Free Declaration in Support - District Court of California - California

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 1 of 59

EXHIBIT A

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 2 of 59

THOMAS WEISEL PARTNERS GROUP, INC.

(Securities Registration Statement)

FORM S-1

Filed 4/24/2006

Address Telephone CIK Industry Sector Fiscal Year

ONE MONTGOMERY STREET SAN FRANCISCO, California 94104 415-364-2500 0001340354 Investment Services Financial 12/31

11/4"tw*d BY

EDGARbIlifile

hitplfumwedgar-online.comf 0 Copyright 2006. All Rights Reserved_ Distribution and use of this document restricted under EDGAR Onlines Terms of Use.

Case 3:07-cv-06198-MHP
Table of Contents

Document 49-2

Filed 07/10/2008

Page 3 of 59

Association. Thomas Weisel Partners International Limited, our registered U.K. broker-dealer subsidiary, is subject to regulation by the Financial Services Authority in the United Kingdom. Thomas Weisel international Private Limited, our broker-dealer branch office in India, is subject to the oversight of Indian regulatory authorities. Our business may also be subject to regulation by non-U.S. governmental and regulatory bodies and self-regulatory authorities in other countries where we operate. Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of customers' funds and securities, capital structure, record-keeping, the financing of customers' purchases and the conduct and qualifications of directors, officers and employees. In particular, as a registered broker-dealer and member of various selfregulatory organizations, Thomas Weisel Partners LLC is subject to the SEC's uniform net capital rule, Rule 15c3-1. Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of its assets be kept in relatively liquid form. The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SEC's uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital. The SEC has adopted rule amendments that establish alternative net capital requirements for broker-dealers that are part of a consolidated supervised entity. As a condition to its use of the alternative method, a broker-dealer's ultimate holding company and affiliates (referred to collectively as a consolidated supervised entity) must consent to group-wide supervision and examination by the SEC. If we elect to become subject to the SEC's group-wide supervision, we will be required to report to the SEC computations of our capital adequacy. The research areas of investment banks have been and remain the subject of increased regulatory scrutiny. In 2002 and 2003, acting in part pursuant to a mandate contained in the Sarbanes-Oxley Act of 2002, the SEC, the NYSE, and the NASD adopted rules imposing heightened restrictions on the interaction between equity research analysts and investment banking personnel at member securities firms. In addition, in 2003 and 2004, several securities firms in the United States, including Thomas Weisel Partners LLC, reached a settlement with certain federal and state securities regulators and self-regulatory organizations to resolve investigations into their equity research analysts' alleged conflicts of interest. Under this settlement, the firms have been subject to certain restrictions and undertakings. As part of this settlement, restrictions have been imposed on the interaction between research and investment banking departments, and these securities firms are required to fund the provision of independent research to their customers. In connection with the research settlement, the firm has also subscribed to a voluntary initiative imposing restrictions on the allocation of shares in initial public offerings to executives and directors of public companies. The SEC has proposed amendments to Regulation M that would further affect the manner in which securities are distributed and allocated in registered public offerings, and the NASD has proposed similar rulemaking in this area. We cannot fully predict the practical effect that such restrictions or measures will have on our business, and the SEC, the NYSE and the NASD may adopt additional and more stringent rules with respect to offering procedures and the management of conflicts of interest in the future. The SEC staff has conducted studies with respect to soft dollar practices in the brokerage and asset management industries. In October 2005, the SEC proposed interpretive guidance regarding the scope of permitted brokerage and research services in connection with soft dollar practices. The SEC staff has indicated that it is considering additional rulemaking in this area, and we 74

Case 3:07-cv-06198-MHP
Table of Contents

Document 49-2

Filed 07/10/2008

Page 4 of 59

THOMAS WEISEL PARTNERS GROUP INC. (formerly Thomas Weisel Partners Group LLC and Subsidiaries) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share amounts and unless otherwise indicated) 1. Organization

