Unassociated Document


    WESTWIND
      CAPITAL CORPORATION

     

    SHAREHOLDERS’
      EQUITY AGREEMENT

     

    dated
      as of September 30, 2007 

     

    
      
        

      

    

     

    by
      and among


     

    THOMAS
      WEISEL PARTNERS GROUP, INC.

     

    and

     

    CERTAIN
      FORMER SHAREHOLDERS OF WESTWIND CAPITAL

    CORPORATION

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
                  I

              	 
	 	 	 
	
                RESTRICTIONS
                  ON TRANSFER

              	 
	 	 	 
	
                Section
                  1.01

              	
                General
                  Restrictions on Transfer

              	
                2

              
	
                Section
                  1.02

              	
                Legends

              	
                2

              
	
                Section
                  1.03

              	
                Permitted
                  Transferees

              	
                3

              
	
                Section
                  1.04

              	
                Restrictions
                  on Transfers by Shareholders 

              	
                3

              
	 	 	 
	
                ARTICLE
                  II 

              	 
	 	 	 
	
                REGISTRATION
                  RIGHTS 

              	 
	 	 	 
	
                Section
                  2.01

              	
                Demand
                  Registration 

              	
                5

              
	
                Section
                  2.02

              	
                Piggyback
                  Registration

              	
                8

              
	
                Section
                  2.03

              	
                Lock-Up
                  Agreements

              	
                9

              
	
                Section
                  2.04

              	
                Registration
                  Procedures

              	
                9

              
	
                Section
                  2.05

              	
                Indemnification
                  by the Company 

              	
                13

              
	
                Section
                  2.06 

              	
                Indemnification
                  by Participating Shareholders 

              	
                14

              
	
                Section
                  2.07 

              	
                Conduct
                  of Indemnification Proceedings 

              	
                14

              
	
                Section
                  2.08 

              	
                Contribution

              	
                15

              
	
                Section
                  2.09 

              	
                Participation
                  in Public Offering

              	
                16

              
	
                Section
                  2.10 

              	
                Other
                  Indemnification

              	
                16

              
	
                Section
                  2.11 

              	
                Cooperation
                  by the Company

              	
                16

              
	
                Section
                  2.12 

              	
                No
                  Transfer of Registration Rights 

              	
                16

              
	
                Section
                  2.13 

              	
                Underwritten
                  Offering Committee 

              	
                17

              
	
                Section
                  2.14 

              	
                Term
                  of Registration Rights 

              	
                17

              
	
                Section
                  2.15 

              	
                Other
                  Agreements

              	
                17

              
	 	 	 
	
                ARTICLE
                  III 

              	 
	 	 	 
	
                SHAREHOLDER
                  COVENANTS 

              	 
	 	 	 
	
                Section
                  3.01 

              	
                Confidential
                  Information 

              	
                18

              
	
                Section
                  3.02 

              	
                Noncompetition
                  

              	
                18

              
	
                Section
                  3.03 

              	
                Nonsolicitation
                  of Clients

              	
                20

              
	
                Section
                  3.04 

              	
                Nonsolicitation
                  of Employees 

              	
                21

              
	
                Section
                  3.05 

              	
                Transfer
                  of Client Relationships

              	
                21

              
	
                Section
                  3.06 

              	
                Prior
                  Notice Required

              	
                21

              
	
                Section
                  3.07 

              	
                Shareholder
                  Covenants Generally 

              	
                21

              
	
                Section
                  3.08 

              	
                Damages
                  

              	
                22

              
	
                Section
                  3.09 

              	
                Arbitration
                  

              	
                24

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
                  IV

              	 
	 	 	 
	
                MISCELLANEOUS
                  

              	 
	 	 	 
	
                Section
                  4.01 

              	
                Binding
                  Effect; Assignability; Benefit 

              	
                24

              
	
                Section
                  4.02 

              	
                Notices

              	
                24

              
	
                Section
                  4.03 

              	
                Waiver;
                  Amendment; Termination

              	
                25

              
	
                Section
                  4.04 

              	
                Fees
                  and Expenses

              	
                25

              
	
                Section
                  4.05 

              	
                Governing
                  Law

              	
                26

              
	
                Section
                  4.06 

              	
                Jurisdiction

              	
                26

              
	
                Section
                  4.07 

              	
                WAIVER
                  OF JURY TRIAL 

              	
                26

              
	
                Section
                  4.08 

              	
                Specific
                  Enforcement 

              	
                26

              
	
                Section
                  4.09 

              	
                Counterparts;
                  Effectiveness

              	
                26

              
	
                Section
                  4.10 

              	
                Entire
                  Agreement

              	
                26

              
	
                Section
                  4.11 

              	
                Captions

              	
                26

              
	
                Section
                  4.12 

              	
                Severability

              	
                27

              
	 	 	 
	
                ARTICLE
                  V 

              	 
	 	 	 
	
                DEFINITIONS
                  

              	 
	 	 	 
	
                Section
                  5.01 

              	
                Definitions
                  

              	
                27

              
	 	 	 
	
                Exhibit
                  A:

              	
                Joinder
                  Agreement to Westwind Capital Corporation Shareholders’ Equity Agreement
                  

              	 
	 	 	 
	
                Schedule
                  I

              	
                Managing
                  Directors with Level 1 Equity

              	 
	
                Schedule
                  II

              	
                Managing
                  Directors with Level 2 Equity

              	 
	
                Schedule
                  III

              	
                Certain
                  Employees

              	 
	
                Section
                  IV

              	
                Affiliates
                  of Westwind

              	 


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    WESTWIND
      CAPITAL CORPORATION SHAREHOLDERS’ EQUITY

    AGREEMENT
      

     

    This
      WESTWIND CAPITAL CORPORATION SHAREHOLDERS’ EQUITY AGREEMENT (this “Agreement”),
      dated
      as of September 30, 2007 is entered into by and between Thomas Weisel Partners
      Group, Inc., a Delaware corporation (the “Company”)
      and
      the persons listed on the signature page hereof (each, a “Shareholder”).
      For
      the purposes of this Agreement, (i) “Shareholder” shall mean, if such person
      shall have “Transferred” any of his or her “Company Securities” to any of his or
      her respective “Permitted Transferees” (as such terms are defined below), such
      person and such Permitted Transferees, taken together, and any right, obligation
      or action that may be exercised or taken at the election of such person may
      be
      taken at the election of such person and such Permitted Transferees, and (ii)
      where any Shareholder is a corporation controlled by an individual that is
      employed by the Firm or a trust created for the benefit of such individual
      and/or his or her Family Member (as defined below), “Shareholder” shall also
      include such individual. Capitalized terms used have the meanings set forth
      in
      Article V.

     

    RECITALS
      

     

    WHEREAS,
      pursuant to the Arrangement Agreement (the “Arrangement
      Agreement”),
      dated
      as of September 30, 2007, by and among the Company, TWP Acquisition Company
      (Canada), Inc., a corporation organized under the Ontario Business Corporations
      Act and a wholly-owned subsidiary of the Company, Westwind Capital Corporation,
      a corporation organized under the Ontario Business Corporations Act
      (“Westwind”)
      and
      Lionel Conacher, as Shareholders’ Representative, the Company has agreed to
      indirectly acquire all of the outstanding shares of Westwind pursuant to the
      Plan of Arrangement (as defined in the Arrangement Agreement). 

     

    WHEREAS,
      upon the completion of the Arrangement and subject to the terms and conditions
      set out in the Arrangement Agreement and the Plan of Arrangement, the
      Shareholders will receive cash, Common Shares and/or Exchangeable Shares.


     

    WHEREAS,
      the parties hereto acknowledge that each Shareholder, as a result of his, her
      or
      its relationship with the Company and Westwind, has obtained knowledge of the
      Confidential Information (as defined below), and that the Company’s future
      businesses rely, to a significant extent, upon such Confidential Information
      and
      the goodwill of the Company and Westwind in general. 

     

    WHEREAS,
      the parties hereto acknowledge that, upon the completion of the Arrangement,
      the
      Shareholders may sell or dispose of their Company Securities (as defined below),
      subject to the terms and conditions set out in this Agreement, and receive
      substantial benefits as a result of the transactions contemplated by the
      Arrangement Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      the parties hereto desire to enter into this Agreement to govern certain of
      their rights, duties and obligations after consummation of the transactions
      contemplated by the Arrangement Agreement. 

     

    NOW,
      THEREFORE, in consideration of the covenants and agreements contained herein
      and
      in the Arrangement Agreement, the parties hereto agree as follows: 

     

    ARTICLE
      I 

     

    RESTRICTIONS
      ON TRANSFER 

     

    Section
      1.01 General
      Restrictions on Transfer.
      (a)
      Each Shareholder understands and agrees that the Company Securities received
      by
      such Shareholder upon consummation of the transactions contemplated by the
      Arrangement Agreement have been issued or delivered by Canadian Sub pursuant
      to
      exemptions from the registration and prospectus requirements of applicable
      securities legislation in Canada and the United States. Accordingly, such
      Company Securities have not been registered under the Securities Act and may
      be
      subject to transfer restrictions under the Securities Act and the rules and
      regulations promulgated thereunder. Each Shareholder agrees that he, she or
      it
      shall not Transfer any Company Securities (or solicit any offers in respect
      of
      any Transfer of any Company Securities), except in compliance with the
      Securities Act, any other applicable securities or “blue sky” laws, and the
      terms and conditions of this Agreement. 

     

    (b)
      Any
      attempt to Transfer any Company Securities otherwise than in compliance with
      this Agreement shall be null and void, and the Company shall not, and shall
      cause any transfer agent not to, give any effect in the Company’s or Canadian
      Sub’s stock records to such attempted Transfer. 

     

    Section
      1.02 Legends.
      (a) In
      addition to any other legend that may be required under the Arrangement
      Agreement or otherwise, each certificate for Company Securities issued to the
      Shareholders shall bear a legend in substantially the following form (it being
      understood that the first sentence of the following legend shall only be set
      forth on certificates for Company Securities issued to Shareholders listed
      on
Schedule
      V1):

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH
      RULE 145 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THIS SECURITY
      IS
      ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WESTWIND
      CAPITAL CORPORATION SHAREHOLDERS’ EQUITY AGREEMENT, DATED AS OF SEPTEMBER 30,
      2007, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THOMAS WEISEL PARTNERS
      GROUP, INC. OR ANY SUCCESSOR THERETO.

    
      

    

    1         Schedule
      V to identify affiliates of Westwind and affiliates of Thomas Weisel Partners
      Group, Inc. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (b)
      If
      any Company Securities shall cease to be Registrable Securities under clause
      (i)
      or clause (ii) of the definition thereof, the Company, upon the written request
      of the holder thereof, shall issue to such holder a new certificate evidencing
      such Company Securities without the first sentence of the legend required by
      Section
      1.02(a)
      endorsed
      thereon. If any Company Securities cease to be subject to any and all
      restrictions on Transfer set forth in this Agreement, the Company, upon the
      written request of the holder thereof, shall issue, or cause to be issued,
      to
      such holder a new certificate evidencing such Company Securities without the
      last sentence of the legend required by Section
      1.02(a)
      endorsed
      thereon. 

     

    Section
      1.03 Permitted
      Transferees.
      Notwithstanding anything to the contrary in this Agreement, a Shareholder may
      at
      any time Transfer any or all of his, her or its Company Securities to one or
      more of his or her Permitted Transferees without the consent of the Company
      so
      long as (a) such Permitted Transferee has agreed in writing to be bound by
      the
      terms of this Agreement pursuant to a Joinder Agreement in the form of Exhibit
      A
      attached hereto, and (b) the Transfer to such Permitted Transferee is in
      compliance with the Securities Act and any other applicable securities or “blue
      sky” laws. 

