exv4w3



 






Exhibit 4.3



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN OR
WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.




WARRANT TO PURCHASE 486,486 SHARES

OF THE COMMON STOCK OF

THOMAS WEISEL PARTNERS GROUP, INC.




Effective Date: February 7, 2006




Expiration Date: February 7, 2016




     This certifies that NOMURA AMERICA INVESTMENT, INC. (the “Holder”) is entitled, subject to the
terms and conditions set forth below, to purchase from Thomas Weisel Partners Group, Inc., a
Delaware corporation (the “Company”), having its principal place of business at One Montgomery
Street, San Francisco, California 94104, a maximum of 486,486 fully paid and non-assessable shares
of the Company’s common stock, par value $0.01 per share (“Common Stock”) for cash at a price equal
to $15.00 per share (the “Exercise Price”), which is equal to the initial public offering price per
share in the initial public offering (the “IPO”) of the Common Stock consummated on February 7,
2006, at any time and from time to time after the Effective Date up to and including 5:00 p.m.
Pacific time on the Expiration Date, upon the surrender to the Company at its principal place of
business (or at such other location as the Company may advise the Holder in writing) of this
Warrant properly endorsed, a Subscription Form in substantially the form attached as Annex A hereto
duly filled in and signed and, as applicable, upon payment in cash or by certified check or wire
transfer of the aggregate Exercise Price for the number of shares for which this Warrant is being
exercised determined in accordance with the provisions hereof, or the surrender of the
right to acquire the number of shares of Common Stock determined in accordance with Section
1.2. The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject
to adjustment as provided in Section 3 of this Warrant.



     This Warrant is being issued to the Holder pursuant to the terms of the Plan of Reorganization
and Merger Agreement, dated as of October 14, 2005 (the “Reorganization Agreement”), by and among
Thomas Weisel Partners Group LLC, the Company and TWPG Merger Sub LLC.



     This Warrant is subject to the following terms and conditions:



     1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.



     1.1 General. This Warrant is exercisable at the option of the holder of record hereof at any
time or from time, to time, up to the Expiration Date for all or any part of the shares of Common
Stock (but not for a fraction of a share), which may be purchased hereunder. The Company agrees
that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued
to the Holder hereof as the record owner of such shares as of the close of business on the date on
which this Warrant, properly endorsed, the completed and executed Subscription Form and appropriate
payment for such shares shall have each been delivered to the Company at its principal place of
business. Certificates for the shares of Common Stock so purchased, together with any other
securities or property to which the Holder is entitled upon such exercise, shall be delivered to
the Holder by the Company at the Company’s expense within a reasonable time after the rights
represented by this Warrant have been so exercised, and in any event, within ten (10) business days
of such exercise. In case of a purchase of less than all the shares which may be purchased under
this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or
Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon
such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered
shall be in such
denominations of Common Stock as may be requested by the Holder hereof and shall be registered in
the name designated by such Holder. The term “business day” means any day other than (a) a Saturday
or Sunday or (b) a day on which banking



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institutions located in the City of New York, New York or
San Francisco, California are permitted or required by law, executive order or governmental decree
to remain closed.




     1.2 Net Issue Exercise. (a) In the event that the fair market value of one share of the
Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth
below), in lieu of exercising this Warrant for cash, the Holder may elect a “Net Issue Exercise”
pursuant to which it will receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the principal office of
the Company together with the properly endorsed Subscription Form and notice of such election in
which event the Company shall issue to the Holder a number of shares of Common Stock computed using
the following formula:



               X = Y (A-B)

                           A



     Where X = the number of shares of Common Stock to be issued to the Holder



     Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion
of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such
exercise)



     A = the fair market value of one share of the Company’s Common Stock (at the date of such
exercise)



     B = Exercise Price (as adjusted to the date of such exercise).


For purposes of the above calculation, the fair market value of one share of Common Stock shall be
determined by the Company’s Board of Directors in good faith; provided, however, that where there
is a public market for the Company’s Common Stock, the fair market value per share shall be the
average of the closing prices of the Company’s Common Stock on the New York Stock Exchange, the
Nasdaq National Market or any other principal stock exchange or market on which the Common Stock is
listed or quoted, whichever is applicable, over the five (5) trading day period ending on the
trading day immediately preceding the day the Warrant is being exercised.



