Relocation Agreement Letter

This letter confirms our mutual agreement relative to the terms and conditions applicable to your relocation to the San Francisco office from the Toronto office.

Your relocation is conditional upon the issue and maintenance of valid residency, work and/or any other permits necessary to legally reside and work in the U.S.  The U.S. Human Resources department has worked with you and outside counsel to apply for such work permits and you have already received and traveled under your L1A work visa.  In this regard, TWPG Inc. (“TWP” or the “Firm”) reiterates its promise to provide you with assistance (including paying for such assistance) regarding immigration matters, including your obtaining visas or other working permits that are necessary to your carrying out your duties and responsibilities for TWP, and doing so in a way that results in your wife receiving the appropriate working permit(s).

Any “gross up” payment under this letter will be made in compliance with applicable tax requirements, which for US tax purposes would include making the “gross up” payment no later than the end of the year in which the related taxes are remitted by you to the applicable tax authorities.

The Firm will follow advice of your tax counsel to determine whether you will be paid on its U.S. payroll or Canadian payroll.  Bonus terms for 2009 will be determined by your employment agreement attached.

The Firm will cover the entire cost incurred for estate and tax planning related in any way to the move of you and your family from Canada to the U.S., regardless of whether such costs arise during or after 2009.  The Firm utilizes BDO Seidman for these services and will pay BDO directly for those services that they provide.  If the provision of these services to you is deemed taxable to you, we will “gross up” any such tax payments, such that no cost is incurred by you.  We understand that you may elect to speak with additional advisors on these issues as well.

The Firm understands that as part of your relocation out of Canada and to the U.S. you must have all of your personal assets priced, and determine the value of Capital Gains tax against these assets.  It is also our understanding that rather than having to make a full payment of this tax when you exit the country, you may instead elect to pledge certain assets and/or supply a letter of credit and a promise to pay the capital gains taxes due to the Canadian Tax authority at the time assets are actually sold or liquidated, which creates a taxable event.  The letter of credit cannot be made by TWP or by a bank on behalf of TWP.  Furthermore, TWP agrees as follows:

2.2.1           Notwithstanding the attached employment agreement and any other agreement between TWP and you, including the terms of any TWP plan or program, the Firm will permit the use of TWP securities to back such letter(s) of credit, if the financial institution so desires.

2.2.2           TWP understands that if you are unable to arrange financing through a letter(s) of credit or similar means, you will be required to obtain cash via other means to cover various tax liabilities, including a Capital Gains tax.  In this regard, notwithstanding the attached employment agreement and any other agreement between TWP and you, including the terms of any TWP plan or program, TWP hereby agrees to work with you to achieve this goal, including, but not limited to one or more of the following actions:

2.2.2.1                      you may be permitted to sell shares of TWP stock, regardless of any applicable agreement or understanding regarding the timing of your ability to sell such sh