     

    Section
      1.04 Restrictions
      on Transfers by Shareholders.
      (a)
      Subject to Sections
      1.04(b),
      1.04(c)
      and
1.04(d),
      a
      Shareholder shall not Transfer any of his or her Company Securities until after
      February 7, 2011, except to one or more of his or her Permitted Transferees
      in
      accordance with Section
      1.03.
      

     

    (b)
      Notwithstanding the provisions of Section
      1.04(a),
      a
      Shareholder may Transfer any of his or her Company Securities as follows:


     

    (i)
      in a
      Public Offering in connection with the exercise of his, her or its rights under
      Section
      2.01
      or
Section
      2.02,
      subject
      to the limitations set forth therein and subject to the restriction that no
      more
      than twenty (20)
      percent of the Company Securities that such Shareholder received in exchange
      for
      such Shareholder’s shares of Westwind pursuant to the transactions contemplated
      by the Arrangement Agreement may be Transferred during the twelve month period
      following the Closing Date; or

     

    (ii)
      following the termination of the employment of such Shareholder by the Company
      due to the Shareholder’s death or disability, in a Transfer that complies with
      applicable securities laws; or


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (iii)
      subject to the approval of the Underwritten Offering Committee (not to be
      unreasonably withheld or delayed), in a Transfer with or without
      consideration of any kind (A) to a spouse, sibling and/or parent of the
      Shareholder and/or any parent or lineal descendant of any of the foregoing
      or of
      the Shareholder and/or any spouse of any of the foregoing (each, a “Family
      Member”),
      (B) a
      trust that is for the exclusive benefit of such Shareholder and/or one or more
      Family Members and/or any institution qualified as tax exempt under Section
      501(c)(3) of the Code or that is a “registered charity” within the meaning of
      the Tax Act (“Charitable
      Organization”)
      or a
      corporation that is for the exclusive benefit of such Shareholder and/or one
      or
      more Family Members or (C)
      any
      Charitable Organization; provided,
      however,
      that in
      each case any such transferee shall have agreed in writing to be bound by the
      terms of this Agreement pursuant to a Joinder Agreement in the form of Exhibit
      A
      attached hereto, and such Transfer is in compliance with the Securities Act
      and
      any other applicable securities or “blue sky” laws. 

     

    (c)
      The
      restrictions on Transfers set forth in Section
      1.04(a)shall
      not
      terminate with respect to any Company Securities that have been pledged to
      the
      Company as security in connection with the Shareholder Covenants until such
      time
      as the Shareholder Covenants shall have expired. 

     

    (d)
      The
      restrictions on Transfers set forth in Section
      1.04(a)shall
      terminate automatically upon a Change of Control. 

    


    ARTICLE
      II

     

    REGISTRATION
      RIGHTS 

     

    The
      Company shall use its reasonable best efforts to (i) effect the registration
      under the Securities Act of the Common Shares delivered upon exchange of the
      Exchangeable Shares, (ii) register or qualify for sale such Common Shares under
      such other securities or "blue sky" laws of each jurisdiction in the United
      States or Canada for which such registration or qualification is necessary,
      (iii) list such Common Shares on the principal national securities exchange
      on
      which the Common Stock is then listed or traded and (iv) maintain such
      registration, qualification or listing effective for the period that the
      Exchangeable Shares remain outstanding (other than with respect to Exchangeable
      Shares held by the Company or its Affiliates). In furtherance of the foregoing,
      on or before the later of (x) 45 days following the Closing Date or (y) 10
      Business Days following the date the Company files its Annual Report on Form
      10-K (or a successor form) for the year ended December 31, 2007, the Company
      shall file a registration statement on Form S-3 (or other applicable form as
      determined by the Company) under the Securities Act (the “Exchangeable
      Share Registration Statement”)
      covering the Common Shares delivered upon exchange of the Exchangeable Shares,
      provided that the Company may defer the filing of a registration statement
      pursuant to this paragraph for a reasonable period of time not exceeding 60
      days
      if at the time the Company would be obligated to so file, there is material
      non-public information regarding the Company which, in the judgment of the
      Board, is not in the Company’s best interest to disclose and which the Company
      is not otherwise required to disclose or there is a significant business
      opportunity (including, but not limited to, the acquisition or disposition
      of
      assets (other than in the ordinary course of business) or any merger,
      consolidation, tender offer or other similar transaction) available to the
      Company which, in the judgment of the Board, is not in the Company’s best
      interest to disclose. Each Shareholder acknowledges that it shall be entitled
      to
      exercise its exchange, redemption or similar rights with respect to any
      Exchangeable Shares held by such Shareholder only at a time in which the
      Exchangeable Share Registration Statement is effective; provided that the
      Company agrees that it will maintain the Exchangeable Share Registration
      Statement effective for a minimum of at least 180 days in each annual period
      beginning February 7, 2009. The Company shall prepare and file with the SEC
      such
      renewals, amendments and supplements to such registration statement, including
      any prospectus used in connection therewith, as may be necessary to keep such
      registration statement effective until the date as of which there are no
      Exchangeable Shares outstanding. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    Section
      2.01 Demand
      Registration.
      (a) If
      at any time following February 7, 2009, the Company shall receive a request
      from
      a Shareholder (the “Requesting
      Shareholder”)
      that
      the Company effect the registration under the Securities Act of all or any
      portion of such Requesting Shareholder’s Registrable Securities, and specifying
      the intended method of disposition thereof, then the Company shall promptly
      give
      notice of such requested registration (each such request shall be referred
      to
      herein as a “Demand
      Registration”)
      to the
      Other Shareholders. The Company shall use its commercially reasonable efforts
      to
      effect, subject to the provisions of Section
      2.01(f),
      the
      registration under the Securities Act of the Registrable Securities for which
      the Requesting Shareholders have requested registration under this Section
      2.01
      and all
      other Registrable Securities of the same class as those requested to be
      registered by the Requesting Shareholders that any Other Shareholders with
      rights to request registration under Section
      2.02
      (all
      such Other Shareholders, together with the Requesting Shareholders, the
“Registering
      Shareholders”)
      have
      requested the Company to register by request received by the Company within
      five
      (5) Business Days after such Other Shareholders receive the Company’s notice of
      the Demand Registration, all to the extent necessary to permit the disposition
      (in accordance with the intended methods thereof as aforesaid) of the
      Registrable Securities so to be registered, provided
      that,


     

    (i)
      subject to Section
      2.01(d),
      the
      Company shall not be obligated to effect more than three Demand Registrations
      in
      any twelve-month period,

     

    (ii) the
      Company shall not be obligated to effect a Demand Registration unless the
      aggregate number of shares of the Registrable Securities requested to be
      included in such Demand Registration equals or exceeds 15% of the aggregate
      Common Shares (including Common Shares issuable upon exchange of Exchangeable
      Shares) issued in connection with the transactions contemplated by the
      Arrangement Agreement,

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (iii) the
      Company shall not be obligated to include in such registration a number of
      Registrable Securities of the Shareholder which exceeds such Shareholder’s Pro
      Rata Portion (unless any Other Shareholder who is an Eligible Shareholder shall
      choose not to participate in such registration up to the full amount of such
      Other Shareholder’s Pro Rata Portion, in which case each Registering Shareholder
      may choose to increase the number of Registrable Securities to be included
      in
      such registration by his or her Pro Rata Portion of the Shortfall subject to
      the
      provisions of Section 2.01(e)) (the limitation in clause (ii) and (iii) of
      this
Section
      2.01(a),
      the
“Public
      Offering Limitation”),
      

     

    (iv) in
      no event shall the Company be required to effect a Demand Registration from
      any
      Registering Shareholder unless such Registering Shareholder at the time the
      request is made (x) continues to be actively engaged in the businesses of the
      Firm (in the reasonable judgment of the Underwritten Offering Committee), (y)
      has suffered a termination of employment by the Firm without Cause or resulting
      from a disability or (z) is a Permitted Transferee (a Shareholder who fulfills
      the criteria in clauses (x)-(z) of this Section
      2.01(a)(iii),
      an
“Eligible
      Shareholder”),
      and


     

    (v) The
      Company shall not be required to effect a Demand Registration within 120 days
      of
      a Piggyback Registration effected pursuant to Section
      2.02
      or a
      demand registration effected pursuant to the Partners’ Equity Agreement.


    


    (b)
      Promptly after the expiration of the five (5) Business-Day period referred
      to in
Section
      2.01(a),
      the
      Company will notify all Registering Shareholders of the identities of the other
      Registering Shareholders and the number of shares of Registrable Securities
      requested to be included therein. At any time prior to the effective date of
      the
      registration statement relating to such registration, the Requesting Shareholder
      may revoke such request, without liability to any of the other Registering
      Shareholders, by providing a notice to the Company revoking such request. A
      request, so revoked, shall be considered to be a Demand Registration unless
      (i)
      such revocation arose out of the fault of the Company (in which case the Company
      shall be obligated to pay all Registration Expenses in connection with such
      revoked request) or (ii) the Requesting Shareholder reimburses the Company
      for
      all Registration Expenses in connection with such revoked request.

     

    (c)
      The
      Company shall be liable for and pay all Registration Expenses in connection
      with
      any Demand Registration, regardless of whether such Registration is effected,
      except as set forth in Section
      2.01(b).
      

     

    (d)
      A
      Demand Registration shall not be deemed to have occurred:

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (i)
      unless the registration statement relating thereto has become effective under
      the Securities Act; provided
      that
      such registration statement shall not be considered a Demand Registration if,
      after such registration statement becomes effective, such registration statement
      is interfered with by any stop order, injunction or other order or requirement
      of the SEC or other governmental agency or court; or

     

    (ii)
      if
      the Maximum Offering Size is reduced in accordance with Section
      2.01(e)
      such
      that less than 66 2/3% of the Registrable Securities of the Registering
      Shareholders sought to be included in such registration are included.


     

    (e)
      If a
      Demand Registration involves an underwritten Public Offering and the managing
      underwriter advises the Company and the Registering Shareholders that, in its
      view, the number of shares of Registrable Securities requested to be included
      in
      such registration (including any securities that the Company proposes to be
      included or are otherwise contractually required to be included that are not
      Registrable Securities under this Agreement) exceeds the largest number of
      shares that can be sold without having an adverse effect on such offering,
      including the price at which such shares can be sold (the “Maximum
      Offering Size”),
      the
      Company shall include in such registration, in the priority listed below, up
      to
      the Maximum Offering Size:

     

    (i)
      first, so much of the Company Securities proposed to be registered for the
      account of the Company as would not cause the offering to exceed the Maximum
      Offering Size,

     

    (ii)
      second, all Registrable Securities requested to be included in such registration
      by the Registering Shareholders who are Eligible Shareholders and all Company
      Securities contractually required to be registered for the account of any other
      Persons (allocated, if necessary for the offering not to exceed the Maximum
      Offering Size, pro rata among such Holders and such other Persons on the basis
      of the relative number of Registrable Securities or such other Company
      Securities so requested to be included in such registration by each such
      Registering Shareholder and such other Person), and

     

    (iii)
      third, any Company Securities proposed, but not contractually required, to
      be
      registered for the account of any other Persons with such priorities among
      them
      as the Company may determine. 