Thomas Weisel Partners Group, Inc., together with its subsidiaries (collectively, the "Firm"), is an independent investment banking firm headquartered in San Francisco, with additional offices in Silicon Valley, Boston, New York City and Mumbai, India. In connection with the closing of the initial public offering of Thomas Weisel Partners Group, Inc. on February 7, 2006, a number of reorganization transactions were carried out in order to cause Thomas Weisel Partners Group, Inc., a Delaware corporation, to succeed to the business of Thomas Weisel Partners Group LLC. The Firm operates and is managed as a single operating segment providing investment services to its clients. The Firm offers a wide range of services including securities brokerage, investment banking and asset management products. The Firm's business is organized into four principal business lines: (i) investment banking; (ii) brokerage; (iii) equity research and (iv) asset management. Because the Firm operates on an integrated basis to meet the needs of its clients, the Firm does not identify or manage assets or expenses resulting from any service, or class of service, as a separate operating segment. The Firm conducts its brokerage and investment banking business primarily through its wholly-owned subsidiary, Thomas Weisel Partners LLC (TWP), a limited liability company formed on September 18, 1998 under the laws of the State of Delaware. TWP is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the New York Stock Exchange, Inc. ("NYSE"), American Stock Exchange and the National Association of Securities Dealers, Inc. ("NASD"). TWP is also a registered introducing broker under the Commodity Exchange Act and a member of the National Futures Association. TWP introduces on a fully disclosed basis its proprietary and customer securities transactions to another broker dealer for clearance and settlement. In August 2005, Thomas Weisel Partners, Mauritius (TWPM), a wholly-owned subsidiary of TWP, and Thomas Weisel International Private Limited (TVV1PL), a wholly-owned subsidiary of TWP, both were formed under the laws of Mauritius and India, respectively. In October 2005, TWIPL was approved by the NYSE as a branch of TWP. Thomas Weisel Partners International Limited (TWPIL) is a U.K. broker-dealer registered with the Securities and Futures Authority Limited. The Firm also provides asset management services for sophisticated investors through its wholly-owned subsidiaries, Thomas Weisel Capital Management LLC (TWCM), TWCP LLC (formerly, Tailwind Capital Partners LLC) (TCP), Thomas Weisel Venture Partners LLC (TWVP), Thomas Weisel Healthcare Venture Partners LLC (TWHVP), Thomas Weisel Global Growth Partners LLC (TWGGP) and Thomas Weisel Asset Management LLC (TWAM). TWP, TWCM, TWAM and TWGGP are registered as investment advisers under the Investment Advisers Act of 1940. The Firm also offers insurance products through its wholly-owned subsidiary, Thomas Weisel Partners Insurance Services (TWPIS). 2. Significant Accounting Policies

Basis of Presentation -- These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and these footnotes, including investment valuations, compensation accruals and other matters. Management believes that the estimates used in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ materially from those estimates. F-7

