agent [or, prior to the Detachment Date,
on the register of the Offered
Securities].




          SECTION 5.05. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT CERTIFICATE AND ALL
RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE
CONFLICTS OF LAW PROVISIONS).




          SECTION 5.06. Delivery of Prospectus. The Company shall furnish to the Warrant Agent
sufficient copies of a prospectus relating to the Warrant Securities deliverable upon exercise of
Warrants and complying in all material respects with the Securities Act of 1933, as amended (the
“Prospectus”), and the Warrant Agent agrees that upon the exercise of any Warrant, the
Warrant Agent shall deliver a Prospectus to the Holder of such Warrant, prior to or concurrently
with the delivery of the Warrant Securities issued upon such exercise.




          SECTION 5.07. Obtaining of Governmental Approvals. The Company shall from time to
time take all action which may be necessary to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and securities acts filings under
United States Federal and state laws, which the Company may deem necessary or appropriate in
connection with the issuance, sale, transfer and delivery of the Warrants, the exercise of the
Warrants, the issuance, sale,



-15-









 






transfer
and delivery of the Warrant Securities to be issued upon
exercise of Warrants or upon the expiration of the period during which the Warrants are
exercisable.




          SECTION 5.08. Payment of Taxes. The Company will pay all stamp and other duties, if
any, to which, under the laws of the United States of America, this Agreement or the original
issuance of the Warrants may be subject.




          SECTION 5.09. Benefits of Warrant Agreement. Nothing in this Agreement or any Warrant
Certificate expressed or implied and nothing that may be inferred
from any of the provisions hereof
or thereof is intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the Company, the Warrant Agent and their respective successors and assigns,
the Beneficial Owners and the Holders any right, remedy or claim under or by reason of this
Agreement or any Warrant Certificate or of any covenant, condition, stipulation, promise or
agreement hereof or thereof; and all covenants, conditions, stipulations, promises and agreements
contained in this Agreement or any Warrant Certificate shall be for the sole and exclusive benefit
of the Company and the Warrant Agent and their respective successors and assigns and of the
Beneficial Owners and Holders.




          SECTION
5.10. Headings. The descriptive headings of the several Articles and Sections
of this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.




          SECTION 5.11. Severability. If any provision in this Agreement or in any Warrant
Certificate shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions, or of such provisions in any other jurisdiction,
shall not in any way be affected or impaired thereby.




          SECTION 5.12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.




          SECTION 5.13. Inspection of Agreement. A copy of this Agreement shall be available at
all reasonable times at the principal corporate trust office of the Warrant
Agent and at the office of the
Company at 1 Montgomery Street, San Francisco, California 94104, for inspection by any
Holder. The Warrant Agent may require any such Holder to submit satisfactory proof of ownership for
inspection by it.




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	THOMAS WEISEL PARTNERS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[WARRANT AGENT]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-16-












 





EXHIBIT A




[FORM OF WARRANT CERTIFICATE]



[Form of legend if Securities with Warrants that are not immediately detachable or Warrants that
are not immediately exercisable are offered: [PRIOR TO                     ,] THIS WARRANT CERTIFICATE
[(i) CANNOT BE TRANSFERRED OR EXCHANGED UNLESS ATTACHED TO A [TITLE OF OFFERED SECURITY] AND (ii)]
CANNOT BE EXERCISED IN WHOLE OR IN PART.]




EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN.




Warrant Certificate evidencing




Warrants to Purchase




[Title of Warrant Securities]




as described herein.




THOMAS WEISEL PARTNERS GROUP, INC.




			
	No.                     
	 	CUSIP No.                     






     VOID
AFTER [5:00 P.M.], NEW YORK TIME, ON _______ __, ___



     This certifies that                                          or registered assigns is the registered holder of
[Insert number initially issued] warrants to purchase certain securities (the “Warrants”).
Each Warrant entitles the holder thereof, subject to the provisions contained herein and in the
Warrant Agreement referred to below, to purchase from Thomas Weisel Partners Group, Inc., a
Delaware corporation (the “Company”),
[$_________ principal amount] [_______] of the
Company’s [title of Securities purchasable upon exercise of Warrants] [If Warrants for Units are to
be offered: each consisting of [titles of securities underlying a Unit]] (the “Warrant
Securities” [If Warrants for Units are to be offered: , which term shall also refer, as
appropriate, to such [titles of securities underlying a Unit]), [issued or to be issued under the
Indenture (as hereinafter defined)], at the Exercise Price set forth below. The exercise price of
each Warrant (the “Exercise Price”) shall be [modify as appropriate to reflect the terms of
the offered Warrants].