     

    (f)
      Upon
      notice to each Requesting Shareholder, the Company may defer the filing of
      a
      registration statement pursuant to this Section
      2.01
      for a
      reasonable period of time not exceeding 90 days if (i) at the time the Company
      receives the request for such Demand Registration, there is (A) material
      non-public information regarding the Company which, in the judgment of the
      Board, is not in the Company’s best interest to disclose and which the Company
      is not otherwise required to disclose or (B)
      there
      is a significant business opportunity (including, but not limited to, the
      acquisition or disposition of assets (other than in the ordinary course of
      business) or any merger, consolidation, tender offer or other similar
      transaction) available to the Company which, in the judgment of the Board,
      is
      not in the Company’s best interest to disclose; or (ii)
      prior to receiving the request for such Demand Registration, the Company has
      determined to effect an offering in connection with which equity securities
      of
      the Company are sold to an underwriter or underwriters for reoffering to the
      public pursuant to an effective registration statement under the Securities
      Act,
      and the Company has determined to proceed with such offering. 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Section
      2.02 Piggyback
      Registration.
      (a) If
      the Company proposes to register any of the equity securities issued by it
      under
      the Securities Act (other than a registration relating to Common Shares issuable
      upon exercise of employee stock options or in connection with any employee
      benefit or similar plan of the Company or in connection with a direct or
      indirect acquisition by the Company of another Person on Form S-8 or S-4, or
      any
      successor or similar forms or pursuant to the Exchangeable Share Registration
      Statement), whether or not for sale for its own account, the Company shall
      each
      such time give notice at least ten (10) Business Days prior to the anticipated
      filing date of the registration statement relating to such registration to
      each
      Shareholder (so long as such Shareholder is then an Eligible Shareholder),
      which
      notice shall set forth such Shareholder’s rights under this Section
      2.02
      and
      shall offer such Shareholder the opportunity to include in such registration
      statement the number of Registrable Securities of the same class or series
      as
      those proposed to be registered as such Shareholder may request (a “Piggyback
      Registration”),
      subject to the provisions of Section
      2.02(b)
      and the
      Public Offering Limitation. Upon the request of such Shareholder (if such
      Shareholder is then an Eligible Shareholder) made within five (5) Business
      Days
      after the receipt of notice from the Company (which request shall specify the
      number of Registrable Securities intended to be registered by such Shareholder),
      the Company shall use its commercially reasonable efforts to effect the
      registration under the Securities Act of all Registrable Securities that the
      Company has been so requested to register by all such other Shareholders, to
      the
      extent necessary to permit the disposition of the Registrable Securities so
      to
      be registered, provided
      that (i)
      if such registration involves an underwritten public offering, all such
      Shareholders requesting to be included in the Company’s registration must sell
      their Registrable Securities to the underwriters selected by the Company on
      the
      same terms and conditions as apply to the Company or the other selling
      shareholders, as applicable, and (ii) if, at any time after giving notice of
      its
      intention to register any Company Securities pursuant to this Section
      2.02(a)
      and
      prior to the effective date of the registration statement filed in connection
      with such registration, the Company shall determine for any reason not to
      register such securities, the Company shall give notice to all such Shareholders
      and, thereupon, shall be relieved of its obligation to register any Registrable
      Securities in connection with such registration. No registration effected under
      this Section
      2.02
      shall
      relieve the Company of its obligations to effect a Demand Registration to the
      extent required by Section
      2.01.
      The
      Company shall pay all Registration Expenses in connection with each Piggyback
      Registration. 

     

    
      
        
        

      

      
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    (b)
      If a
      Piggyback Registration involves an underwritten Public Offering (other than
      any
      Demand Registration, in which case the provisions with respect to priority
      of
      inclusion in such offering set forth in Section
      2.01(e)
      shall
      apply) and the managing underwriter advises the Company that, in its view,
      the
      number of Company Securities that the Company and such Shareholders and all
      other shareholders of the Company intend to include in such registration exceeds
      the Maximum Offering Size, the Company shall include in such registration,
      in
      the following priority, up to the Maximum Offering Size: 

     

    (i)
      first, so much of the Company Securities proposed to be registered for the
      account of the Company as would not cause the offering to exceed the Maximum
      Offering Size, and 

     

    (ii)
      second, all Registrable Securities requested to be included in such registration
      by any Shareholders who are Eligible Shareholders pursuant to Section
      2.02
      and all
      securities contractually required to be registered for the account of any other
      Persons (allocated, if necessary for the offering not to exceed the Maximum
      Offering Size, pro rata among such Shareholders and such other Persons on the
      basis of the relative number of Registrable Securities or such other Company
      Securities so requested to be included in such registration by each such
      Shareholder and such other Person), and 

     

    (iii)
      third, any Company Securities proposed, but not contractually required, to
      be
      registered for the account of any other Persons with such priorities among
      them
      as the Company shall determine. 

     

    Section
      2.03 Lock-Up
      Agreements.
      If any
      registration of Registrable Securities shall be effected in connection with
      a
      Public Offering, each Shareholder shall not offer to sell, contract to sell,
      or
      otherwise sell, dispose of, loan, pledge or grant any rights with respect to
      any
      Common Shares, any options or warrants to purchase any Common Shares, or any
      securities convertible into or exchangeable for any Common Shares now owned
      or
      hereafter acquired directly by such Shareholder or with respect to which such
      Shareholder has or hereafter acquires the power of disposition (except as part
      of such Public Offering) during the period beginning on the effective date
      of
      the applicable registration statement until the earlier of (i) such time as
      the
      Company and the managing underwriter shall agree and (ii) 215 days (such period,
      the “Lock-Up
      Period”
for
      the
      applicable registration statement). 

     

    Section
      2.04 Registration
      Procedures.
      Whenever a Shareholder requests that any Registrable Securities be registered
      pursuant to Section
      2.01
      or
2.02,
      subject
      to the provisions of such Sections, the Company shall use its commercially
      reasonable efforts to effect the registration and the sale of such Registrable
      Securities in accordance with the intended method of disposition thereof as
      quickly as practicable and, in connection with any such request: 

     

    
      
        
        

      

      
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    (a)
      The
      Company shall prepare and file with the SEC a registration statement on any
      form
      for which the Company then qualifies or that counsel for the Company shall
      deem
      appropriate and which form shall be available for the sale of the Registrable
      Securities to be registered thereunder in accordance with the intended method
      of
      distribution thereof, and use its commercially reasonable efforts to cause
      such
      filed registration statement to become and remain effective for a period of
      not
      less than 180 days (or such shorter period in which all of the Registrable
      Securities of the Registering Shareholders included in such registration
      statement shall have actually been sold thereunder). 

     

    (b)
      Prior
      to filing a registration statement or prospectus or any amendment or supplement
      thereto, the Company shall, if requested, furnish to each participating
      Shareholder and each underwriter, if any, of the Registrable Securities covered
      by such registration statement copies of such registration statement as proposed
      to be filed, and thereafter, to the extent such documents are not publicly
      available on the SEC’s EDGAR website, the Company shall furnish to such
      Shareholder and each underwriter, without charge, at least one conformed copy
      of
      each registration statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference, and all exhibits to the extent requested
      by
      such Shareholder (including those previously furnished or incorporated by
      reference) promptly after the filing of such documents with the SEC. The
      Shareholder shall have the right to request that the Company modify any
      information contained in such registration statement, amendment and supplement
      thereto pertaining to such Shareholder and the Company shall use its
      commercially reasonable efforts to comply with such request; provided,
      however,
      that
      the Company shall not have any obligation so to modify any information if the
      Company reasonably expects that doing so would cause the prospectus to contain
      an untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein not
      misleading. 

     

    (c)
      After
      the filing of the registration statement, the Company shall (i) cause the
      related prospectus to be supplemented by any required prospectus supplement,
      and, as so supplemented, to be filed pursuant to Rule 424 under the Securities
      Act, (ii) comply with the provisions of the Securities Act with respect to
      the
      disposition of all Registrable Securities covered by such registration statement
      during the applicable period in accordance with the intended methods of
      disposition by the Registering Shareholders thereof set forth in such
      registration statement or supplement to such prospectus and (iii) promptly
      notify each Registering Shareholder holding Registrable Securities covered
      by
      such registration statement of any stop order issued or threatened by the SEC
      or
      any state securities commission and take all reasonable actions required to
      prevent the entry of such stop order or to remove it if entered.

     

    
      
        
        

      

      
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    (d)
      The
      Company shall use its commercially reasonable efforts to (i) register or qualify
      the Registrable Securities covered by such registration statement under such
      other securities or “blue sky” laws of such jurisdictions in the United States
      as any
      Registering Shareholder holding such Registrable Securities reasonably (in
      light
      of such Shareholder’s intended plan of distribution) requests (ii) obtain all
      necessary exemptions under applicable securities laws of any jurisdictions
      of
      Canada as may be required for the resale of such Registrable Securities without
      qualification with or approval of or the filing of any other any prospectus,
      offering memorandum or similar document, or the taking of any proceeding with,
      or the obtaining of any further order, ruling or consent from, any securities
      regulatory authorities in such jurisdictions (other than with respect to such
      first resale, any restrictions on transfer by reason of a holder being a
“control person” of the Company for purposes of such securities laws) and
(iii)
      cause such Registrable Securities to be registered with or approved by such
      other governmental agencies or authorities as may be necessary by virtue of
      the
      business and operations of the Company and do any and all other acts and things
      that may be reasonably necessary or advisable to enable such Shareholder to
      consummate the disposition of the Registrable Securities owned by such
      Shareholder; provided
      that the
      Company shall not be required to (A) qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section
      2.04(d),
      (B)
      subject itself to taxation in any such jurisdiction or (C) consent to general
      service of process in any such jurisdiction. 

     

    (e)
      The
      Company shall immediately notify each Registering Shareholder holding such
      Registrable Securities covered by such registration statement, at any time
      when
      a prospectus relating thereto is required to be delivered under the Securities
      Act, of the occurrence of an event requiring the preparation of a supplement
      or
      amendment to such prospectus so that, as thereafter delivered to the purchasers
      of such Registrable Securities, such prospectus will not contain an untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading and
      promptly prepare and make available to each such Shareholder and file with
      the
      SEC any such supplement or amendment. 

     

    (f)
      The
      Company shall select an underwriter or underwriters in connection with any
      Public Offering. In connection with any Public Offering, the Company shall
      enter
      into customary agreements (including an underwriting agreement in customary
      form) and take such all other actions as are reasonably required in order to
      expedite or facilitate the disposition of such Registrable Securities in any
      such Public Offering, including the engagement of a “qualified independent
      underwriter” in connection with the qualification of the underwriting
      arrangements with the NASD.

