exv4w1



 






Exhibit 4.1




Form of Common Stock Certificate




	 	 	 
	COMMON STOCK

	 	COMMON STOCK
	NUMBER

	 	SHARES
	TWPG ___

	 	___






[Thomas Weisel Partners Group, Inc. Logo]




THOMAS WEISEL PARTNERS GROUP, INC.




Incorporated Under the Laws of the State of Delaware




See reverse side for certain definitions

            CUSIP: ______________




     THIS CERTIFIES THAT ___is the owner of ___FULLY PAID AND
NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF THOMAS WEISEL PARTNERS GROUP,
INC. transferable on the books of the Corporation by the holder hereof in person or by Attorney
upon surrender of this certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and Registrar.



     IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile
signatures of its duly authorized officers.



	 	 	 	 	 	 	 
	 

	 	Dated:
	 	 	 	 
	 

	 	 	 	 	 	 





[Thomas Weisel Partners Group, Inc. Corporate Seal]




	 	 	 
	/s/

	 	/s/
	 

	 	 
	Chairman

	 	Treasurer
	 
	 	 
	Countersigned and Registered:
	 	 
	 
	 	 
	 

	 	 
	Transfer Agent and Registrar
	 	 






	 	 	 	 	 
	By:

	 	/s/
	 	 
	 

	 	 	 	 
	 

	 	Authorized Signature	 	 






 









 





THOMAS WEISEL PARTNERS GROUP, INC.




     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:


TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JIT TEN — as joint tenants with right of survivorship and not as tenants in common




	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT—

	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)






	 	 	 
	under Uniform Gifts to Minors Act
	 	 
	 

	 	 
	 

	 	(State)






	 	 	 	 	 
	UNIF TRF MIN ACT—

	 	 	 	Custodian (until age ___)
	 

	 	 	 	 





	 	 	 
	 

(Minor)

	 	 






	 	 	 
	under Uniform Transfers to Minors Act
	 	 
	 

	 	 
	 

	 	(State)





Additional abbreviations may also be used though not in the above list.



For value received, ___hereby sell(s), assign(s) and transfer(s)
unto:




	 	 	 
	 


	 	 
	(PLEASE INSERT SOCIAL SECURITY
	 	 
	NUMBER OR OTHER IDENTIFYING
	 	 
	NUMBER OF ASSIGNEE)
	 	 





 



 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)



___Shares of the capital stock represented by the
within Certificate, and do(es) hereby irrevocably constitute and appoint
___Attorney to transfer the said shares on the books of the
within named Corporation with full power of substitution in the premises.




	 	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 	 	 




 




NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY




 









 





PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.




Signature(s) Guaranteed




	 	 	 
	By:
	 	 
	 

	 	 





THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.



The within named Corporation will furnish without charge to each stockholder who so requests a
statement of the powers, designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof of the Corporation and the qualifications,
limitations or restrictions of such preferences and/or rights. Such requests may be made to the
Secretary of the Corporation at the principal office of the Corporation.