     Subject to the terms of the Warrant Agreement, each Warrant evidenced hereby may be exercised
in whole but not in part at any time, as specified herein, [Unless Warrants may be exercised on
only one date: on any Business Day (as defined below) occurring during the period (the
“Exercise Period”) commencing on [the date of issuance
thereof] [                     ___, ___] and ending at 5:00 P.M., New York time,] on



A-1









 




                    
___, ___(the “Expiration Date”). Each Warrant remaining unexercised after 5:00 P.M., New
York time, on the Expiration Date shall become void, and all rights of the holder of this Warrant
Certificate evidencing such Warrant shall cease.




     The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant
evidenced hereby by delivering, not later than 5:00 P.M., New York time, on [Unless Warrants may be
exercised on only one date: any Business Day during the Exercise Period (the “Exercise
Date”)] [If Warrants may be exercised on only one date: the Expiration Date] to [name of
Warrant Agent] (the “Warrant Agent”, which term includes any successor warrant agent under
the Warrant Agreement described below) at its corporate trust department at                     ,
(i) this Warrant Certificate [For Global Warrant Certificate: and the Warrants to be exercised
(the “Book-Entry Warrants”) free on the records of [The Depository Trust Company] (the
“Depository”) to an account of the Warrant Agent at the Depository designated for such
purpose in writing by the Warrant Agent to the Depository], (ii) an election to purchase
(“Election to Purchase”), [For definitive Warrant Certificates: properly executed by the
holder hereof on the reverse of this Warrant Certificate] [For Global Warrant Certificates:
properly executed by the institution in whose account the Warrant is recorded on the records of the
Depository (the “Participant”), and substantially in the form included on the reverse of
hereof] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United
States of America by certified or official bank check or by bank wire transfer in immediately
available funds. If any of (a) this Warrant Certificate or the Book-Entry Warrants, (b) the
Election to Purchase, or (c) the Exercise Price therefor, is received by the Warrant Agent after
5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: the specified
Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next
succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the
Warrants will be deemed to be received and exercised on the next succeeding day which is a Business
Day. If the Warrants to be exercised are received or deemed to be received after] the Expiration
Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will
be returned to the holder as soon as practicable. In no event will interest accrue on funds
deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The
validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion
and such determination will be final and binding upon the holder of the Warrants and the Company.
Neither the Warrant Agent nor the Company shall have any obligation to inform a holder of Warrants
of the invalidity of any exercise of Warrants. As used herein, the term “Business Day”
means any day which is not a Saturday or Sunday and is not a legal holiday or a day on which
banking institutions generally are authorized or obligated by law or regulation to close in The
City of New York.



     Warrants may be exercised only in whole numbers of Warrants. [Unless Warrants may be exercised
on only one date: If fewer than all of the Warrants evidenced by this Warrant Certificate are
exercised, a new Warrant Certificate for the number of Warrants
remaining unexercised shall be executed by the Company and countersigned by the



A-2









 




Warrant Agent
as provided in Section 1.02 of the Warrant Agreement, and delivered to the holder of this Warrant
Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by
such registered holder.]




     This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated
as of                      ___, ___(the “Warrant Agreement”), between the Company and the Warrant
Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of
which terms and provisions the holder of this Warrant Certificate [For Global Warrant Certificates:
and the beneficial owners of the Warrants represented by this Warrant Certificate] consent[s] by
acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the
above-mentioned office of the Warrant Agent and at the office of the Company at 1 Montgomery
Street, San Francisco, California 94104.



     [If the Warrant Securities are Debt Securities: The Warrant Securities to be issued and
delivered upon the exercise of the Warrants evidenced by this Warrant Certificate will be issued
under and in accordance with the Indenture, dated as of ______, ___(the
“Indenture”), between the Company and The
Bank of New York Mellon Trust Company, N.A., as trustee (together with any
successor or successors as such trustee, the “Trustee”), and will be subject to the terms
and provisions contained in the Warrant Securities and in the Indenture.] The accrual of [interest]
[dividends], if any, on the Warrant Securities issued upon the valid exercise of any Warrant will
be governed by the terms of the applicable [Indenture] [amendment to the Company’s certificate of
incorporation (“Amendment”)] and such Warrant Securities. From and after the issuance of
such Warrant Securities, the former holder of the Warrants exercised will be entitled to the
benefits of the [Indenture] [Amendment] under which such Warrant Securities are issued and such
former holder’s right to receive payments of [principal of (and premium, if any) and interest, if
any, on] [dividends and any other amounts payable in respect of] the Warrant Securities shall be
governed by, and shall be subject to, the terms and provisions of such [Indenture] [Amendment] and
the Warrant Securities. Copies of the [Indenture, including the form of the Warrant Securities,]
[Amendment] are on file at the corporate trust office of the Trustee.]