(b) Notwithstanding any provisions herein to the contrary, in the event that the Company’s market
capitalization on any date after the Effective Date but on or prior to the Expiration Date, as
calculated by multiplying (i) the fair market value of one share of the Common Stock, determined as
described in Section 1.2(a) above and (ii) the total number of shares of the Common Stock
outstanding on such date (without taking into consideration the shares of Common Stock issued in or
following the IPO), shall equal $1 billion, this Warrant shall be deemed automatically exercised on
first such date as a “Net Issue Exercise” as provided under Section 1.2(a) and the Company shall
issue to the Holder, upon the surrender of this Warrant by the Holder, that number of shares of
Common Stock that on such date have a fair market value (determined as provided above) equal to $18
million (unless a portion of this Warrant has previously been exercised in which case the fair
market value of the shares of Common Stock issued to the Holder shall equal the same proportion of
$18 million as the proportion of this Warrant that has not been exercised).




     2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all
shares of Common Stock which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and
free from all preemptive rights of any shareholder and free of all transfer taxes, liens and
charges with respect to the issue thereof. The Company further covenants and agrees that, during
the period within which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of
the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but
unissued Common Stock, or other securities and property, when and as required to provide for the
exercise of the rights represented by this Warrant. The Company will take all such action as may be
necessary to assure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any securities exchange
upon which the Common Stock may be listed; provided, however, that the Company shall not be
required to effect a registration under federal or state securities or “Blue Sky” laws with respect
to this Warrant or the shares of Common Stock issuable upon exercise hereof. The Company will not
take any action which would result in any



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adjustment of the Exercise Price (as set forth in Section
3 hereof) if the total number of shares of Common Stock issuable after such action upon exercise of
all outstanding warrants, together with all shares of Common Stock then outstanding and all shares
of Common Stock then issuable upon exercise of all options and upon the conversion of all
convertible securities and other equity purchase rights then outstanding, would exceed the total
number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation (the
“Company Charter”).




     3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The Exercise Price and the number of
shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to
time upon the occurrence of certain events described in this Section 3. Upon each adjustment of the
Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the
Exercise Price resulting from such adjustment.



     3.1 Subdivision or Combination of Stock. In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares
(by reverse stock split or otherwise), the Exercise Price in effect immediately prior to such
combination shall be proportionately increased.



     3.2 Dividends in Common Stock, Other Stock, Property, Reclassification. If at any time or from
time to time the holders of Common Stock (or shares of any other class of stock or other securities
at the time receivable upon the exercise of this Warrant) shall have received or become entitled to
receive, without payment therefor,



     (a) Common Stock or shares of any other class of stock or other securities which are at any
time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or
options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or
other distribution,



     (b) any cash paid or payable other than a cash dividend, or



     (c) Common Stock or shares of any other class of stock or other securities or property
(including cash) by way of spinoff, split-up, reclassification, combination of shares or similar
corporate rearrangement (other than shares of Common Stock issued pursuant to a stock split or
adjustments covered by Section 3.1 above),



then, and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be
entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the amount of stock and other securities
and property (including cash in the cases referred to in clause (b) above and this clause (c))
which such Holder would hold on the date of such exercise had he been the holder of record of such
Common Stock as of the date on which holders of Common Stock received or became entitled to receive
such shares or all other additional stock and other securities and property.



     3.3 Reorganization, Consolidation, Merger or Sale. If any recapitalization or reorganization
of the capital stock of the Company, or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets or other transaction shall be
effected in such a way that holders of Common Stock shall be entitled to receive stock, securities,
or other assets or property other than a transaction described in Sections 3.1 or 3.2 above (an
“Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions
shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase
and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares
of stock, securities or other assets or property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the number of shares of
such stock immediately theretofore purchasable and receivable upon the exercise of the rights
represented by this Warrant. In the event of any Organic Change, appropriate provision shall be
made by the Company with respect to the



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rights and interests of the Holder of this Warrant to the
end that the provisions hereof (including, without limitation, provisions for adjustments of the
Exercise Price and of the number of shares purchasable and receivable upon the exercise of this
Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. Prior to the consummation of any such
consolidation, merger or sale, the successor entity (if other than the Company) resulting from such
consolidation or the corporation purchasing such assets shall assume by written instrument
reasonably satisfactory in form and substance to the Holders executed and mailed or delivered to
the registered Holder hereof at the last address of such Holder appearing on the books of the
Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such Holder shall be entitled to purchase.




     3.4 Certain Events. If any change in the outstanding Common Stock of the Company or any other
event occurs as to which the other provisions of this Section 3 are not strictly applicable or, if
strictly applicable, would not fairly protect the purchase rights of the Holder of the Warrant in
accordance with such provisions, then the Board of Directors of the Company shall make an
adjustment in the number and class of shares available under the Warrant, the Exercise Price or the
application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment
shall give the Holder of the Warrant upon exercise for the same aggregate Exercise Price the total
number and class of shares as the Holder would have owned had the Warrant been exercised prior to
the event and had the Holder continued to hold such shares until after the event requiring
adjustment.



