Subscription Agreement dated as of January 18, 2000 between THOMAS WEISEL PARTNERS GROUP LLC And CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM (RESTATED TO INCLUDE AMENDMENT TO SUBSCRIPTION AGREEMENT DATED DECEMBER 15, 2000 AND JUNE 15, 2001)Subscription Agreement • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
SUBSCRIPTION AGREEMENT (the “Agreement”) dated as of January 18, 2000, between Thomas Weisel Partners Group LLC, a Delaware limited liability company (the “Company”), and the California Public Employees’ Retirement System (“Subscriber”).
STANDARD OFFICE LEASE FOR 88 KEARNY BY AND BETWEEN TEACHERS INSURANCE ANNUITY ASSOCIATION OF AMERICA, for the benefit of its separate Real Estate Account, AS LANDLORD, AND THOMAS WEISEL PARTNERS GROUP, LLC, a Delaware limited liability company AS...Office Lease • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
This Standard Office Lease (“Lease”) is made and entered into as of January 10, 1999, by and between TEACHERS INSURANCE ANNUITY ASSOCIATION OF AMERICA, for the benefit of its separate Real Estate Account (“Landlord”), and THOMAS WEISEL PARTNERS GROUP, LLC, a Delaware limited liability company (“Tenant”).
ALLIANCE AGREEMENTAlliance Agreement • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
This Alliance Agreement (“Agreement”) is made and entered into as of November 14, 2001 (the “Effective Date”), among Nomura Securities Co., Ltd., a Japanese corporation (“NSC”) Nomura Corporate Advisors Co., Ltd., a Japanese corporation (“NCA”), Nomura Holding America Inc., a Delaware corporation, (“NHA”) (together NSC, NCA and NHA are referred to as the “Nomura Parties” and individually a “Nomura Party”), and Thomas Weisel Partners Group LLC, a Delaware limited liability company, (“TWP”).
390 PARK AVENUE ASSOCIATES, LLC Landlord TO THOMAS WEISEL PARTNERS GROUP LLC Tenant Lease Dated as of May 5, 1999Lease • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
LEASE, dated as of May 5, 1999, between 390 PARK AVENUE ASSOCIATES, LLC, (“Landlord”), a Delaware limited liability company whose address is c/o RFR Holding LLC, 400 Park Avenue, New York, New York 10022 and THOMAS WEISEL PARTNERS GROUP LLC (“Tenant”), a Delaware limited liability company whose address is One Montgomery Street, Suite 3700, San Francisco, California 94104 prior to the commencement of the Term, and thereafter Tenant’s address shall be that of the Building.
WARRANT TO PURCHASE _____________________ SHARES OF THE COMMON STOCK OF THOMAS WEISEL PARTNERS GROUP, INC.Reorganization Agreement • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
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 th
Form of Registration Rights AgreementForm of Registration Rights Agreement • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
REGISTRATION RIGHTS AGREEMENT, dated as of ___, 200___(this “Agreement”), by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), California Public Employees’ Retirement System (“CalPERS”), Nomura America Investment, Inc., a Delaware corporation (“Nomura”), each electing Class A-1 Shareholder (as defined below) listed on Annex I hereto and each electing Class C Shareholder (as defined below) listed on Annex II hereto.
STANDARD OFFICE LEASE FOR 88 KEARNY BY AND BETWEEN TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, for the benefit of its Separate Real Estate Account, AS LANDLORD, AND THOMAS WEISEL PARTNERS GROUP, LLC, a Delaware limited liability company AS...Office Lease • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
This Standard Office Lease (“Lease”) is made and entered into as of June 21, 2000, by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, for the benefit of its Separate Real Estate Account (“Landlord”), and THOMAS WEISEL PARTNERS GROUP, LLC, a Delaware limited liability company (“Tenant”).
AGREEMENT AND PLAN OF MERGER Between THOMAS WEISEL PARTNERS GROUP, INC. and THOMAS WEISEL PARTNERS GROUP LLC Dated as of _________, 200_Agreement and Plan of Merger • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Delaware
WHEREAS, immediately upon the consummation of the merger (the “Initial Merger”) between TWPG Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and TWPG LLC, pursuant to the Plan of Reorganization and Merger Agreement (the “Initial Merger Agreement”), dated as of October 14, 2005, by and among TWPG LLC, Merger Sub and TWPG Inc., TWPG LLC shall be a wholly owned subsidiary of TWPG Inc.;
PLAN OF REORGANIZATION AND MERGER AGREEMENT RELATING TO THOMAS WEISEL PARTNERS GROUP LLC Dated as of October 14, 2005Plan of Reorganization and Merger Agreement • December 13th, 2005 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Delaware
PLAN OF REORGANIZATION AND MERGER AGREEMENT (this “Agreement”), dated as of October 14, 2005, by and among Thomas Weisel Partners Group LLC, a Delaware limited liability company (the “Company”), Thomas Weisel Partners Group, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Newco”), and TWPG Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Newco (“Merger Sub”). The Company, Newco and Merger Sub are referred to herein individually as a “Party” and collectively as “Parties.”
