FORM OF TAX INDEMNIFICATION AGREEMENT

Exhibit 10.6

FORM OF TAX INDEMNIFICATION AGREEMENT

          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”).

          WHEREAS, each of the Indemnitees is currently or was formerly a member of Thomas Weisel Partners Group LLC (“TWPG”);

          NOW, THEREFORE, the parties agree as follows:

          1. Definitions.

          (a) “Covered Period” means, with respect to an Indemnitee, any taxable year of the Indemnitee for which, as of the date hereof, a taxing authority is not precluded by the applicable statute of limitations from assessing a liability for Tax with respect to a TWPG Item.

          (b) “Increased Taxes” means, with respect to each Indemnitee, an amount, determined by the Company in its sole discretion, equal to the excess of (i) the excess of Taxes payable by the Indemnitee in respect of TWPG Items for all Covered Periods over the Taxes in respect of TWPG Items shown as payable on Returns for all such periods as originally filed (or as amended prior to the date hereof) over (ii) the amount of any Tax benefits (including deductions, credits or refunds) estimated by the Company, in its sole discretion, to be available to such Indemnitee in any period as a result of the increase in Taxes described in clause (i) of this definition; provided, however, that, unless otherwise determined by the Company, in its sole discretion, any adjustments arising from (I) an Indemnitee’s individual circumstances, (II) correlative adjustments resulting from Returns as originally filed and (III) the issuance of any membership interests in TWPG to an Indemnitee, including without limitation any adjustments arising from any difference or perceived difference between the assumed value of such membership interests at the time of issuance and their fair market value at such time, shall not be taken into account in determining Increased Taxes.

          (c) “Return” means any report, information statement or return relating to, or required to be filed in connection with, any Tax.

          (d) “Tax” means any tax, including any interest, penalty or addition to tax, imposed by any U.S. federal, state, local or other government, or any agency or political subdivision thereof.

          (e) “TWPG Item” means, with respect to an Indemnitee, any item of income, gain, loss, deduction, credit or credit recapture directly relating to any activity of TWPG or any Affiliate and required to be reflected in a Return filed by TWPG or any

Affiliate, but only if (i) the item is required to be reflected in a U.S. federal, state or local or other Return filed by such Indemnitee or (ii) such Indemnitee is required to make a Tax payment to any taxing authority in respect of such item.

          2. Indemnity Obligation. (a) The Company hereby agrees to indemnify each Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount equal to such Indemnitee’s Increased Taxes.

          (b) If the Company determines, in its sole discretion, that the initial determination of Increased Taxes was incorrect (whether by reason of a subsequent examination by a taxing authority or otherwise), the Company shall make an additional payment to the Indemnitee or the Indemnitee shall make a payment to the Company equal to the difference between (i) the payment previously made pursuant to Section 2(a) hereof and (ii) the payment that would have been made had such original determination been correct. If more than one payment is to be made pursuant to this Section 2(b), the later payments shall take into account the effect of any prior payments.

          (c) Notwithstanding anything to the contrary contained herein, the Company shall be permitted, but not required, to advance the full amount of Taxes immediately payable by an Indemnitee in circumstances in which the Increased Taxes are less than the initial Tax payment ( e.g. , because the Tax payment gives rise to a tax benefit in the same or subsequent years). The Company shall be permitted, if it so elects, to charge interest on any advance made pursuant to this Section 2(c) at the applicable U.S. federal rate for the date such advance is made as described in Section 7872(f)(2)(B) of the Internal Revenue Code.

          3. Procedural Matters. (a) The Company (or its designee) shall, at the Company’s expense, represent TWPG, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) TWPG’s or Affiliate’s Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period to the extent the examination relates to a TWPG Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes.

          (b) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes.