FORM OF PARTNERS? EQUITY AGREEMENT

Exhibit 10.1

FORM OF

PARTNERS’ EQUITY AGREEMENT

Dated as of

                     , 200_

By and Between

THOMAS WEISEL PARTNERS GROUP, INC.

and

THE PARTNERS

 i 

 ii 

PARTNERS’ EQUITY AGREEMENT

     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.

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 Company’s 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.

          (b) 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 Company’s 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 ___, 200_, 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 Shareholder’s 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 Shareholder’s 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 Company’s 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,

               (i) subject to Section 2.01(d), the Company shall not be obligated to effect more than two Demand Registrations in any twelve-month period,

               (ii) the Company shall not be obligated to effect a Demand Registration unless the aggregate number of shares of the Registrable Securities requested to be included in such Demand Registration equals or exceeds 5% of the Common Shares outstanding at the time the request for the Demand Registration is made,

               (iii) the Company shall not be obligated to include in such registration a number of Registrable Securities of the Shareholder which exceeds such Shareholder’s Pro Rata Portion (unless any Other Shareholder who is an Eligible Shareholder shall choose not to participate in such registration up to the full amount of such Other Shareholder’s Pro Rata Portion, in which case each Registering Shareholder may choose to increase the number of Registrable Securities to be included in such registration by his or her Pro Rata Portion of the Shortfall subject to the provisions of Section 2.01(e)),

               (iv) the Company shall not be required to effect the registration of Registrable Securities in excess of the Maximum Share Number (the limitations in clauses (ii), (iii) and (iv) of this Section 2.01(a), collectively, the “ Public Offering Limitations ”),

               (v) in no event shall the Company be required to effect a Demand Registration from any Requesting Shareholder unless such Requesting Shareholder at the time the request is made (x) continues to be actively engaged in the businesses of the Firm (in the reasonable judgment of the Underwritten Offering Committee), (y) has suffered a termination of employment by the Firm resulting from a disability or (z) is a Permitted Transferee (a Shareholder who fulfills the criteria in clauses (x)-(z) of this Section 2.01(a)(v), an “ Eligible Shareholder ”), and

               (vi) The Company shall not be required to effect a Demand Registration within 180 days of a Piggyback Registration effected pursuant to Section 2.02.

          (b) Promptly after the expiration of the five (5) Business-Day period referred to in Section 2.01(a), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose

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out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request) or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses in connection with such revoked request.

          (c) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 2.01(b).

          (d) A Demand Registration shall not be deemed to have occurred:

               (i) unless the registration statement relating thereto has become effective under the Securities Act; provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court; or

               (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 66 2/3% of the Registrable Securities of the Registering Shareholders sought to be included in such registration are included.

          (e) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Registering Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included or are otherwise contractually required to be included that are not Registrable Securities under this Agreement) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “ Maximum Offering Size ”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

               (i) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size,

               (ii) second, all Registrable Securities requested to be included in such registration by the Registering Shareholders who are Eligible Shareholders and all Company Securities contractually required to be registered for the account of any other Persons (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders and such other Persons on the basis of the relative number of Registrable Securities or such other

Company Securities so requested to be included in such registration by each such Registering Shareholder and such other Person), and

               (iii) third, any Company Securities proposed, but not contractually required, to be registered for the account of any other Persons with such priorities among them as the Company may determine.

          (f) Upon notice to each Requesting Shareholder, the Company may defer the filing of a registration statement pursuant to this Section 2.01 for a reasonable period of time not exceeding 90 days if (i) at the time the Company receives the request for such Demand Registration, there is (A) material non-public information regarding the Company which, in the judgment of the Board, is not in the Company’s best interest to disclose and which the Company is not otherwise required to disclose or (B) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which, in the judgment of the Board, is not in the Company’s best interest to disclose; or (ii) prior to receiving the request for such Demand Registration, the Company has determined to effect an offering in connection with which equity securities of the Company are sold to an underwriter or underwriters for reoffering to the public pursuant to an effective registration statement under the Securities Act, and the Company has determined to proceed with such offering.

     Section 2.02 Piggyback Registration . (a) If the Company proposes to register any of the equity securities issued by it under the Securities Act (other than a registration relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person on Form S-8 or S-4, or any successor or similar forms), whether or not for sale for its own account, the Company shall each such time give notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder (so long as such Shareholder is then an Eligible Shareholder), which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as such Shareholder may request (a “ Piggyback Registration ”), subject to the provisions of Section 2.02(b) and the Public Offering Limitations. Upon the request of such Shareholder (if such Shareholder is then an Eligible Shareholder) made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such other Shareholders, to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten public offering, all such

Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 3.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

          (b) If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

               (i) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, and

               (ii) second, all Registrable Securities requested to be included in such registration by any Shareholders who are Eligible Shareholders pursuant to Section 2.02 and all securities contractually required to be registered for the account of any other Persons (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders and such other Persons on the basis of the relative number of Registrable Securities or such other Company Securities so requested to be included in such registration by each such Shareholder and such other Person), and

               (iii) third, any Company Securities proposed, but not contractually required, to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

     Section 2.03 Lock-Up Agreements . If any registration of Registrable Securities shall be effected in connection with a Public Offering, each Shareholder shall not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to any Common Shares, any options or warrants to purchase any Common Shares, or any securities convertible into or exchangeable for any Common Shares now owned or hereafter acquired directly by such Shareholder or with respect to which such Shareholder has or hereafter acquires the power of disposition (except as part

of such Public Offering) during the period beginning on the effective date of the applicable registration statement until the earlier of (i) such time as the Company and the managing underwriter shall agree and (ii) 215 days (such period, the “Lock-Up Period” for the applicable registration statement).

     Section 2.04 Registration Procedures . Whenever a Shareholder requests that any Registrable Securities be registered pursuant to Section 2.01 or 2.02, subject to the provisions of such Sections, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable and, in connection with any such request:

          (a) The Company shall prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Registering Shareholders included in such registration statement shall have actually been sold thereunder).

          (b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter, to the extent such documents are not publicly available on the SEC’s EDGAR website, the Company shall furnish to such Shareholder and each underwriter, without charge, at least one conformed copy of each registration statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Shareholder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC. The Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its commercially reasonable efforts to comply with such request; provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that doing so would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

          (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the

Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Shareholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

          (d) The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

          (e) The Company shall immediately notify each Registering Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.

          (f) The Company shall select an underwriter or underwriters in connection with any Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD.

          (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to

this Section 2.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “ Inspectors ”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “ Records ”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities; (ii) disclosure of such information, in the opinion of counsel to such Person, is required by law; (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Person or (iv) such information becomes available to such Person from a source other than the Company and such source is not known by such Person to be bound by a confidentiality agreement with the Company. The Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. The Shareholder further agrees that, upon learning that disclosure of such Records is required by court or administrative order or necessary to respond to inquiries of regulatory authorities, it shall give prompt notice to the Company in advance of such disclosure and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential.

          (h) The Company shall furnish to each Registering Shareholder and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or underwriter, of a comfort letter or comfort letters from the Company’s independent public accountants, in form and substance as are customary in connection with underwritten public offerings.

          (i) The Company may require each such Registering Shareholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

          (j) The Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.04(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the

Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.04(e) to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 2.04(e).

          (k) The Company shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

          (l) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

     Section 2.05 Indemnification by the Company . The Company agrees to indemnify and hold harmless each Registering Shareholder holding Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if an