     

    
      
        
        

      

      
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    (g)
      Upon
      execution of confidentiality agreements in form and substance reasonably
      satisfactory to the Company, the Company shall make available for inspection
      by
      any Registering Shareholder and any underwriter participating in any disposition
      pursuant to a registration statement being filed by the Company pursuant to
      this
Section
      2.04
      and any
      attorney, accountant or other professional retained by any such Shareholder
      or
      underwriter (collectively, the “Inspectors”),
      all
      financial and other records, pertinent corporate documents and properties of
      the
      Company (collectively, the “Records”)
      as
      shall be reasonably necessary or desirable to enable them to exercise their
      due
      diligence responsibility, and cause the Company’s officers, directors and
      employees to supply all information reasonably requested by any Inspectors
      in
      connection with such registration statement. Records that the Company
      determines, in good faith, to be confidential and that it notifies the
      Inspectors are confidential shall not be disclosed by the Inspectors unless
      (i)
      disclosure of such information is required by court or administrative order
      or
      is necessary to respond to inquiries of regulatory authorities; (ii) disclosure
      of such information, in the opinion of counsel to such Person, is required
      by
      law; (iii) such information becomes generally available to the public other
      than
      as a result of a disclosure or failure to safeguard by such Person or (iv)
      such
      information becomes available to such Person from a source other than the
      Company and such source is not known by such Person to be bound by a
      confidentiality agreement with the Company. The Shareholder agrees that
      information obtained by it as a result of such inspections shall be deemed
      confidential and shall not be used by it or its Affiliates as the basis for
      any
      market transactions in the Company Securities unless and until such information
      is made generally available to the public. The Shareholder further agrees that,
      upon learning that disclosure of such Records is required by court or
      administrative order or necessary to respond to inquiries of regulatory
      authorities, it shall give prompt notice to the Company in advance of such
      disclosure and allow the Company to undertake appropriate action to prevent
      disclosure of the Records deemed confidential. 

     

    (h)
      The
      Company shall furnish to each Registering Shareholder and to each such
      underwriter, if any, a signed counterpart, addressed to such Shareholder or
      underwriter, of a comfort letter or comfort letters from the Company’s
      independent public accountants, in form and substance as are customary in
      connection with underwritten public offerings. 

     

    (i)
      The
      Company may require each such Registering Shareholder promptly to furnish in
      writing to the Company such information regarding the distribution of the
      Registrable Securities as the Company may from time to time reasonably request
      and such other information as may be legally required in connection with such
      registration. 

     

    (j)
      The
      Shareholder agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section
      2.04(e),
      such
      Shareholder shall forthwith discontinue disposition of Registrable Securities
      pursuant to the registration statement covering such Registrable Securities
      until such Shareholder’s receipt of the copies of the supplemented or amended
      prospectus contemplated by Section
      2.04(e),
      and, if
      so directed by the Company, such Shareholder shall deliver to the Company all
      copies, other than any permanent file copies then in such Shareholder’s
      possession, of the most recent prospectus covering such Registrable Securities
      at the time of receipt of such notice. If the Company shall give such notice,
      the Company shall extend the period during which such registration statement
      shall be maintained effective (including the period referred to in Section
      2.04(a))
      by the
      number of days during the period from and including the date of the giving
      of
      notice pursuant to Section
      2.04(e)
      to the
      date when the Company shall make available to such Shareholder a prospectus
      supplemented or amended to conform with the requirements of Section
      2.04(e).
      

     

    
      
        
        

      

      
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    (k)
      The
      Company shall use its commercially reasonable efforts to list all Registrable
      Securities covered by such registration statement on any securities exchange
      or
      quotation system on which any of the Registrable Securities are then listed
      or
      traded. 

     

    (l)
      The
      Company shall have appropriate officers of the Company (i) prepare and make
      presentations at any “road shows” and before analysts and rating agencies, as
      the case may be, (ii) take other actions to obtain ratings for any Registrable
      Securities and (iii) otherwise use their commercially reasonable efforts to
      cooperate as reasonably requested by the underwriters in the offering, marketing
      or selling of the Registrable Securities. 

    


    Section
      2.05 Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Registering Shareholder
      holding Registrable Securities covered by a registration statement, its
      officers, directors, employees, partners and agents, and each Person, if any,
      who controls such Shareholder (within the meaning of Section 15 of the
      Securities Act) from and against any and all losses, claims, damages,
      liabilities and expenses (including reasonable expenses of investigation and
      reasonable attorneys’ fees and expenses) (“Damages”)
      arising out of or relating to any untrue statement or alleged untrue statement
      of a material fact contained in any registration statement or prospectus
      relating to the Registrable Securities (as amended or supplemented if the
      Company shall have furnished any amendments or supplements thereto) or any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, except insofar as
      such
      Damages are caused by or related to any such untrue statement or omission or
      alleged untrue statement or omission so made based upon information furnished
      in
      writing to the Company by such Shareholder or on such Shareholder’s behalf
      expressly for use therein; provided
      that,
      with respect to any untrue statement or omission or alleged untrue statement
      or
      omission made in any preliminary prospectus, or in any prospectus, as the case
      may be, the indemnity agreement contained in this paragraph shall not apply
      to
      the extent that any Damages result from the fact that a current copy of the
      prospectus (or such amended or supplemented prospectus, as the case may be)
      was
      not sent or given to the Person asserting any such Damages at or prior to the
      time of the sale of the Registrable Securities concerned to such Person if
      it is
      determined that the Company has provided such prospectus to such Shareholder
      and
      it was the responsibility of such Shareholder to provide such Person with a
      current copy of the prospectus (or such amended or supplemented prospectus,
      as
      the case may be) and such current copy of the prospectus (or such amended or
      supplemented prospectus, as the case may be) would have cured the defect giving
      rise to such Damages. The Company also agrees to indemnify any underwriters
      of
      the Registrable Securities, their officers and directors and each Person who
      controls such underwriters (within the meaning of Section 15 of the Securities
      Act) on substantially the same basis as that of the indemnification of the
      Shareholders provided in this Section
      2.05.
      

     

    
      
        
        

      

      
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    Section
      2.06 Indemnification
      by Participating Shareholders.
      Each
      Shareholder holding Registrable Securities included in any registration
      statement agrees to indemnify and hold harmless the Company, its officers,
      directors, agents and employees and each Person who controls the Company (within
      the meaning of Section 15 of the Securities Act) to the same extent as the
      foregoing indemnity from the Company to such Shareholder, but only (i) with
      respect to information furnished in writing by such Shareholder or on such
      Shareholder’s behalf expressly for use in any registration statement or
      prospectus relating to the Registrable Securities, or any amendment or
      supplement thereto, or any preliminary prospectus or (ii) to the extent that
      any
      Damages result from the fact that a current copy of the prospectus (or such
      amended or supplemented prospectus, as the case may be) was not sent or given
      to
      the Person asserting any such Damages at or prior to the time of the sale of
      the
      Registrable Securities concerned to such Person if it is determined that it
      was
      the responsibility of such Shareholder to provide such Person with a current
      copy of the prospectus (or such amended or supplemented prospectus, as the
      case
      may be) and such current copy of the prospectus (or such amended or supplemented
      prospectus, as the case may be) would have cured the defect giving rise to
      such
      loss, claim, damage, liability or expense. The Shareholder also agrees to
      indemnify and hold harmless underwriters of the Registrable Securities, their
      officers and directors and each Person who controls such underwriters (within
      the meaning of Section 15 of the Securities Act) on substantially the same
      basis
      as that of the indemnification of the Company provided in this Section
      2.06.
      As a
      condition to including Registrable Securities in any registration statement
      filed in accordance with Article
      II,
      the
      Company may require that it shall have received an undertaking reasonably
      satisfactory to it from any underwriter to indemnify and hold it harmless to
      the
      extent customarily provided by underwriters with respect to similar securities.
      

     

    Section
      2.07 Conduct
      of Indemnification Proceedings.
      If any
      proceeding (including any governmental investigation) shall be instituted
      involving any Person in respect of which indemnity may be sought pursuant to
      this Article
      II,
      such
      Person (an “Indemnified
      Party”)
      shall
      promptly notify the Person against whom such indemnity may be sought (the
“Indemnifying
      Party”)
      in
      writing and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to such Indemnified Party,
      and
      shall assume the payment of all fees and expenses, provided
      that the
      failure of any Indemnified Party so to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party of its obligations hereunder except to the extent
      that the Indemnifying Party is materially prejudiced by such failure to notify.
      In any such proceeding, any Indemnified Party shall have the right to retain
      its
      own counsel, but the fees and expenses of such counsel shall be at the expense
      of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
      Party shall have mutually agreed to the retention of such counsel or (ii) in
      the
      reasonable judgment of such Indemnified Party representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them. It is understood that, in connection with any proceeding
      or related proceedings in the same jurisdiction, the Indemnifying Party shall
      not be liable for the reasonable fees and expenses of more than one separate
      firm of attorneys (in addition to any local counsel) at any time for all such
      Indemnified Parties, and that all such fees and expenses shall be reimbursed
      as
      they are incurred. In the case of any such separate firm for the Indemnified
      Parties, such firm shall be designated in writing by the Indemnified Parties.
      The Indemnifying Party shall not be liable for any settlement of any proceeding
      effected without its written consent, but if settled with such consent, or
      if
      there be a final judgment for the plaintiff, the Indemnifying Party shall
      indemnify and hold harmless such Indemnified Parties from and against any loss
      or liability (to the extent stated above) by reason of such settlement or
      judgment. Without the prior written consent of the Indemnified Party, no
      Indemnifying Party shall effect any settlement of any pending or threatened
      proceeding in respect of which any Indemnified Party is or could have been
      a
      party and indemnity could have been sought hereunder by such Indemnified Party,
      unless such settlement includes an unconditional release of such Indemnified
      Party from all liability arising out of such proceeding. 

     

    
      
        
        

      

      
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    Section
      2.08 Contribution.
      If the
      indemnification provided for in this Article
      II
      is
      unavailable to the Indemnified Parties in respect of any Damages, then each
      such
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Damages (i)
      as
      between the Company and the Registering Shareholder holding Registrable
      Securities covered by a registration statement, on the one hand, and the
      underwriters, on the other, in such proportion as is appropriate to reflect
      the
      relative benefits received by the Company and such Shareholder on the one hand
      and the underwriters on the other, from the offering of the Registrable
      Securities or, if such allocation is not permitted by applicable law, in such
      proportion as is appropriate to reflect not only the relative benefits but
      also
      the relative fault of the Company and such Shareholder, on the one hand, and
      of
      such underwriters, on the other, in connection with the statements or omissions
      that resulted in such Damages, as well as any other relevant equitable
      considerations and (ii)
      as
      between the Company, on the one hand, and such Shareholder, on the other, in
      such proportion as is appropriate to reflect the relative fault of the Company
      and of such Shareholder in connection with such statements or omissions, as
      well
      as any other relevant equitable considerations. The relative benefits received
      by the Company and such Shareholder, on the one hand, and such underwriters,
      on
      the other, shall be deemed to be in the same proportion as the total proceeds
      from the offering (net of underwriting discounts and commissions but before
      deducting expenses) received by the Company and such Shareholder bear to the
      total underwriting discounts and commissions received by such underwriters,
      in
      each case as set forth in the table on the cover page of the prospectus. The
      relative fault of the Company and such Shareholder, on the one hand, and of
      such
      underwriters, on the other, shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact or
      the
      omission or alleged omission to state a material fact relates to information
      supplied by the Company
      and such Shareholder or by such underwriters. The relative fault of the Company,
      on the one hand, and of such Shareholder, on the other, shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission. 

     

    
      
        
        

      

      
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    The
      Company and each Shareholder agree that it would not be just and equitable
      if
      contribution pursuant to this Section
      2.08
      were
      determined by pro rata allocation (even if the underwriters were treated as
      one
      entity for such purpose) or by any other method of allocation that does not
      take
      account of the equitable considerations referred to in the immediately preceding
      paragraph. The amount paid or payable by an Indemnified Party as a result of
      the
      Damages referred to in the immediately preceding paragraph shall be deemed
      to
      include, subject to the limitations set forth above, any legal or other expenses
      reasonably incurred by such Indemnified Party in connection with investigating
      or defending any such action or claim. No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any Person who was not guilty of such
      fraudulent misrepresentation. The contribution agreement contained in this
      Section 2.08 is in addition to any liability that the Indemnifying Parties
      may
      have to the Indemnified Parties. 

     

    Section
      2.09 Participation
      in Public Offering.
      No
      Person may participate in any Public Offering hereunder unless such Person
      (i)
      agrees to sell such Person’s securities on the basis provided in any
      underwriting arrangements approved by the Persons entitled hereunder to approve
      such arrangements and (ii) completes and executes all questionnaires, powers
      of
      attorney, indemnities, underwriting agreements and other documents reasonably
      required under the terms of such underwriting arrangements and the provisions
      of
      this Agreement in respect of registration rights. 

     

    Section
      2.10 Other
      Indemnification.
      Indemnification similar to that specified herein (with appropriate
      modifications) shall be given by the Company and each Registering Shareholder
      participating therein with respect to any required registration or other
      qualification of securities under any federal or state law or regulation or
      governmental authority other than the Securities Act. 

     

    Section
      2.11 Cooperation
      by the Company.
      If a
      Shareholder shall transfer any Registrable Securities pursuant to Rule 144
      or
      Rule 145 or pursuant to an exemption from the prospectus and registration
      requirements under applicable Canadian securities laws, the Company shall
      cooperate, to the extent commercially reasonable, with such Shareholder and
      shall provide to such Shareholder such information as such Shareholder shall
      reasonably request. 

     

    Section
      2.12 No
      Transfer of Registration Rights.
      None of
      the rights of a Shareholder under this Article
      II
      shall be
      assignable by such Shareholder to any Person acquiring Securities in any Public
      Offering or pursuant to Rule 144 or Rule 145 or pursuant to an exemption from
      the prospectus and registration requirements under applicable Canadian
      securities laws. 

     

    
      
        
        

      

      
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    Section
      2.13 Underwritten
      Offering Committee.
      The
      Shareholder acknowledges that the Board has the power, at any time, to alter
      the
      composition, mandate and authority of the Underwritten Offering Committee;
      provided that immediately following the Closing and until such time as
      Shareholders hold not less than 15% of the Company Securities issued in
      connection with the Arrangement, the Shareholders' Representative (as defined
      in
      the Arrangement Agreement) shall be a member of the Underwritten Offering
      Committee. The Shareholder has been informed by the Company that the
      Underwritten Offering Committee (i) shall initially include Thomas W. Weisel,
      who will chair the committee, and (ii) shall act with the unanimous approval
      of
      the members of the committee. 

     

    Section
      2.14 Term
      of Registration Rights.
      The
      Company agrees that, subject to Section
      4.03(b),
      the
      rights of a Shareholder with respect to the registration rights granted pursuant
      to this Agreement shall remain in effect, subject to the terms and conditions
      hereof, so long as there are Registrable Securities issued and outstanding.
      

     

    Section
      2.15 Other
      Agreements.
      Following the Closing Date, the Company agrees that: 

     

    (a)
      it
      will file the reports required to be filed by the Company under the Exchange
      Act, so as to enable a Shareholder to sell Registrable Securities pursuant
      to
      Rule 144 or Rule 145; 

     

    (b)
      it
      shall cooperate with such Shareholder in connection with any sale or other
      disposition by such Shareholder of any Registrable Securities pursuant to Rule
      144 or Rule 145 or pursuant to an exemption from the prospectus and registration
      requirements of applicable Canadian securities laws; 

     

    (c)
      it
      will take such action as such Shareholder may reasonably request, to the extent
      required from time to time to enable such Shareholder to sell its Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 or pursuant to the resale limitations
      set
      forth in Rule 145, if applicable, and pursuant to an exemption from the
      prospectus and registration requirements of applicable Canadian securities
      laws,
      including providing any legal opinions; and 

     

    (d)
      upon
      the request of such Shareholder, it shall deliver to such Shareholder a written
      certification of a duly authorized officer as to whether it has complied with
      such requirements. 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

     

    SHAREHOLDER
      COVENANTS 

     

    Section
      3.01 Confidential
      Information.
      In the
      course of involvement in the Firm’s activities or otherwise, each Shareholder
      has obtained or may obtain confidential information concerning the Firm’s
      businesses, strategies, operations, financial affairs, organizational and
      personnel matters (including information regarding any aspect of the
      Shareholder’s tenure as an employee of the Company or Westwind or of the
      termination of such employment), policies, procedures and other non-public
      matters, or concerning those of third parties. Such information (“Confidential
      Information”)
      may
      have been or be provided in written or electronic form or orally. In
      consideration of, and as a condition to, continued access to Confidential
      Information, and without prejudice to or limitation on any other confidentiality
      obligations imposed by agreement or by law, each Shareholder hereby undertakes
      to use and protect Confidential Information in accordance with any restrictions
      placed on its use or disclosure. Without limiting the foregoing, except as
      authorized by the Firm or as required by law, each Shareholder may not disclose
      or allow disclosure of any Confidential Information, or of any information
      derived therefrom, in whatever form, to any person unless such person is a
      director, officer, partner, employee, attorney or agent of the Firm and, in
      such
      Shareholder’s reasonable good faith judgment, has a need to know the
      Confidential Information or information derived therefrom in furtherance of
      the
      business of the Firm. The foregoing obligations will survive, and remain binding
      and enforceable notwithstanding, any termination of a Shareholder’s employment
      and any settlement of the financial rights and obligations arising from a
      Shareholder’s employment. Without limiting the foregoing, the existence of, and
      any information concerning, any dispute between a Shareholder and the Firm
      shall
      constitute Confidential Information except that a Shareholder may disclose
      information concerning such dispute to the arbitrator that is considering such
      dispute, or to such Shareholder’s legal counsel (provided that such counsel
      agrees not to disclose any such information other than as necessary to the
      prosecution or defense of the dispute). 

     

    Section
      3.02 Noncompetition.
      (a) In
      view of his or her importance to the Firm, each Shareholder hereby agrees that
      the Firm would likely suffer significant harm from such Shareholder’s competing
      with the Firm during such Shareholder’s Employment Period and for some period of
      time thereafter. Accordingly, each Shareholder hereby agrees that such
      Shareholder will not, without the written consent of the Company, during the
      Employment Period and for the applicable Post-Termination Non-Compete and
      Non-Solicit Period: 

     

    (i)
      form,
      or acquire a 5% or greater equity ownership, voting or profit participation
      interest in, any Competitive Enterprise; or 

     

    (ii)
      associate (including, but not limited to, association as an officer, employee,
      partner, director, consultant, agent or advisor) with any Competitive
      Enterprise and in connection with such association engage in, or directly or
      indirectly manage or supervise personnel engaged in, any activity 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (1)
      which
      is similar or substantially related to any activity in which such Shareholder
      was engaged, in whole or in part, at the Firm,

     

    (2)
      for
      which such Shareholder had direct or indirect managerial or supervisory
      responsibility at the Firm, or

     

    (3)
      which
      calls for the application of the same or similar specialized knowledge or skills
      as those utilized by such Shareholder in such Shareholder’s activities at the
      Firm, 

    


    at
      any
      time during the one-year period immediately prior to the Date of Termination
      (or, in the case of an action taken during the Employment Period, during the
      one-year period immediately prior to such action), and, in any such case,
      irrespective of the purpose of the activity or whether the activity is or was
      in
      furtherance of advisory, agency, proprietary or fiduciary business of either
      the
      Firm or the Competitive Enterprise. 

     

    (By
      way
      of example only, this provision precludes an “advisory” investment banker from
      joining a leveraged-buyout firm or a research analyst from becoming a
      proprietary trader or joining a hedge fund, in each case without the written
      consent of the Company) 

     

    (b)
      For
      purposes of the Shareholder Covenants, a “Competitive
      Enterprise”
is
      a
      business enterprise that engages in, or owns or controls a significant interest
      in any entity that engages in financial services such as investment banking,
      public or private finance, financial advisory services, private investing (for
      anyone other than such Shareholder and members of such Shareholder’s family),
      merchant banking, asset or hedge fund management, securities brokerage, sales,
      lending, custody, clearance, settlement or trading. 

     

    (c)
      For
      purposes of the Shareholder Covenants, “Date
      of Termination”
means
      the date on which notice of such Shareholder’s termination of employment is
      delivered to or by the Firm, and if such Shareholder is listed on Schedule
      I or
      II,
      “Date
      of Termination”
means
      (i) if the Shareholder’s employment is terminated by the Firm, the date of the
      Firm’s delivery of notice of termination and (ii) if the Shareholder’s
      employment is terminated by such Shareholder, the date that is 90 days after
      the
      delivery of notice of termination by such Shareholder to the Firm.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (d)
      For
      purposes of the Shareholder Covenants, “Employment
      Period”
means
      the period of such Shareholder’s employment with the Firm commencing on the
      Closing Date and ending on such Shareholder’s Date of Termination.

     

    (e)
      For
      purposes of the Shareholder Covenants, “Post-Termination
      Non-Compete and Non-Solicit Period”
means,
      (x) in the case of the Shareholders listed on Schedule
      I,
      (i) 36
      months following the Date of Termination if such Date of Termination occurs
      during the 12 months following the Closing Date; (ii) 24 months following the
      Date of Termination if such Date of Termination occurs during the 12 month
      period following the 12 months following the Closing Date; and (iii) 12 months
      following the Date of Termination if such Date of Termination occurs during
      the
      12 month period following the 24 months following the Closing Date; (y) in
      the
      case of the Shareholders listed on Schedule
      II,
      (i) 24
      months following the Date of Termination if such Date of Termination occurs
      during the 12 months following the Closing Date and (ii)
      12
      months following the Date of Termination if such Date of Termination occurs
      during the 12 month period following the 12 months following the Closing Date,
      and (z) in the case of the Shareholders listed on Schedule
      III,
      12
      months following the Date of Termination.

     

    (f)
      In
      the event that the Firm terminates a Shareholder’s employment without Cause, the
      Firm will pay such Shareholder, in a lump sum, an amount equal to the excess,
      if
      any of (A) the product of (x) the amount of base salary and bonus paid to such
      Shareholder for the twelve months ending before the date the Firm delivers
      to
      such Shareholder written notice of such Shareholder’s termination and (y) the
      number of years comprising the then-applicable Post-Termination Non-Compete
      and
      Non-Solicit Period and (z) 0.5 over (B) any severance amounts to which such
      Shareholder is otherwise entitled, and which are paid by the Firm, whether
      under
      such Shareholder’s Employment Agreement, if any or pursuant to any Firm policy
      or applicable law. For purposes of this Section 3.02, “Cause”
shall
      have the meaning set forth in such Shareholder’s Employment Agreement,
provided,
      that if
      such Shareholder is not party to an Employment Agreement, then “Cause” means (i)
      such Shareholder’s breach of this Agreement, the Pledge Agreement, the
      Arrangement Agreement or any other written agreement between such Shareholder
      and the Firm, (ii) such Shareholder’s willful and continued failure to
      substantially perform his or her employment responsibilities; (iii) such
      Shareholder’s violation of any Firm policy (including in respect of insider
      trading, hedging or confidential information) as in effect from time to time
      or
(iv)
      such
      Shareholder’s disqualification or bar by any governmental or self-regulatory
      authority from serving in the capacity contemplated by such Shareholder’s
      employment or the Shareholder’s loss of any governmental or self-regulatory
      license that is reasonably necessary for such Shareholder to perform his or
      her
      responsibilities to the Firm. 

