LEAVE & LICENSE AGREEMENTLeave & License Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Maharashtra
Tivoli Investments & Trading Company Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 101, Champaklal Udyog Bhavan, Sion (East), Mumbai – 400 022 (hereinafter called “the Licensor” which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) on the One Part
UNCONDITIONAL SECURED GUARANTYUnconditional Secured Guaranty • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
In consideration of SILICON VALLEY BANK’S (“Bank”) loans to Thomas Weisel Capital Management LLC, Thomas Weisel Venture Partners LLC, Thomas Weisel Healthcare Venture Partners LLC and Tailwind Capital Partners LLC (individually and collectively “Borrower”), under a Loan and Security Agreement dated as of the date hereof (the “Agreement”; capitalized terms used herein without definition have the meanings assigned to them in the Agreement), Thomas Weisel Partners Group LLC (“Guarantor”) unconditionally and irrevocably guarantees payment of all amounts Borrower owes Bank and Borrower’s performance of the Agreement and any other Loan Documents, as amended from time to time (collectively the “Agreements”), according to their terms.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
We are pleased that you will be continuing your employment as a Partner of Thomas Weisel Partners Group, Inc., a Delaware corporation (“TWPG Inc.”), or one or more of its subsidiaries or affiliates (collectively with TWPG Inc., and its and their predecessors and successors, the “Firm”), and are writing to set forth the terms and conditions of such employment. Certain capitalized terms are defined in Section 5 hereof.
FORM OF PARTNERS’ EQUITY AGREEMENT Dated as of By and Between THOMAS WEISEL PARTNERS GROUP, INC. and THE PARTNERSPartnership Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
This PARTNERS’ EQUITY AGREEMENT (this “Agreement”), dated as of _______, 200_, is entered into by and between Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”) and the individuals listed on the signature page hereof (each, a “Shareholder”). “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. Capitalized terms used have the meanings set forth in Article V.
MASTER SECURITY AGREEMENT dated as of 12/31/03 (“Agreement”)Master Security Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and Thomas Weisel Partners Group LLC (“Debtor”). Secured Party has an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105. Debtor is a limited liability company organized and existing under the laws of the State of Delaware (the “State”). Debtor’s mailing address and chief place of business is One Montgomery Street, Suite 3700, San Francisco, CA 94104.
REVOLVING NOTE AND CASH SUBORDINATION AGREEMENTRevolving Note and Cash Subordination Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT is entered into this 28 day of November 2005, between National Financial Services LLC (the “Lender”) and Thomas Weisel Partners LLC (the “Organization”).
FORM OF PLEDGE AGREEMENTPledge Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
PLEDGE AGREEMENT, dated as of ___, 200___(this “Agreement”), by and between Thomas Weisel Partners Group, Inc., a Delaware corporation (“TWPG Inc.”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with TWPG Inc., and its and their predecessors and successors, the “Firm”), and the individual whose name appears at the end of this Agreement (“Pledgor”).
FORM OF TAX INDEMNIFICATION AGREEMENTTax Indemnification Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS TAX INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of ____________, 200_, is entered into by and between Thomas Weisel Partners Group, Inc. (the “Company”) and the individuals and entities listed on the signature page hereof (collectively, the “Indemnitees”).
NOTE AND REVOLVING LOAN AGREEMENTLoan Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • California
THIS NOTE AND REVOLVING LOAN AGREEMENT (“Agreement”), is dated as of January 5, 2004, is entered into between THOMAS WEISEL PARTNERS GROUP LLC, a Delaware limited liability company as further defined below (hereinafter called “Borrower”), whose principal place of business is at the address set forth in Section 1.6 hereinbelow, and FIRST REPUBLIC BANK as further defined below.
Form of Indemnification AgreementIndemnification Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This Indemnification Agreement (this “Agreement”) is made as of _________, 200___by and between Thomas Weisel Partners Group, Inc., a Delaware corporation (the “Company”), and _______________(the “Individual”).
LOAN AND SECURITY AGREEMENT THOMAS WEISEL CAPITAL MANAGEMENT LLC, THOMAS WEISEL VENTURE PARTNERS LLC, THOMAS WEISEL HEALTHCARE VENTURE PARTNERS LLC AND TAILWIND CAPITAL PARTNERS LLCLoan and Security Agreement • January 17th, 2006 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies
This LOAN AND SECURITY AGREEMENT, dated as of June 30, 2004, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 3000 Sand Hill Rd., Ste. 150, Bldg. 3, Menlo Park, California 94025, and THOMAS WEISEL CAPITAL MANAGEMENT LLC, a Delaware Limited Liability Company (“Capital Management”), THOMAS WEISEL VENTURE PARTNERS LLC, a Delaware Limited Liability Company (“Venture Partners”), THOMAS WEISEL HEALTHCARE VENTURE PARTNERS LLC, a Delaware Limited Liability Company (“Healthcare Partners”), and TAILWIND CAPITAL PARTNERS LLC, a Delaware Limited Liability Company (“Tailwind”; collectively with Capital Management, Venture Partners and Healthcare Partners “Borrower” and Capital Management, Venture Partners, Healthcare Partners and Tailwind, as appropriate, individually and each “Borrower”), provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