Case 3:07-cv-06198-MHP
Table of Contents
Exhibit Number

Document 49-2

Filed 07/10/2008

Page 5 of 59

Description

Lease, dated as of January I 0, 2000, between Teachers Insurance and Annuity Association of America and Thomas Weisel Partners Group LLC, as amended by the First Amendment dated as of February 1, 2000, the Second Amendment dated as of June 21, 2000 and the Third Amendment dated as of October 29, 2003 10.9** Lease, dated as of June 21, 2000, between Teachers Insurance and Annuity Association of America and Thomas Weisel Partners Group LLC, as amended by the First Amendment dated as of April 20, 2001 and the Second Amendment dated as of October 8, 2003 10.10** Lease, dated as of May 5, 1999, between 390 Park Avenue Associates, LLC and Thomas Weisel Partners Group LLC, as amended by the Letter Agreement dated as of June 3, 1999, the Lease Amendment dated as of October 1, 1999 and the Third Lease Amendment dated as of May 3, 2000 10.11* Lease, dated as of June 30, 1999, between Fort Hill Square Phase 2 Associates and Thomas Weisel Partners Group LLC, as amended by the First Amendment dated as of October 25, 1999, the Second Amendment dated as of June 12, 2000 and the Third Amendment dated as of January 8, 2002 10.12* Sublease, dated as of July 30, 2004, between Dewey Ballantine LLP and Thomas Weisel Partners Group LLC 10.13** Subscription Agreement, dated as of January 18, 2000, between Thomas Weisel Partners Group LLC and California Public Employees' Retirement System, as amended 10.14**** Letter Agreement, dated as of January 27, 2006, between Thomas Weisel Partners Group LLC and California Public Employees' Retirement System 10.15** Alliance Agreement, dated as of November 14, 2001, among Nomura Securities Co., Ltd., Nomura Corporate Advisors Co., Ltd., Nomura Holding America Inc. and Thomas Weisel Partners Group LLC 10.16**** Thomas Weisel Partners Group, Inc. Bonus Plan 10.17**** Form of Restricted Stock Unit Award Agreement 10.18**** Form of Restricted Stock Award Agreement 10.19$ CEO Employment Agreement 10.20*** Loan and Security Agreement among Silicon Valley Bank, Thomas Weisel Capital Management LLC, Thomas Weisel Venture Partners LLC, Thomas Weisel Healthcare Venture Partners LLC and Tailwind Capital Partners LLC, dated as of June 30, 2004 10.21*** Unconditional Secured Guaranty by Thomas Weisel Partners Group LLC to Silicon Valley Bank, dated June 15, 2004 10.22*** Master Security Agreement between General Electric Capital Corporation and Thomas Weisel Partners Group LLC, dated as of December 31, 2003, as amended by the Amendment dated as of November 30, 2005, the Financial Covenants Addendum No. 1 to Master Security Agreement, dated as of December 31, 2003, and the Financial Covenants Addendum No. 2 to Master Security Agreement, dated as of November 30, 2005 10.23*** Revolving Note and Cash Subordination Agreement between National Financial Services LLC and Thomas Weisel Partners LLC, dated as of November 28, 2005 10.24*** Note and Revolving Loan Agreement between First Republic Bank and Thomas Weisel Partners Group LLC, dated as of January 5, 2004, as amended by the First Modification Agreement, dated as of July 20, 2005 10.25*** Leave and License Agreement, dated as of December 2, 2005, between Tivoli Investments & Trading Company Private Limited and Thomas Weisel International Private Limited 11-3

10.8**

Case 3:07-cv-06198-MHP
Table of Contents
Exhibit Number

Document 49-2

Filed 07/10/2008

Page 6 of 59

Description

10.26*** l0.27**** 21.1t 23.1 23.2t 24.1 t **

Leave and License Agreement, dated as of December 2, 2005, between Fitech Equipments (India) Private Limited and Thomas Weisel International Private Limited Letter Agreement, dated as of June 23, 2005, between Thomas Weisel Partners Group LLC and California Public Employees' Retirement System List of Subsidiaries of the Registrant Consent of Deloitte & Touche LLP Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) Power of Attorney (included on signature page of this filing)

To be filed by amendment Filed as an exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-129108), filed October 19, 2005. Filed as an exhibit to Amendment No. Ito Registrant's Registration Statement on Form S-1 (File No. 333-129108), filed December 13, 2005.

*** Filed as an exhibit to Amendment No. 2 to Registrant's Registration Statement on Form S-1 (File No. 333-129108), filed January 17, 2006. Filed as an exhibit to Amendment No. 3 to Registrant's Registration Statement on Form S-1 (File No. 333-129108), filed February 1, 2006. I Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 000-51730), filed March 29, 2006. Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (c) The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4

