exv4w3



 






Exhibit 4.3




Form of Warrant



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




WARRANT TO PURCHASE _____________________ SHARES

OF THE COMMON STOCK OF

THOMAS WEISEL PARTNERS GROUP, INC.




Effective Date: __________, 200_




Expiration Date: _________, 20__1




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





 




			
	1	 	Insert the date that is the tenth anniversary of
the issue date.




1









 









right to acquire the number of shares of Common Stock determined in accordance with Section
1.2. The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject
to adjustment as provided in Section 3 of this Warrant.




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



     This Warrant is subject to the following terms and conditions:



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



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



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



2









 




X = Y (A-B)

          A




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



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



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



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


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



(b) Notwithstanding any provisions herein to the contrary, in the event that the Company’s market
capitalization on any date after the Effective Date but on or prior to the Expiration Date, as
calculated by multiplying (i) the fair market value of one share of the Common Stock, determined as
described in Section 1.2(a) above and (ii) the total number of shares of the Common Stock
outstanding on such date (without taking into consideration the shares of Common Stock issued in or
following the IPO), shall equal $1 billion, this Warrant shall be deemed automatically exercised on
first such date as a “Net Issue Exercise” as provided under Section 1.2(a) and the Company shall
issue to the Holder, upon the surrender of this Warrant by the Holder, that number of shares of
Common Stock that on such date have a fair market value (determined as provided above) equal to $18
million2 (unless a portion of this Warrant has previously been exercised in which case
the fair market value of the shares of Common Stock issued to






 




			
	2	 	$18 million is the difference between (A) $75
million and (B) the sum of (i) the fair market value on such date of the shares
of common stock received by the Holder pursuant to the Reorganization Agreement
(i.e., $44 million) and (ii) the principal amount of the senior note issued to
the Holder pursuant to the Reorganization Agreement (i.e., $13 million).




3









 









the Holder shall equal the same proportion of $18 million as the proportion of this Warrant that
has not been exercised).




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



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



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



4









 







otherwise), the Exercise Price in effect immediately prior to such combination shall be
proportionately increased.



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



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



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



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


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




     3.3 Reorganization, Consolidation, Merger or Sale. If any recapitalization or
reorganization of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of its assets or other
transaction shall be effected in such a way that holders of Common Stock shall be entitled to
receive stock, securities, or other assets or property other than a transaction described in
Sections 3.1 or 3.2 above (an “Organic Change”), then, as a condition of such Organic Change,
lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented by this Warrant) such shares of stock, securities or other assets or property as may be
issued or payable with respect to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented by this Warrant. In the event of any Organic
Change, appropriate provision shall be made by the Company with respect to the rights and interests
of the Holder of this Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Exercise Price and of the



5









 







number of shares purchasable and receivable upon the exercise of this Warrant) shall
thereafter be applicable, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. Prior to the consummation of any such consolidation, merger
or sale, the successor entity (if other than the Company) resulting from such consolidation or the
corporation purchasing such assets shall assume by written instrument reasonably satisfactory in
form and substance to the Holders executed and mailed or delivered to the registered Holder hereof
at the last address of such Holder appearing on the books of the Company, the obligation to deliver
to such Holder such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such Holder shall be entitled to purchase.



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



     3.5 Notices of Change.



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



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



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



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



6









 





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



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



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




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


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




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



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



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



     (b) Due Authority. The execution and delivery by the Company of this Warrant and the
performance of all obligations of the Company hereunder, including the issuance to the Holder of
the right to acquire the shares of Common Stock, have been duly



7









 







authorized by all necessary corporate action on the part of the Company, and the Warrant is
not inconsistent with the Company Charter or By-Laws, each as amended or restated to date, and
constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.



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



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



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



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



     10. REPRESENTATIONS AND COVENANTS OF THE HOLDER.



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



     (a) Investment Purpose. The Warrant and the Common Stock issuable upon exercise of the
Warrant are being acquired for investment and not with a view to the sale or distribution of any
part thereof, and the Holder has no present intention of selling or engaging in any public
distribution of the same except pursuant to an effective registration statement under the 1933 Act
or an exemption therefrom.



     (b) Private Issue. The Holder understands (i) that neither this Warrant nor the Common
Stock issuable upon exercise of this Warrant has been registered under the 1933



8









 







Act or qualified under applicable state securities laws on the ground that the issuance of
this Warrant and the issuance of the Common Stock upon exercise hereof will be exempt from the
registration and qualifications requirements thereof pursuant to Section 4(2) of the 1933 Act and
any applicable state securities laws, and (ii) that the Company’s reliance on such exemption is
predicated on the representations and covenants set forth in this Section 10.



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



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



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



9









 







Warrant or the Common Stock issuable upon exercise of the Warrant which might be made by it in
reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and
conditions of that Rule.



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



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



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



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



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



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



     16. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of this Warrant.
The Company shall, in lieu of issuing any fractional share, pay the holder



10









 







entitled to such fraction a sum in cash equal to such fraction multiplied by the then
effective Exercise Price.



[Signature page follows]




11









 





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




	 	 	 	 	 
	 	THOMAS WEISEL PARTNERS
 GROUP, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 






Attest:




	 	 	 	 	 
	 	 	 	 	 
	 

Name:

	 	 	 	 
	Title:
	 	 	 	 






	 	 	 	 	 
	Acknowledged and Agreed to:	 	 
	 
	 	 	 	 
	NOMURA AMERICA INVESTMENT, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:	 	 
	Title:	 	 






12









 





Annex A 




SUBSCRIPTION FORM




Date:                    , 200__




Thomas Weisel Partners Group, Inc.

One Montgomery Street

San Francisco, California 94104

Attn:                                         




Ladies and Gentlemen:




	 
	o    The undersigned hereby elects to exercise the warrant issued to it by
Thomas Weisel Partners Group, Inc. (the “Company”) with an effective
date of
                    , 200___ (the “Warrant”) and to purchase thereunder
                                        shares of the Common Stock of the Company
(the “Shares”) at a purchase price of                    
                                        
Dollars ($                    ) per
Share or an aggregate purchase price of
                                        
Dollars ($                    ) (the “Exercise
Price”). Pursuant to the terms of the Warrant, the undersigned has
delivered the Exercise Price herewith in full in cash or by certified
check or wire transfer.


	 

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







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




	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	NOMURA AMERICA	 	 
	 	 	INVESTMENT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 







13