0000950149-08-000074 Sample Contracts

VOTING AND EXCHANGE TRUST AGREEMENT
Voting and Exchange Trust Agreement • May 28th, 2008 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Ontario

THIS VOTING AND EXCHANGE AGREEMENT (the “Agreement”), dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Parent”), TWP Acquisition Company (Canada), Inc., a corporation organized under the OBCA (“Canadian Sub”) and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).

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SUPPORT AGREEMENT
Support Agreement • May 28th, 2008 • Thomas Weisel Partners Group, Inc. • Security brokers, dealers & flotation companies • Ontario

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Parent”), TWP Holdings Company (Canada), ULC, an unlimited liability company organized under the laws of the Province of Nova Scotia and a wholly-owned subsidiary of Postal (“CallRightCo”) and TWP Acquisition Company (Canada), Inc., a corporation organized under the Ontario Business Corporations Act and an indirect subsidiary of Parent (“Canadian Sub”).

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