Page
		ARTICLE I
		RESTRICTIONS ON TRANSFER
Section 1.01		General Restrictions on Transfer			2
Section 1.02		Legends			2
Section 1.03		Permitted Transferees			2
Section 1.04		Restrictions on Transfers by Shareholders			3
		ARTICLE II
		REGISTRATION RIGHTS
Section 2.01		Demand Registration			4
Section 2.02		Piggyback Registration			7
Section 2.03		Lock-Up Agreements			8
Section 2.04		Registration Procedures			8
Section 2.05		Indemnification by the Company			12
Section 2.06		Indemnification by Participating Shareholders			12
Section 2.07		Conduct of Indemnification Proceedings			13
Section 2.08		Contribution			14
Section 2.09		Participation in Public Offering			15
Section 2.10		Other Indemnification			15
Section 2.11		Cooperation by the Company			15
Section 2.12		No Transfer of Registration Rights			15
Section 2.13		Underwritten Offering Committee			15
Section 2.14		Term of Registration Rights			16
Section 2.15		Other Agreements			16
		ARTICLE III
		SHAREHOLDER COVENANTS
Section 3.01		Confidential Information			16
Section 3.02		Noncompetition			17
Section 3.03		Nonsolicitation of Clients			18
Section 3.04		Nonsolicitation of Employees			18
Section 3.05		Transfer of Client Relationships			18
Section 3.06		Prior Notice Required			19
Section 3.07		Shareholder Covenants Generally			19
Section 3.08		Damages			19
Section 3.09		Arbitration			20
Section 3.10		Compensation			20

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		ARTICLE IV
		MISCELLANEOUS
Section 4.01		Binding Effect; Assignability; Benefit			21
Section 4.02		Notices			21
Section 4.03		Waiver; Amendment; Termination			22
Section 4.04		Fees and Expenses			22
Section 4.05		Governing Law			22
Section 4.06		Jurisdiction			22
Section 4.07		WAIVER OF JURY TRIAL			23
Section 4.08		Specific Enforcement			23
Section 4.09		Counterparts; Effectiveness			23
Section 4.10		Entire Agreement			23
Section 4.11		Captions			23
Section 4.12		Severability			23
		ARTICLE V
		DEFINITIONS
Section 5.01		Definitions			24
Exhibit A:		Joinder Agreement to Partners Equity Agreement

PARTNERS EQUITY AGREEMENT

          This PARTNERS EQUITY AGREEMENT (this Agreement), dated as of February 7, 2006, 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.

W I T N E S S E T H:

          WHEREAS, pursuant to the Plan of Reorganization and Merger Agreement (the Reorganization Agreement), dated as of October 14, 2005, by and among the Company, Thomas Weisel Partners Group LLC (TWPG LLC) and TWPG Merger Sub LLC, the Company has agreed to succeed to the businesses of TWPG LLC through reorganization transactions (the Reorganization) involving, among others, the merger of TWPG Merger Sub LLC with and into TWPG LLC;

          WHEREAS, In connection with the Reorganization, the Shareholders will exchange his or her interests in TWPG LLC for Common Shares (as defined below);

          WHEREAS, the parties hereto acknowledge that each Shareholder, as a result of his or her relationship with TWPG LLC, has obtained knowledge of the Confidential Information (as defined below), and that the Companys future businesses rely, to a significant extent, upon such Confidential Information and the goodwill of TWPG LLC in general;

          WHEREAS, the parties hereto acknowledge that, following consummation of the Reorganization, as provided in and subject to the terms and conditions of this Agreement, the Shareholders may sell or dispose of certain of his or her Company Securities (as defined below), and receive substantial benefits as a result of the Reorganization.

          WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations after consummation of the Reorganization;

          NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the Reorganization Agreement, the parties hereto agree as follows:

ARTICLE I

RESTRICTIONS ON TRANSFER

          Section 1.01 General Restrictions on Transfer. (a) Each Shareholder understands and agrees that the Company Securities received by him or her pursuant to the Reorganization Agreement have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Shareholder agrees that he or she shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or blue sky laws, and the terms and conditions of this Agreement.

               (a) Any attempt to Transfer any Company Securities otherwise than in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Companys stock records to such attempted Transfer.

          Section 1.02 Legends. (a) In addition to any other legend that may be required under the Reorganization Agreement or otherwise, each certificate for Company Securities issued to the Shareholders shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PARTNERS EQUITY AGREEMENT, DATED AS OF FEBRUARY ___, 2006, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THOMAS WEISEL PARTNERS GROUP, INC. OR ANY SUCCESSOR THERETO.