     [If Warrants for Common Stock are offered: The Exercise Price and the number of Warrant
Securities purchasable upon the exercise of each Warrant shall be subject to adjustment upon (i)
the issuance of a stock dividend to the holders of the outstanding shares of Warrant Securities or
a combination, subdivision or reclassification of the Warrant Securities; (ii) the issuance of
rights, warrants or options to all holders of the Warrant Securities entitling the holders thereof
to purchase Warrant Securities for an aggregate consideration per share less than the current
market price per share of the Warrant Securities; or (iii) any distribution by the Company to the
holders of the Warrant Securities of evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions payable out of consolidated earnings and earned surplus
and dividends or distributions referred to in (i) above); provided that no such adjustment in
the number of Warrant Securities purchasable upon exercise of the Warrants will be



A-3









 




required
until cumulative adjustments require an adjustment of at least 1% of such number. No fractional
shares will be issued upon exercise of Warrants, but the Company will pay the cash value of any
fractional shares otherwise issuable. The adjustments to be made under this Section 2.03 shall be
determined by the Warrant Agent and such determination shall be final and binding upon the holders
of the Warrants and the Company.]




     [If Securities and Warrants are to be offered together: [If Warrants are not immediately
detachable: Prior to the Detachment Date,] The Warrants represented by this Warrant Certificate may
be exchanged or transferred only together with the [title of Offered Security] (the “Offered
Security”) to which the Warrants are attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security. Additionally, [If Warrants are
not immediately detachable: on or prior to the Detachment Date,] each transfer of such Offered
Security on the register of the Offered Securities shall operate also to transfer the Warrants to
which such Offered Securities was initially attached. [If Warrants are not immediately detachable:
From and after the Detachment Date, the above provisions shall be of no further force and effect.]
Upon due presentment for registration of transfer or exchange of this Warrant Certificate at the
corporate trust office of the Warrant Agent, the Company shall execute, and the Warrant Agent shall
countersign and deliver, as provided in Section 1.02 of the Warrant Agreement, in the name of the
designated transferee one or more new Warrant Certificates of any authorized denomination
evidencing in the aggregate a like number of unexercised Warrants, subject to the limitations
provided in the Warrant Agreement.



     Neither this Warrant Certificate nor the Warrants evidenced hereby shall entitle the holder
hereof or thereof to any of the rights of a holder of the Warrant Securities, including, without
limitation, [the right to receive the payments of principal of (and premium, if any), and interest,
if any, on Debt Securities or Units consisting of Debt Securities purchasable upon such exercise or
to enforce any of the covenants in the applicable Indenture] [the right to receive dividends, if
any, or payments upon the liquidation, dissolution or winding up of the Company or to exercise
voting rights, if any].



     The Warrant Agreement and this Warrant Certificate may be amended as provided in the Warrant
Agreement including, under certain circumstances described therein, without the consent of the
holder of this Warrant Certificate or the Warrants evidenced thereby.



     THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT AND
PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).



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     This Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or
be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless
this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated as of
                     ___, ___



	 	 	 	 	 
	 	THOMAS WEISEL PARTNERS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF WARRANT AGENT],

as Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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[REVERSE]




Instructions for Exercise of Warrant





     To exercise the Warrants evidenced hereby, the holder [For Global Warrant Certificate: or
Participant] must, by 5:00 P.M., New York time, on the specified Exercise Date, deliver to the
Warrant Agent at its corporate trust department, a certified or official bank check or a wire
transfer in immediately available funds, in each case payable to the Warrant Agent at Account No.
___, in an amount equal to the Exercise Price in full for the Warrants exercised. In addition,
the Warrant holder [For Global Warrant Certificates: or Participant] must provide the information
required below and deliver this Warrant Certificate to the Warrant Agent at the address set forth
below and the Book-Entry Warrants to the Warrant Agent in its account with the Depository
designated for such purpose. This Warrant Certificate and the Election to Purchase must be
received by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date.