    


    Section
      3.03 Nonsolicitation
      of Clients.
      (a)
      Each Shareholder hereby agrees that during the Employment Period and for the
      applicable Post-Termination Non-Compete and Non-Solicit Period, such Shareholder
      will not, in any manner, directly or indirectly, (1) Solicit a Client to
      transact business with a Competitive Enterprise or to reduce or refrain from
      doing any business with the Firm or (2) interfere with or damage (or attempt
      to
      interfere with or damage) any relationship between the Firm and a Client.


     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (b)
      For
      purposes of the Shareholder Covenants, the term “Solicit”
means
      any direct or indirect communication of any kind whatsoever, regardless of
      by
      whom initiated, inviting, advising, encouraging or requesting any person or
      entity, in any manner, to take or refrain from taking any action. 

     

    (c)
      For
      purposes of the Shareholder Covenants, the term “Client”
means
      any client or prospective client of the Firm to whom such Shareholder provided
      services, or for whom such Shareholder transacted business, or whose identity
      became known to such Shareholder in connection with such Shareholder’s
      relationship with or employment by the Firm. 

    


    Section
      3.04 Nonsolicitation
      of Employees.
      Each
      Shareholder hereby agrees that during the Employment Period and for the
      applicable Post-Termination Non-Compete and Non-Solicit Period, such Shareholder
      will not, in any manner, directly or indirectly, Solicit any person who is
      an
      Employee to resign from the Firm or to apply for or accept employment with
      any
      Competitive Enterprise. 

     

    Section
      3.05 Transfer
      of Client Relationships.
      (a)
      During the Coverage Period, each Shareholder hereby agrees to take all actions
      and do all such things as may be reasonably requested by the Firm from time
      to
      time to maintain for the Firm the business, goodwill, and business relationships
      with any of the Firm’s Clients with whom such Shareholder worked during the term
      of such Shareholder’s employment. 

     

    (b)
      For
      purposes of Section
      3.05,
      the
      term “Coverage
      Period”
means
      the 90-day period beginning on the date on which notice of such Shareholder’s
      termination of employment is delivered to or by the Firm, or with respect to
      Shareholders party to Employment Agreements, in the case of termination for
      Cause or on account of Extended Absence (each as defined in the Employment
      Agreement), the 90-day period beginning on the Date of Termination.


     

    Section
      3.06 Prior
      Notice Required.
      Each
      Shareholder hereby agrees that prior to accepting employment with any other
      person or entity during the Employment Period or during the applicable
      Post-Termination Non-Compete and Non-Solicit Period, such Shareholder will
      provide such prospective employer with written notice of the provisions of
      this
      Agreement, with a copy of such notice delivered simultaneously to the General
      Counsel of the Company. 

     

    Section
      3.07 Shareholder
      Covenants Generally.
      (a)
      Each Shareholder’s covenants as set forth in Sections
      3.01
      through
3.06
      of this
      Agreement are from time to time referred to herein as the “Shareholder
      Covenants.”
If
      any
      of the Shareholder Covenants is finally held to be invalid, illegal or
      unenforceable (whether in whole or in part), such Shareholder Covenant shall
      be
      deemed modified to the extent, but only to the extent, of such invalidity,
      illegality or unenforceability and the remaining Shareholder Covenants shall
      not
      be affected thereby; provided,
      however,
      that if
      any of the Shareholder Covenants is finally held to be invalid, illegal or
      unenforceable because it exceeds the maximum scope determined to be acceptable
      to permit such provision to be enforceable, such Shareholder Covenant will
      be
      deemed to be modified to the minimum extent necessary to modify such scope
      in
      order to make such provision enforceable hereunder. 

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (b)
      Each
      Shareholder understands that the Shareholder Covenants may limit such
      Shareholder’s ability to earn a livelihood in a business similar to the business
      of the Firm. 

     

    (c)
      Each
      Shareholder acknowledges that a violation on such Shareholder’s part of any of
      the Shareholder Covenants would cause irreparable damage to the Firm.
      Accordingly, each Shareholder agrees that, subject to Section 3.08(b), the
      Firm
      will be entitled to injunctive relief for any actual or threatened violation
      of
      any of the Shareholder Covenants.

     

    Section
      3.08 Remedies.
      (a)
      Each Shareholder acknowledges that such Shareholder’s compliance with the
      Shareholder Covenants is an important factor to the continued success of the
      Firm’s operations and its future prospects. Each Shareholder and the Company
      agree that if at any time such Shareholder were to breach any of the Shareholder
      Covenants, the damages to the Firm would be material, but that the amount of
      such damages would be uncertain and not readily ascertainable. Accordingly,
      each
      Shareholder and the Company agree that if such Shareholder breaches any of
      the
      Shareholder Covenants at any time, such Shareholder shall forfeit to the Company
      that number of his or her Company Securities that remain subject to the
      restrictions on Transfer under Section
      1.04(a)
      of this
      Agreement at such time (it being understood that, (x)
      for
      purposes of this Section
      3.08,
      any
      Transfers otherwise permitted under Section
      1.04(b)
      at such
      time shall be prohibited with respect to the Shareholder and (y) no Company
      Securities not then subject to such Shareholder’s Pledge Agreement shall be
      forfeited until such time as all of the Pledged Securities (as defined in such
      Pledge Agreement) have been forfeited to the Company or there otherwise are
      no
      Pledged Securities then subject to such Pledge Agreement), with a Fair Market
      Value at such time equal to the dollar amount (the “Initial
      Liquidated Damages”)
      communicated to each Shareholder by the Company on or prior to the Closing
      (as
      defined in the Arrangement Agreement) representing 50% of the Arrangement
      Consideration (as defined in the Arrangement Agreement) received by such
      Shareholder less the amount of Acquiror Losses (as defined in the Arrangement
      Agreement) for which such Shareholder has indemnified the Parent Indemnified
      Parties (as defined in the Arrangement Agreement) other than Excluded Losses
      (as
      defined in the Arrangement Agreement) (the “Liquidated
      Damages”)
      and,
      if the Fair Market Value of his or her Company Securities that remain subject
      to
      the restrictions on Transfer under Section
      1.04(a)
      of this
      Agreement at such time is less than the Liquidated Damages, a cash payment
      by
      such Shareholder to the Company equal to such difference. For purposes of
      clarity, in the event a Shareholder breaches
      the Shareholder Covenants, the Company shall first seek recourse under such
      Shareholder’s Pledge Agreement with respect to those Company Securities (and any
      other Pledged Securities (as defined in such Pledge Agreement)) that remain
      subject to such Shareholder’s Pledge Agreement. For purposes of calculating the
      amount of Arrangement Consideration received by a Shareholder, the value
      ascribed to any shares of Common Stock or Exchangeable Shares received by such
      Shareholder shall be the Fair Market Value of such shares of Common Stock or
      Exchangeable Shares, measured as of the Closing Date. 

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (b)
      Each
      Shareholder and the Company agree that the Initial Liquidated Damages are
      reasonable in proportion to the probable damages likely to be sustained by
      the
      Firm if such Shareholder breaches at any time any of the Shareholder Covenants,
      that the amount of actual damages to be sustained by the Firm in the event
      of
      such breach is incapable of precise estimation and that such forfeiture is
      not
      intended to constitute a penalty or punitive damages for any purposes. The
      forfeiture by such Shareholder of his or her Company Securities or any cash
      payment by such Shareholder as the Liquidated Damages will preclude the Company
      from seeking injunctive relief for any breach of the Shareholder Covenants
      by
      any Shareholder that willfully or intentionally violates the Shareholder
      Covenants in a manner that causes material harm to the Company. 

     

    (c)
      Each
      Shareholder acknowledges and agrees that such Shareholder’s obligations under
      this Section
      3.08
      will be
      full recourse obligations and will be secured pursuant to the Pledge Agreement.
      

     

    (d)
      Each
      Shareholder acknowledges and agrees that the Liquidated Damages pursuant to
      this
Section
      3.08
      shall be
      in addition to, and not in lieu of, any required forfeitures of awards that
      may
      be granted to such Shareholder on or after the Closing Date under one or more
      of
      the Company’s compensation and benefit plans under the terms of such award,
      including as a result of termination or violation of the Shareholder Covenants.
      

    


    (e)
      The
      remedies of the Company contemplated by this Section 3.08
      are
      the sole and exclusive remedies of the Firm in respect of the breach or
      violation of the Shareholder Covenants. Each Shareholder agrees to, and
      acknowledges and agrees that it is bound by, the provisions of Article IX of
      the
      Arrangement Agreement. Without limiting the foregoing in any way, each
      Shareholder hereby irrevocably appoints Lionel Conacher, or any successor
      appointed pursuant to Section 9.9 of the Arrangement Agreement, as Shareholders’
Representative under the Arrangement Agreement, with all the powers set forth
      therein, including the power to enter into written settlement agreements with
      the Company regarding Claims (as defined in the Arrangement Agreement), other
      than claims in respect of a Shareholder Breach (as defined in the Arrangement
      Agreement), which written settlement agreements shall be binding upon such
      Shareholder. 

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Section
      3.09 Arbitration.
      Any
      dispute, controversy or claim between a Shareholder and the Firm arising out
      of
      or relating to or concerning the provisions of the Shareholder Covenants, the
      Pledge Agreement, any agreement between a Shareholder and the Company relating
      to or arising out of such Shareholder’s employment with the Firm or otherwise
      concerning any rights, obligations or other aspects of such Shareholder’s
      employment relationship in respect of the Firm (“Employment
      Related Matters”)
      shall
      be finally settled by arbitration in New York City before, and in accordance
      with the rules then obtaining of, FINRA or, if FINRA declines to arbitrate
      the
      matter, the AAA in accordance with the commercial arbitration rules of the
      AAA.


     

    ARTICLE
      IV 

    


    MISCELLANEOUS
      

     

    Section
      4.01 Binding
      Effect; Assignability; Benefit.
      (a)
      This Agreement shall become effective on the Closing Date and thereafter inure
      to the benefit of and be binding upon the parties hereto and their respective
      heirs, successors, legal representatives and permitted assigns. A Shareholder
      shall cease to be bound by the terms hereof if the Arrangement Agreement is
      terminated pursuant to Article VIII thereof or when such Shareholder ceases
      to
      own beneficially any Company Securities (other than (i)
      the
      provisions of Sections
      2.05,
      2.06,
      2.07,
      2.08
      and
2.10
      applicable
      to such Shareholder with respect to any offering of Registrable Securities
      completed before the date such Shareholder ceased to own any Company Securities;
      (ii) Article
      III and
      (iii)
      Sections
      4.02,
      4.04,
      4.05,
      4.06,
      4.07
      and
4.08).
      

     

    (b)
      Neither this Agreement nor any right, remedy, obligation or liability arising
      hereunder or by reason hereof shall be assignable by any party hereto pursuant
      to any Transfer of Company Securities or otherwise, except that any Permitted
      Transferee acquiring Company Securities shall (unless already bound hereby)
      execute and deliver to the Company an agreement to be bound by this Agreement
      in
      the form of Exhibit
      A
      hereto
      and shall thenceforth be a “Shareholder”. 

     

    (c)
      Nothing in this Agreement, expressed or implied, is intended to confer on any
      Person other than the parties hereto, and their respective heirs, successors,
      legal representatives and permitted assigns, any rights, remedies, obligations
      or liabilities under or by reason of this Agreement. 

    


    Section
      4.02 Notices.
      All
      notices, requests and other communications to any party shall be in writing
      and
      shall be delivered in person, mailed by certified or registered mail, return
      receipt requested, or sent by facsimile transmission, 

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    if
      to the
      Company to: 

     

    Thomas
      Weisel Partners Group, Inc.