Case 3:07-cv-06198-MHP
Table of Contents Exhibit Number 10.12* 10.13**

Document 49-2

Filed 07/10/2008

Page 7 of 59

Description Sublease, dated as of July 30, 2004, between Dewey BaLlantine LLP and Thomas Weisel Partners Group LLC Subscription Agreement, dated as of January 18, 2000, between Thomas Weisel Partners Group LLC and California Public Employees' Retirement System, as amended 10.14** ** Letter Agreement, dated as of January 27, 2006, between Thomas Weisel Partners Group LLC and California Public Employees' Retirement System 10.15** Alliance Agreement, dated as of November 14, 2001, among Nomura Securities Co., Ltd., Nomura Corporate Advisors Co., Ltd., Nomura Holding America Inc. and Thomas Weisel Partners Group LLC 10.16**** Thomas Weisel Partners Group, Inc. Bonus Plan 10 .17**** Form of Restricted Stock Unit Award Agreement 10.18**** Form of Restricted Stock Award Agreement 10.19I CEO Employment Agreement 10.20*** Loan and Security Agreement among Silicon Valley Bank, Thomas Weisel Capital Management LLC, Thomas Weisel Venture Partners LLC, Thomas Weisel Healthcare Venture Partners LLC and Tailwind Capital Partners LLC, dated as of June 30, 2004 10.21*** Unconditional Secured Guaranty by Thomas Weisel Partners Group LLC to Silicon Valley Bank, dated June 15, 2004 10.22*** Master Security Agreement between General Electric Capital Corporation and Thomas Weisel Partners Group LLC, dated as of December 31, 2003, as amended by the Amendment dated as of November 30, 2005, the Financial Covenants Addendum No. 1 to Master Security Agreement, dated as of December 31, 2003, and the Financial Covenants Addendum No. 2 to Master Security Agreement, dated as of November 30, 2005 10.23*** Revolving Note and Cash Subordination Agreement between National Financial Services LLC and Thomas Weisel Partners LLC, dated as of November 28, 2005 10.24*** Note and Revolving Loan Agreement between First Republic Bank and Thomas Weisel Partners Group LLC, dated as of January 5, 2004, as amended by the First Modification Agreement, dated as of July 20, 2005 10.25*** Leave and License Agreement, dated as of December 2, 2005, between Tivoli Investments & Trading Company Private Limited and Thomas Weisel International Private Limited 10.26*** Leave and License Agreement, dated as of December 2, 2005, between Fitech Equipments (India) Private Limited and Thomas Weisel International Private Limited 10.27**** Letter Agreement, dated as of June 23, 2005, between Thomas Weisel Partners Group LLC and California Public Employees' Retirement System 21.1 t List of Subsidiaries of the Registrant 23.1 Consent of Deloitte & Touche LLP 23.2t Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page of this filing)

t To be filed by amendment Filed as an exhibit to Registrant's Registration Statement on Form S-1 (File No. 333-129108), filed October 19, 2005. E-2

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 8 of 59

EXHIBIT B

Press de presse (Print Format) - Shareholders / Investors I BNP Paribas Bank Case 3:07-cv-06198-MHP Document 49-2 Filed 07/10/2008

Page 1 of 3 Page 9 of 59

II ; · NI 0 · 0 0 0 0 111

1,141

7t4:4Ir BNP PARIB ,ot

Shareholders / Investors

Press release
BNP Paribas announces new nominations in Corporate Finance and Equity Brokerage in Asia
September 19 th , 2006 BNP Paribas is pleased to announce an enhanced business model for its Equity Brokerage and Corporate Finance businesses in Asia, as well as the appointment of new executives. Effective today, the Equity Brokerage business will be led by Pierre Rousseau, Head of BNP Paribas Securities (Asia) and Global Head of Equity Brokerage; while the Corporate Finance business (Equity Capital Markets and Mergers and Acquisitions), will be led by Christian de Charnace, Head of BNP Paribas Corporate Finance, Asia Pacific, who is also a member of the Global Corporate Finance Executive Committee. Pierre will report to Yann Gerardin, Global Head of Equities and Derivatives. Christian will report to Thierry Varene, Global Head of Corporate Finance. The Equity Brokerage business will encompass: · the present Equity Brokerage activities of BNP Paribas Peregrine, namely 200 Front Office staff with prime quality Equity Research on 7 Stock Exchanges in Asia (Hong Kong, Taiwan, Korea, Singapore, Indonesia, Malaysia, and in association with Thanachart Securities in Thailand), and Sales / Trading in Asia, Europe and the USA; · and the Equity Execution Brokerage activities of BNP Paribas in Asia, centered around the hubs of Tokyo and Hong Kong. Boasting 30 professionals equipped with cutting-edge technology, this division offers to Institutional clients a wide range of Equity Execution services.