               (b) If any Company Securities shall cease to be Registrable Securities under clause (i) or clause (ii) of the definition thereof, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the first sentence of the legend required by Section 1.02(a) endorsed thereon. If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue, or cause to be issued, to such holder a new certificate evidencing such Company Securities without the second sentence of the legend required by Section 1.02(a) endorsed thereon.

          Section 1.03 Permitted Transferees. Notwithstanding anything to the contrary in this Agreement, a Shareholder may at any time Transfer any or all of his or

her Company Securities to one or more of his or her Permitted Transferees without the consent of the Company so long as (a) such Permitted Transferee has agreed in writing to be bound by the terms of this Agreement pursuant to a Joinder Agreement in the form of Exhibit A attached hereto, and (b) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or blue sky laws.

          Section 1.04 Restrictions on Transfers by Shareholders. (a) Subject to Sections 1.04(b), 1.04(c) and 1.04(d), a Shareholder shall not Transfer any of his or her Company Securities until after the fifth anniversary of the Closing Date, except to one or more of his or her Permitted Transferees in accordance with Section 1.03; provided that, to the extent that at the time of any proposed Transfer, in the reasonable judgment of the Underwritten Offering Committee, the Shareholder continues to be actively engaged in the businesses of the Firm, his or her Company Securities may be released from the restrictions on Transfers set forth in this Section 1.04(a) to permit that:

               (i) up to one-third of the Company Securities of such Shareholder may be Transferred at any time after the third anniversary of the Closing Date (it being understood that, for purposes of this clause, any Company Securities Transferred by such Shareholder pursuant to Section 1.04(b)(i) on or prior to the third anniversary shall be included in calculating the one-third permitted to be Transferred hereunder); and

               (ii) up to an additional one-third of the Company Securities of such Shareholder may be Transferred at any time after the fourth anniversary of the Closing Date (it being understood that, for purposes of this clause, any Company Securities Transferred by such Shareholder pursuant to Section 1.04(b)(i) after the third anniversary but on or prior to the fourth anniversary shall be included in calculating the additional one-third permitted to be Transferred hereunder).

          (b) Notwithstanding the provisions of Section 1.04(a), a Shareholder may Transfer any of his or her Company Securities as follows:

               (i) in a Public Offering in connection with the exercise of his or her rights under Article II subject to the limitations set forth therein;

               (ii) following the termination of the employment of such Shareholder by the Company due to the Shareholders death or disability, in a Transfer that meets all of the requirements of Rule 144; or

               (iii) subject to the approval of the Underwritten Offering Committee, in a Transfer with or without consideration of any kind (A) to a spouse, lineal descendant, sibling or parent of the Shareholder (each, a Family Member), (B) a trust that is for the exclusive benefit of such Shareholder and/or one or more Family Members and/or any institution qualified as tax exempt under Section 501(c)(3) of the Code (Charitable Organization) or (C) any

Charitable Organization; provided, however, that in each case any such transferee shall have agreed in writing to be bound by the terms of this Agreement pursuant to a Joinder Agreement in the form of Exhibit A attached hereto, and such Transfer is in compliance with the Securities Act and any other applicable securities or blue sky laws).

              (c) The restrictions on Transfers set forth in Section 1.04(a) shall not terminate with respect to any Company Securities that have been pledged to the Company as security in connection with the Shareholder Covenants until such time as the Shareholder Covenants shall have expired.

              (d) The restrictions on Transfers set forth in Section 1.04(a) shall terminate automatically upon a Change of Control.

ARTICLE II

REGISTRATION RIGHTS

          Section 2.01 Demand Registration. (a) The Company shall give prompt notice to each Shareholder (so long as such Shareholder is an Eligible Shareholder) of each Window Period, which notice shall specify the Maximum Share Number. If at any time during a Window Period or at any time following the fifth anniversary of the Closing Date, the Company shall receive a request from the Shareholder (the Requesting Shareholder) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholders Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a Demand Registration) to the Other Shareholders. The Company shall use its commercially reasonable efforts to effect, subject to the provisions of Section 2.01(f), the registration under the Securities Act of the Registrable Securities for which the Requesting Shareholders have requested registration under this Section 2.01 and all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholders that any Other Shareholders with rights to request registration under Section 2.02 (all such Other Shareholders, together with the Requesting Shareholders, the Registering Shareholders) have requested the Company to register by request received by the Company within five (5) Business Days after such Other Shareholders receive the Companys notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that,