    One
      Montgomery Street

    San
      Francisco, CA 94104 

    Attention:
      General Counsel 

    fax:
      (415) 364-2694 

     

    with
      a
      copy to: 

     

    Sullivan
      & Cromwell LLP 

    1870
      Embarcadero Road 

    Palo
      Alto, CA 94303 

    Attention:
      Scott D. Miller, Esq. 

    fax:
      (650) 461-5700 

     

    if
      to a
      Shareholder, to the last known address of such Shareholder set forth in the
      records maintained by the Company. 

     

    Any
      and
      all notices or other communications or deliveries required or permitted to
      be
      provided pursuant to this Agreement shall be in writing and shall be deemed
      to
      have been effectively given (a) upon personal delivery to the party to be
      notified, (b) when sent by confirmed telex or facsimile if sent during normal
      business hours of the party to be notified or, if not, then on the next Business
      Day, (c) five Business Days after having been sent by registered or certified
      mail, return receipt requested, postage prepaid or (d) one Business Day after
      deposit with a nationally recognized overnight courier, specifying next Business
      Day delivery, with written verification of receipt. 

     

    Any
      Person that becomes a Shareholder shall provide its address and fax number
      to
      the Company. 

     

    Section
      4.03 Waiver;
      Amendment; Termination.
      (a) No
      provision of this Agreement may be waived except by an instrument in writing
      executed by the party against whom the waiver is to be effective. No provision
      of this Agreement may be amended or otherwise modified except by an instrument
      in writing executed by the Company with approval of the Board. 

     

    (b)
      This
      Agreement shall terminate on the later of (i) the fifth anniversary of the
      date
      hereof and (ii) the day that is six months following the date on which all
      of
      the Exchangeable Shares have been exchanged for Common Stock. 

     

    Section
      4.04 Fees
      and Expenses.
      Except
      as otherwise provided in this Agreement, each party hereto shall pay its own
      fees and expenses incurred in connection with the preparation of this Agreement,
      or any amendment or waiver hereof, and the transactions contemplated hereby
      and
      all matters related hereto. 

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    Section
      4.05 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York. 

     

    Section
      4.06 Jurisdiction.
      Except
      as otherwise provided in this Agreement, each party hereto irrevocably submits
      to the non exclusive jurisdiction of any state or Federal court located within
      The City of New York for the purposes of any suit, action or other proceeding
      arising out of this Agreement or any transaction contemplated hereby, and agrees
      to commence any such action, suit or proceeding only in such courts. Each party
      further agrees that service of any process, summons, notice or document by
      registered mail to such party’s respective address set forth herein shall be
      effective service of process for any such action, suit or proceeding. Each
      party
      irrevocably and unconditionally waives any objection to the laying of venue
      of
      any action, suit or proceeding arising out of this Agreement or the transactions
      contemplated hereby in such courts, and hereby irrevocably and unconditionally
      waives and agrees not to plead or claim in any such court that any such action,
      suit or proceeding brought in any such court has been brought in an inconvenient
      forum. 

     

    Section
      4.07 WAIVER
      OF JURY TRIAL.
      EACH OF
      THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
      JURY
      IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY. 

     

    Section
      4.08 Specific
      Enforcement.
      Each
      party hereto acknowledges that the remedies at law of the other parties for
      a
      breach or threatened breach of this Agreement would be inadequate and, in
      recognition of this fact, any party to this Agreement, without posting any
      bond,
      and in addition to all other remedies that may be available, but subject to
      Section 3.08(b), shall be entitled to obtain equitable relief in the form of
      specific performance, a temporary restraining order, a temporary or permanent
      injunction or any other equitable remedy that may then be available.


     

    Section
      4.09 Counterparts;
      Effectiveness.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, with the same effect as if the signatures thereto
      and
      hereto were upon the same instrument. This Agreement shall become effective
      when
      each party hereto shall have received counterparts hereof signed by all of
      the
      other parties hereto. 

     

    Section
      4.10 Entire
      Agreement.
      This
      Agreement and the other Transaction Agreements constitute the entire agreement
      among the parties hereto and supersede all prior and contemporaneous agreements
      and understandings, both oral and written, among the parties hereto with respect
      to the subject matter hereof and thereof. 

     

    Section
      4.11 Captions.
      The
      captions herein are included for convenience of reference only and shall be
      ignored in the construction or interpretation hereof.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Section
      4.12 Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction or other authority to be invalid, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions of this
      Agreement shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated. 

     

    ARTICLE
      V 

     

    DEFINITIONS
      

     

    Section
      5.01 Definitions.
      The
      following terms, as used herein, have the following meanings: 

     

    “AAA”
means
      the American Arbitration Association. 

     

    “Affiliate”
means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by or under common control with such Person, provided
      that
      no
      securityholder of the Company shall be deemed an Affiliate of any other
      securityholder solely by reason of any investment in the Company. For the
      purpose of this definition, the term “control” (including, with correlative
      meanings, the terms “controlling”, “controlled by” and “under common control
      with”), as used with respect to any Person, shall mean the possession, directly
      or indirectly, of the power to direct or cause the direction of the management
      and policies of such Person, whether through the ownership of voting securities,
      by contract or otherwise. 

     

    “Agreement”
has
      the
      meaning set forth in the preamble. 

     

    “Arrangement
      Agreement”
has
      the
      meaning set forth in the recitals. 

     

    “Board”
means
      the board of directors of the Company. 

     

    “Business
      Day”
means
      any day except a Saturday, Sunday or other day on which banks in New York City,
      New York, San Francisco, California or Toronto, Ontario, Canada are required
      or
      permitted by law to close. 

     

    “By-laws”
means
      the By-laws of the Company, as amended from time to time. 

     

    “Canadian
      Sub”
means
      TWP Acquisition Company (Canada), Inc., a corporation organized under the
      Ontario Business Corporations Act. 

     

    “Change
      of Control”
means
      (A) the consummation of a merger, consolidation, statutory share exchange or
      similar form of corporate transaction involving the Company or the sale or
      other
      disposition of all or substantially all of the assets of the Company to an
      entity that is not an Affiliate or that, in each case, requires shareholder
      approval under the laws of the Company’s jurisdiction of organization, unless
      immediately following such transaction, either: (i) at least 50% of the total
      voting power of the surviving entity or its parent entity, if applicable, is
      represented by securities of the Company that were outstanding immediately
      prior
      to the transaction (or securities into which the Company’s securities were
      converted or exchanged in such transaction); or (ii)
      at
      least 50% of the members of the board of directors (including directors whose
      election or nomination was approved by the incumbent directors of the Board)
      of
      the company resulting from the transaction were members of the Board at the
      time
      of the Board’s approval of the execution of the initial agreement providing for
      the transaction or (B)
      the
      filing by any “person” or “group” (in each case within the meaning of Section
      13(d)(3) of the Exchange Act), other than the Company, of a Schedule TO or
      any
      other schedule, form or report under the Exchange Act, disclosing that such
      person or group has become the direct or indirect “beneficial owner,” as defined
      in Rule 13d-3 under the Exchange Act, of Company Securities representing more
      than 50% of the total voting power of the Company. 

    


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    “Charitable
      Organization”
has
      the
      meaning set forth in Section
      1.04(b)(iii)
      of this
      Agreement. 

     

    “Charter”
means
      the Certificate of Incorporation of the Company, as amended from time to time.
      

     

    “Client”
has
      the
      meaning set forth in Section
      3.03(c)
      of this
      Agreement. 

     

    “Closing
      Date”
has
      the
      meaning given to such term in the Arrangement Agreement. 

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended. 

     

    “Common
      Shares”
means
      shares of Common Stock. 

     

    “Common
      Stock”
means
      the common stock, par value $0.01 per share, of the Company and any stock into
      which such Common Stock may thereafter be converted or changed. 

     

    “Company”
has
      the
      meaning set forth in the preamble. 

     

    “Company
      Securities”
means,
      with respect to a Shareholder, (i) the Common Stock, (ii) Exchangeable Shares
      or
      other securities convertible into or exchangeable for Common Stock, (iii) any
      other equity or equity-linked security issued by the Company and (iv) options,
      warrants or other rights to acquire Common Stock or any other equity or
      equity-linked security issued by the Company, in each case, beneficially owned
      by the Shareholder as of the Closing Date and (v) the Common Stock issued upon
      exchange, conversion or exercise of any of the foregoing securities.


     

    “Competitive
      Enterprise”
has
      the
      meaning set forth in Section
      3.02(b)
      of this
      Agreement.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    “Confidential
      Information”
has
      the
      meaning set forth in Section
      3.01
      of this
      Agreement. 

     

    “Coverage
      Period”
has
      the
      meaning set forth in Section
      3.05(b)
      of this
      Agreement. 

     

    “Damages”
has
      the
      meaning set forth in Section
      2.05
      of this
      Agreement. 

     

    “Date
      of Termination”
has
      the
      meaning set forth in Section
      3.02(c)
      of this
      Agreement. 

     

    “Demand
      Registration”
has
      the
      meaning set forth in Section
      2.01(a)
      of this
      Agreement. 

     

    “Eligible
      Shareholder”
has
      the
      meaning set forth in Section
      2.01(a)(iii)
      of this
      Agreement. 

     

    “Employee”
means
      any person employed by the Firm who receives compensation, other than a person
      receiving compensation in the nature of a consulting fee, a pension or a
      retainer. 

     

    “Employment
      Agreement”
means,
      if applicable, the employment agreement between a Shareholder and the Firm
      as in
      effect from time to time.

     

    “Employment
      Period”
has
      the
      meaning set forth in Section
      3.02(d)
      of this
      Agreement. 

     

    “Employment
      Related Matters”
has
      the
      meaning set forth in Section
      3.09
      of this
      Agreement. 

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended. 

     

    “Exchangeable
      Share Registration Statement”
has
      the
      meaning set forth in Article
      II
      of this
      Agreement. 

     

    “Exchangeable
      Shares”
means
      the non-voting exchangeable shares in the capital stock of Canadian Sub.


     

    “Fair
      Market Value”
means,
      as of any date, (1) in the case of a Common Share or an Exchangeable Share,
      the
      average of the daily closing prices for a Common Share on the principal
      securities exchange or market on which the Common Stock is traded for the 10
      consecutive Business Days (or, if such trading has commenced less than 10
      Business Days prior to the date in question, the actual number of Business
      Days
      elapsed since the commencement of such trading) before the date in question,
      and
      (2) otherwise, the fair market value thereof as determined in good faith by
      the
      Company. Any
      good
      faith determination by the Company of the Fair Market Value under this Agreement
      will be binding on the Shareholders. 

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    “Family
      Member”
has
      the
      meaning set forth in Section
      1.04(b)(iii)
      of this
      Agreement. 

     

    “FINRA”
means
      the Financial Industry Regulatory Authority. 

     

    “Firm”
means
      the Company, together with its Subsidiaries. 

     

    “Indemnified
      Party”
has
      the
      meaning set forth in Section
      2.07
      of this
      Agreement. 

     

    “Indemnifying
      Party”
has
      the
      meaning set forth in Section
      2.07
      of this
      Agreement. 

     

    “Initial
      Liquidated Damages”
has
      the
      meaning set forth in Section
      3.08(a)
      of this
      Agreement. 