     3.5 Notices of Change.



     (a) Immediately upon any adjustment in the number or class of shares subject to this Warrant
and/or of the Exercise Price, the Company shall give written notice thereof to the Holder, setting
forth in reasonable detail and certifying the calculation of such adjustment.



     (b) The Company shall give written notice to the Holder at least ten (10) business days prior
to the date on which the Company closes its books or takes a record for determining rights to
receive any dividends or distributions.



     (c) The Company shall also give written notice to the Holder at least ten (10) business days
prior to the date on which an Organic Change shall take place.



     4. ISSUE TAX. The issuance of certificates for shares of Common Stock upon the exercise of the
Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any
applicable income taxes) in respect thereof; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of the then Holder of the Warrant being
exercised.



     5. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer
of any shares of Common Stock issued or issuable upon the exercise of any warrant in any manner
which interferes with the timely exercise of this Warrant.



     6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in this Warrant
shall be construed as conferring upon the Holder hereof the right to vote or to consent
or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever
as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of
this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only
to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of
affirmative action by the holder to purchase shares of Common Stock, and no mere enumeration herein
of the rights or privileges of the holder hereof, shall give rise to any liability of such Holder
for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by its creditors.



     7. LEGEND. Each certificate representing shares of Common Stock issuable upon exercise of the
Warrant shall bear a legend substantially in the following form:



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“The securities represented by this certificate have not been registered under the Securities Act
of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated
unless and until such securities are registered under such Act or an opinion of counsel
satisfactory to the Company is obtained to the effect that such registration is not required.”



The foregoing legend shall be removed from the certificates representing any shares of Common Stock
issuable upon exercise of the Warrant, at the request of the holder thereof, at such time as such
shares become eligible for resale pursuant to Rule 144(k) under the 1933 Act.




     8. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. Subject to applicable law, the rights
and obligations of the Company, of the holder of this Warrant and of the holder of shares of Common
Stock issued upon exercise of this Warrant, shall survive the exercise of this Warrant.



     9. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.




     (a) Charter and By-Laws. The Company has made available to the Holder true, complete and
correct copies of the Company Charter and By-Laws, each as amended or restated, through the date
hereof.



     (b) Due Authority. The execution and delivery by the Company of this Warrant and the
performance of all obligations of the Company hereunder, including the issuance to the Holder of
the right to acquire the shares of Common Stock, have been duly authorized by all necessary
corporate action on the part of the Company, and the Warrant is not inconsistent with the Company
Charter or By-Laws, each as amended or restated to date, and constitutes a legal, valid and binding
agreement of the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.



     (c) Consents and Approvals. No consent or approval of, giving of notice to, registration with,
or taking of any other action in respect of any state, federal or other governmental authority or
agency is required with respect to the execution, delivery and performance by the Company of its
obligations under this Warrant, except for any filing required by applicable federal and state
securities laws, which filing will be effective by the time required thereby.



     (d) Issuance of Common Stock. The shares of Common Stock issuable upon exercise of this
Warrant will, upon issuance in accordance with the terms of this Warrant, be duly authorized,
validly issued, fully paid and non-assessable.



     (e) Exempt Transaction. Subject to the accuracy of the Holder’s representations in Section 10
hereof, the issuance of the Common Stock upon exercise of this Warrant will constitute a
transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act in reliance
upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state
securities laws.



     (f) Compliance with Rule 144. At the written request of the Holder who proposes to sell Common
Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the
Securities and Exchange Commission, the Company shall furnish to the Holder, within thirty (30)
days after receipt of such request, a written statement as to whether the Company is in compliance
with the filing requirements of the Securities and Exchange Commission as set forth in such Rule,
as such Rule may be amended from time to time.



     10. REPRESENTATIONS AND COVENANTS OF THE HOLDER.




     This Warrant has been entered into by the Company in reliance upon the following
representations and covenants of the Holder:



     (a) Investment Purpose. The Warrant and the Common Stock issuable upon exercise of the Warrant
are being acquired for investment and not with a view to the sale or distribution of any part
thereof, and the Holder has no present intention of selling or engaging in any public distribution
of the same except pursuant to



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an effective registration statement under the 1933 Act or an
exemption therefrom.




     (b) Private Issue. The Holder understands (i) that neither this Warrant nor the Common Stock
issuable upon exercise of this Warrant has been registered under the 1933 Act or qualified under
applicable state securities laws on the ground that the issuance of this Warrant and the issuance
of the Common Stock upon exercise hereof will be exempt from the registration and qualifications
requirements thereof pursuant to Section 4(2) of the 1933 Act and any applicable state securities
laws, and (ii) that the Company’s reliance on such exemption is predicated on the representations
and covenants set forth in this Section 10.