ELECTION TO PURCHASE

TO BE EXECUTED IF WARRANT HOLDER DESIRES

TO EXERCISE THE WARRANTS EVIDENCED HEREBY




     The
undersigned hereby irrevocably elects to exercise, on _______, ___ (the “Exercise
Date”),                      Warrants, evidenced by this Warrant Certificate, to purchase,
[$                     principal amount] [                    ] of the [title of Securities purchasable upon
exercise of Warrants] [If Warrants for Units are to be offered: each consisting of [titles of
securities underlying a Unit] (the “Warrant Securities”) of Thomas Weisel Partners Group,
Inc., a Delaware corporation (the “Company”), and represents that on or before the Exercise
Date such holder has tendered payment for such Warrant Securities by certified or official bank
check or bank wire transfer in immediately available funds to the order of the Company c/o [Name
and address of Warrant Agent], in the amount of $                     in accordance with the terms hereof.
The undersigned requests that said [principal amount of] [number of] Warrant Securities be in fully
registered form, in the authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.



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     [Unless Warrants may be exercised on only one date: If said [principal amount] [number] of
Warrant Securities is less than all of the Warrant Securities purchasable hereunder, the
undersigned requests that a new Warrant Certificate evidencing the remaining balance of the
Warrants evidenced hereby be issued and delivered to the holder of the Warrant Certificate unless
otherwise specified in the instructions below.]



	 	 	 
	Dated:                      ___, ___
	 	 
	 

	 	Name                                                            
	                                        
	 	 
	(Please Print)
	 	 
	/ / / /- / / /- / / / / /
	 	 
	(Insert Social Security or Other Identifying
	 	 
	Number of Holder)
	 	 
	Address                                         
	 	 
	 

	 	                  
                                                   
	 

	 	Signature                                                     





This Warrant may only be exercised by presentation to the Warrant Agent at one of the following
locations:




     By hand at



     By mail at


The method of delivery of this Warrant Certificate is at the option and risk of the exercising
holder and the delivery of this Warrant Certificate will be deemed to be made only when actually
received by the Warrant Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time should be allowed to
assure timely delivery.



(Instructions as to form and delivery of Warrant Securities and/or Warrant Certificates)


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Name in which Warrant Securities are to be registered if other than in the name of the registered
holder of this Warrant Certificate:




  

 




Address to which Warrant Securities are to be mailed if other than to the address of the registered
holder of this Warrant Certificate as shown on the books of the Warrant Agent:




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	(Street Address)
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	(City and State) (Zip Code)	 	 
	[Except for Global Warrant Certificate:
	 	 	 	 
	 
	Name
in which Warrant Certificate evidencing unexercised Warrants, if any,
are to be registered if other than in the name of the registered
holder of this Warrant Certificate:







  

 



Address to which certificate representing unexercised Warrants, if any, are to be mailed if other
than to the address of the registered holder of this Warrant Certificate as shown on the books of
the Warrant Agent:




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	(Street Address)
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	(City and State) (Zip Code)
	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 







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([Except
for Global Warrant Certificate:


Signature must conform in all respects to the name of the holder as
specified on the face of this Warrant Certificate.] If Warrant
Securities, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof
or are to be delivered to an address other than the address of such
holder as shown on the books of the Warrant Agent, the above
signature must be guaranteed by a member firm of a registered
national stock exchange, a member of the Financial Industry
Regulatory Authority, a participant in the Security Transfer Agents
Medallion Program or the Stock Exchange Medallion Program, or by a
commercial bank or trust company having an office or correspondent in the United
States.)




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SIGNATURE GUARANTEE




Name of Firm                                         




Address                                         




Area Code

and Number                                         




Authorized

Signature                                         




Name                                         




Title                                         




Dated:                     , 20__




ASSIGNMENT




(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)




     FOR VALUE RECEIVED                                          hereby sells, assigns and transfers unto        
             



	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	(Please print name and address
including zip code)

	 	 
	 	(Please insert social security or
other identifying number)
	 	 





the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and
appoint                      Attorney, to transfer said Warrant Certificate on the books of the Warrant
Agent with full power of substitution in the premises.




Dated:




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	 	Signature
	 	 
	 
	 

	 	(Signature must conform in all
respects to the name of the holder as specified on the face of this
Warrant Certificate and must bear a signature guarantee by a member firm
of a registered national securities exchange, a member of the
Financial Industry Regulatory Authority, a participant in the
Security Transfer Agents Medallion Program or the Stock Exchange
Medallion Program, or by a commercial bank or trust company having an
office or correspondent in the United States)	 	 






SIGNATURE GUARANTEE




Name of Firm                                         




Address                                         




Area Code

and Number                                         




Authorized

Signature                                         




Name                                         




Title                                         




Dated:                     , 20__





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