     

    “Initial
      Ownership”
means,
      with respect to a Shareholder at any time, the fraction, the numerator of which
      is the number of Common Shares and, without duplication, Exchangeable Shares,
      beneficially owned (as such term is defined in Rule 13d-3 under the Exchange
      Act) by such Shareholder as of the Closing Date and the denominator of which
      is
      the number of Common Shares and, without duplication, Exchangeable Shares,
      beneficially owned by the Shareholder and all Other Shareholders who are then
      Eligible Shareholders. 

     

    “Inspectors”
has
      the
      meaning set forth in Section
      2.04(g)
      of this
      Agreement. 

     

    “Liquidated
      Damages”
has
      the
      meaning set forth in Section
      3.08(a)
      of this
      Agreement. 

     

    “Lock-Up
      Period”
has
      the
      meaning set forth in Section
      2.03 of
      this
      Agreement. 

     

    “Maximum
      Offering Size”
has
      the
      meaning set forth in Section
      2.01(e)
      of this
      Agreement. 

     

    “Maximum
      Share Number”
means,
      with respect to (i) the Anniversary Period from February 7, 2009 until February
      7, 2010 (the “First Annual Period”), 1,401,822 Common Shares; and (ii) the
      Anniversary Period from February 7, 2010 until February 7, 2011, 1,401,822
      Common Shares less the aggregate amount of shares sold by the Shareholders
      in
      the First Annual Period. 

     

    “NASD”
means
      the National Association of Securities Dealers, Inc. 

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    “Other
      Shareholder”
means
      any other shareholder of the Company or Canadian Sub (other than the Company
      or
      any of its affiliates) who is party to this Agreement. For purposes of this
      definition, “affiliate” means any Person, any other Person directly or
      indirectly controlled by or under common control with such Person, and for
      purposes of this definition, “control” has the meaning set forth in the
      definition of “Affiliate” above. 

     

    “Partners’
      Equity Agreement”
means
      the Partners’ Equity Agreement, dated as of February 7, 2006, by and between the
      Company and the shareholders listed on the signature pages thereto.


     

    “Permitted
      Transferee”
means
      a
      Person to whom Company Securities are Transferred (A) pursuant to Section
      1.04(b)(ii)
      or (B)
      by will or the laws of descent and distribution. 

     

    “Person”
means
      an individual, corporation, limited liability company, partnership, association,
      trust or other entity or organization, including a government or political
      subdivision or an agency or instrumentality thereof. 

     

    “Piggyback
      Registration”
has
      the
      meaning set forth in Section
      2.02(a)
      of this
      Agreement. 

     

    “Pledge
      Agreement”
means
      the pledge agreement entered into between the Shareholder and the Company of
      even date herewith. 

     

    “Post-Termination
      Non-Compete and Non-Solicit Period”
has
      the
      meaning set forth in Section
      3.02(e)
      of this
      Agreement.

     

    “Pro
      Rata Portion”
means,
      with respect to a Shareholder, that portion of the Maximum Share Number
      calculated by multiplying the Maximum Share Number by such Shareholder’s Initial
      Ownership. 

     

    “Public
      Offering”
means
      an underwritten public offering of Registrable Securities of the Company
      pursuant to an effective registration statement under the Securities Act, other
      than pursuant to a registration statement on Form S-4 or Form S-8 or any similar
      or successor form. 

     

    “Public
      Offering Limitation”
has
      the
      meaning set forth in Section
      2.01(a)(ii)
      of this
      Agreement. 

     

    “Records”
has
      the
      meaning set forth in Section
      2.04(g)
      of this
      Agreement. 

     

    “Registering
      Shareholders”
has
      the
      meaning set forth in Section
      2.01(a) of
      this
      Agreement. 

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    “Registrable
      Securities”
means,
      with respect to a Shareholder, any Common Shares and any securities issued
      or
      issuable in respect of such shares by way of conversion, exchange, stock
      dividend, split or combination, recapitalization, merger, consolidation, other
      reorganization or otherwise; provided,
      however,
      that
      such Registrable Securities shall cease to be Registrable Securities at any
      time
      when (i) a registration statement covering such shares has been declared
      effective by the SEC and such shares have been disposed of pursuant to such
      effective registration statement, 

    (ii)
      such
      shares are sold under circumstances in which all of the applicable conditions
      of
      Rule 144 or Rule 145 are met or such securities may be sold pursuant to Rule
      144(k) or Rule 145(d)(3) or in either case any successor provision thereto
      or
      (iii) such shares are otherwise Transferred, the Company has delivered a new
      certificate or other evidence of ownership for such shares not bearing the
      legend required pursuant to this Agreement and such shares may be resold without
      subsequent registration under the Securities Act. 

     

    “Registration
      Expenses”
means
      any and all expenses incident to the performance of or compliance with any
      registration or marketing of securities, including all (i) registration and
      filing fees, and all other fees and expenses payable in connection with the
      listing of securities on any securities exchange or automated interdealer
      quotation system, (ii) fees and expenses of compliance with any securities
      or
“blue sky” laws (including reasonable fees and disbursements of counsel in
      connection with “blue sky” qualifications of the securities registered), (iii)
      expenses in connection with the preparation, printing, mailing and delivery
      of
      any registration statements, prospectuses and other documents in connection
      therewith and any amendments or supplements thereto, (iv) security engraving
      and
      printing expenses, (v) internal expenses of the Company (including, without
      limitation, all salaries and expenses of its officers and employees performing
      legal or accounting duties), (vi) reasonable fees and disbursements of counsel
      for the Company and customary fees and expenses for independent certified public
      accountants retained by the Company (including the expenses relating to any
      comfort letters or costs associated with the delivery by independent certified
      public accountants of any comfort letters requested pursuant to Section
      2.04(h)),
      (vii)
      reasonable fees and expenses of any special experts retained by the Company
      in
      connection with such registration, (viii) reasonable fees, out-of-pocket costs
      and expenses of the Shareholders, including one counsel for all of the
      Shareholders participating in the offering selected by the Shareholders holding
      the majority of the Registrable Securities to be sold for the account of all
      Shareholders in the offering, (ix) fees and expenses in connection with any
      review by the NASD of the underwriting arrangements or other terms of the
      offering, and all fees and expenses of any “qualified independent underwriter,”
including the fees and expenses of any counsel thereto, (x) fees and
      disbursements of underwriters customarily paid by issuers or sellers of
      securities, but excluding any underwriting fees, discounts and commissions
      attributable to the sale of Registrable Securities, (xi) costs of printing
      and
      producing any agreements among underwriters, underwriting agreements, any “blue
      sky” or legal investment memoranda and any selling agreements and other
      documents in connection with the offering, sale or delivery of the Registrable
      Securities, (xii) transfer agents’ and registrars’ fees and expenses and the
      fees and expenses of any other agent or trustee appointed in connection with
      such offering, (xiii) expenses relating to any analyst or investor presentations
      or any “road shows” undertaken in connection with the registration, marketing or
      selling of the Registrable Securities, (xiv) fees and expenses payable in
      connection with any ratings of the Registrable Securities, including expenses
      relating to any presentations to rating agencies and (xv) all out-of pocket
      costs and expenses incurred by the Company or its appropriate officers in
      connection with their compliance with Section
      2.04(l). 

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    “Requesting
      Shareholder”
has
      the
      meaning set forth in Section
      2.01(a)
      of this
      Agreement. 

     

    “Rule
      144”
means
      Rule 144 promulgated by the SEC pursuant to the Securities Act, as amended
      from
      time to time, or any similar rule or regulation hereafter adopted by the SEC
      having substantially the same effect as such rule. 

     

    “Rule
      145”
means
      Rule 145 promulgated by the SEC pursuant to the Securities Act, as amended
      from
      time to time, or any similar rule or regulation hereafter adopted by the SEC
      having substantially the same effect as such rule. 

     

    “SEC”
means
      the United States Securities and Exchange Commission. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    “Shareholder”
has
      the
      meaning set forth in the preamble. 

     

    “Shareholder
      Covenants”
means
      the provisions contained in Sections
      3.01
      through
3.06
      of this
      Agreement.

     

    “Shortfall”
means,
      in respect of any registration, the difference between the Maximum Share Number
      and the number of Common Shares requested to be included in that registration
      by
      each Shareholder who is an Eligible Shareholder. 

     

    “Solicit”
has
      the
      meaning set forth in Section
      3.03(b)
      of this
      Agreement. 

     

    “Subsidiary”
means,
      with respect to any Person, any entity of which securities or other ownership
      interests having ordinary voting power to elect a majority of the board of
      directors or other persons performing similar functions are at the time directly
      or indirectly owned by such Person. 

     

    “Transfer”
means,
      with respect to any Company Securities, (i) when used as a verb, to sell,
      assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise
      transfer such Company Securities or any participation or interest therein,
      whether directly or indirectly, or agree or commit to do any of the foregoing
      and (ii)
      when
      used as a noun, a direct or indirect sale, assignment, disposition, exchange,
      pledge, encumbrance, hypothecation, or other transfer of such Company Securities
      or any participation or interest therein or any agreement or commitment to
      do
      any of the foregoing, in each case of (i) and (ii), other than a pledge by
      the
      Shareholder of his or her Company Securities as collateral pursuant to the
      Pledge Agreement or an exchange of Exchangeable Shares for Common Shares.


     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    “Underwritten
      Offering Committee”
means
      the committee designated by the Board and to which committee the Board has
      delegated the power to approve Transfers in accordance with Section
      1.04.
      

     

    “Westwind”
has
      the
      meaning set forth in the recitals.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    
       

    

    EXHIBIT
      A


    


    JOINDER
      AGREEMENT TO WESTWIND SHAREHOLDERS’ EQUITY 

    AGREEMENT
      

     

    This
      Joinder Agreement (this “Joinder
      Agreement”)
      is
      made as of the date written below by the undersigned (the “Joining Party”) in
      accordance with the Westwind Capital Corporation Shareholders’ Equity Agreement,
      dated as of September 30, 2007 (the “Westwind
      Shareholders’ Equity Agreement”)
      by and
      between Thomas Weisel Partners Group, Inc. and the individuals listed on the
      signature page thereto, as the same may be amended from time to time.
      Capitalized terms used but not defined herein shall have the meaning ascribed
      to
      such terms in the Westwind Shareholders’ Equity Agreement. 

     

    The
      Joining Party hereby acknowledges, agrees and confirms that, by its, his or
      her
      execution of this Joinder Agreement, the Joining Party shall be deemed to be
      a
      party to the Westwind Shareholders’ Equity Agreement as of the date hereof and
      shall have all of the rights and obligations of a “Shareholder” thereunder as if
      it, he or she had executed the Westwind Shareholders’ Equity Agreement. The
      Joining Party hereby ratifies, as of the date hereof, and agrees to be bound
      by,
      all of the terms, provisions and conditions contained in the Westwind
      Shareholders’ Equity Agreement. 

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of
      the
      date and year written below. 

     

    
      	
              Date:                       
                , 20    

            	[NAME
              OF JOINING PARTY]
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	
            	Title:


    

     

    
      	 	Address
              for Notices:


    

     
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

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


      
        	 	 	 
	 	
                THOMAS
                  WEISEL PARTNERS GROUP, INC.

              
	 
 	 
 	 
 
	
              	By:  	
                /s/
                  Mark P. Fisher

              
	 	
                

                Name:
                  Mark
                  P. Fisher

              
	 	
                Title:
                  General
                  Counsel 

              
	 	 
	 	 
	 	
                [SHAREHOLDERS]

              
	
              	
                /s/
                  [Shareholder signatures] 
                  

                

              


      

      

        [Signature
          Page to Westwind Capital Corporation Shareholders’ Equity
          Agreement]