     (c) Disposition of Holder’s Rights. In no event will the Holder make a disposition of the
Warrant or the Common Stock issuable upon exercise of the Warrant unless and until (i) it shall
have notified the Company of the proposed disposition, and (ii) if requested by the Company, it
shall have furnished the Company with an opinion of counsel (which counsel may either be inside or
outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A)
appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption
from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the
restrictions imposed upon the transferability of any of its rights to acquire Common Stock or
Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial
owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial
owner, and shall terminate as to any particular share of Common Stock when (1) such security shall
have been effectively registered under the 1933 Act and sold by the holder thereof in accordance
with such registration or (2) such security shall have been sold without registration in compliance
with Rule 144 under the 1933 Act or (3) a letter shall have been issued to the Holder at its
request by the staff of the Securities and Exchange Commission or a ruling shall have been issued
to the Holder at its request by such Commission stating that no action shall be recommended by such
staff or taken by such Commission, as the case may be, if such security is transferred without
registration under the 1933 Act in accordance with the conditions set forth in such letter or
ruling and such letter or ruling specifies that no subsequent restrictions on transfer are
required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the
Holder or holder of a share of Common Stock then outstanding as to which such restrictions have
terminated shall be entitled to receive from the Company, without expense to such holder, one or
more new certificates for such shares of Common Stock not bearing any restrictive legend.



     (d) Financial Risk. The Holder has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment and has the ability
to bear the economic risks of its investment.



     (e) Risk of No Registration. The Holder understands that if the Company does not register the
Common Stock with the Securities and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934 (the “1934 Act”), or if a registration statement covering the Warrant or the
Common Stock issuable upon exercise hereof under the 1933 Act is not in effect when the Holder
desires to sell (i) the Warrant or (ii) the Common Stock issuable upon exercise of the Warrant, it
may be required to hold such securities for an indefinite period. The Holder also understands that
any sale of the Warrant or the Common Stock issuable upon exercise of the Warrant which might be
made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the
terms and conditions of that Rule.



     (f) Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501
of Regulation D under the 1933 Act, as presently in effect.



     11. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.



     12. NOTICES. Any notice, request or other document required or permitted to be given or
delivered to the holder hereof or the Company shall be delivered or shall be sent by an established
overnight service provider, or registered or certified mail, postage prepaid, to each such holder
at its address as shown on the books of the Company or to the Company at the address indicated
therefor in the first paragraph of this Warrant or such other address as either may from time to
time provide to the other in accordance with this



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Section.




     13. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any entity succeeding the
Company by merger, consolidation or acquisition of all or substantially all of the Company’s
assets. Subject to applicable law, all of the obligations of the Company relating to the Common
Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this
Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the
successors and assigns of the Holder.



     14. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the several sections
and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of
this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of New York, without giving effect to
principles of conflicts of laws.



     15. LOST WARRANTS. The Company represents and warrants to the Holder hereof that upon receipt
of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation
of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an
indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a
new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.



     16. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of this Warrant. The
Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a
sum in cash equal to such fraction multiplied by the then effective Exercise Price


..

[Signature page follows]




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     IN WITNESS WHEREOF, the undersigned have caused this Warrant to be duly executed by their
authorized officers on the date and year first written above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THOMAS WEISEL PARTNERS

GROUP, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Jack Helfand
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Jack Helfand	 	 
	 

	 	 	 	 	 	Title:
	 	Assistant Secretary	 	 
	Acknowledged and Agreed to:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	NOMURA AMERICA

INVESTMENT, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Faron Webb
 

	 	 	 	 	 	 	 	 
	Name: Faron Webb	 	 	 	 	 	 	 	 
	Title: Attorney-in-Fact	 	 	 	 	 	 	 	 






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Annex A 




SUBSCRIPTION FORM




Date:                     , 200__




Thomas Weisel Partners Group, Inc.

One Montgomery Street

San Francisco, California 94104

Attn: General Counsel




Ladies and Gentlemen:



	 	 	 
	___

	 	The undersigned hereby elects to exercise the warrant issued to
it by Thomas Weisel Partners Group, Inc. (the “Company”) with an effective date
of February 7, 2006 (the “Warrant”) and to purchase thereunder
                                                    
shares of the Common Stock of the Company (the “Shares”)
at a purchase price of Fifteen Dollars
($15.00) per Share or an aggregate purchase price of                                          Dollars
($                    ) (the
“Exercise Price”). Pursuant to the terms of the Warrant, the undersigned has
delivered the Exercise Price herewith in full in cash or by certified check or
wire transfer.
	 
	 	 
	___

	 	The undersigned hereby elects to convert                                         
percent (                    %) of the value of the Warrant pursuant
to the provisions of Section 1.2 of the Warrant.





Please issue a certificate or certificates representing said shares of Common Stock in the name of
the undersigned or in such other name as specified below:




	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	NOMURA AMERICA

INVESTMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







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