In addition to strengthened Execution Services capacities, this closer proximity to the Equity Derivatives Business line will allow the Equity Cash Brokerage of BNP Paribas in Asia to offer a wide, coordinated product mix to all of its Institutional clients in Asia, Europe and the USA. These services include full Research service; Execution-only service; and a complete range of products in Structured and Flow Equity Derivatives (for which BNP Paribas is a world leader). The integrated pan-Asia Pacific Corporate Finance platform will encompass:

http://invest.bnpparibas.com/en/news/press-releases-print.asp?Code=BDEV-6TSBP3

Press de presse (Print Format) - Shareholders / Investors1BNP Paribas Bank Case 3:07-cv-06198-MHP Document 49-2 Filed 07/10/2008

Page 2 of 3 Page 10 of 59

· the existing staff, products and perimeter of BNP Paribas Peregrine in Corporate Finance (ECM and M&A) in China, Hong Kong, Taiwan and South-East Asia (80 professionals). · the existing Corporate Finance teams of BNP Paribas in Japan and Korea.

The newly integrated Corporate Finance platform in Asia is the largest for BNP Paribas outside Europe. With its strong franchise in China, and centers of excellence in Hong Kong, Taiwan, Southeast Asia, Japan and Korea, this new Corporate Finance platform will continue to develop the traditional ECM, mid-cap, franchise of BNP Paribas in Hong Kong and China, together with a full range of Advisory and ECM services to the large Asian Groups and Multinationals. With the enhanced platform, the Corporate Finance team in Asia will be in an even better position to develop international business strategies, capturing a larger share of growing business from Europe and the US. Both Pierre and Christian are based in Hong Kong. They, and their respective teams, will continue to operate in close cooperation for the distribution of the ECM transactions. In Hong Kong and China, these changes and expansions of perimeters represent a natural evolution for BNP Paribas Peregrine, as it has been operating, for the last three years, as an integrated division of the Bank. Before the end of the year, the Bank will conduct an alignment of its branding in Equity Brokerage and Corporate Finance, to better reflect the evolution of the business models in these two areas. The branding alignment of Equity Brokerage and Corporate Finance divisions with that of the BNP Paribas Group underscores the rising profile of these two businesses as they pursue bigger underwriting deals in the Asian markets and also expand their presence outside the region. With the branding alignment, these two businesses will be in an even better position to leverage on BNP Paribas' globally-integrated brand recognition and infrastructure. BNP Paribas is amongst the world's 15 largest banks and is the No.1 bank in the Eurozone in terms of market capitalization. This is a very strong foundation from which the Corporate Finance and Equity Brokerage businesses in Asia can benefit. Meanwhile Jean-Claude Bergadaa, currently Chief Executive Officer of BNP Paribas Peregrine, who until now supervises both Brokerage and Corporate Finance activities, will take up a new position in Paris assuming supervisory and marketing responsibilities over a number of OECD countries. During his three-year tenure in Hong Kong, significant developments were carried out, including the creation of a stock brokerage unit in Taiwan, the re-launching of a significant M&A activity in South East Asia, Hong Kong and China and the creation of a strategic partnership in Thailand, thus preparing for the present new phase and evolution. About BNP Paribas BNP Paribas (www.bnpparibas.com ) is a European leader in banking and financial services, and ranks among the world's top 15 banks, and number one in the Euro zone, by market capitalization. It has around 140 000 employees, 110 000 of whom are based in Europe. The group occupies leading positions in three significant fields of activity: Corporate and Investment Banking, Asset Management & Services and Retail Banking It is present in 85 countries and has a strong presence in all the key financial centres. Present throughout Europe, in all its business lines, France and Italy are its two domestic markets in retail banking. BNP Paribas enjoys a significant and growing presence in the United States and leading positions in Asia and in emerging markets. http://invest.bnpparibas.com/en/news/press-releases-print.asp?Code=BDEV-6TSBP3

Press de presse (Print Format) - Shareholders / Investors I BNP Paribas Bank Case 3:07-cv-06198-MHP Document 49-2 Filed 07/10/2008

Page 3 of 3 Page 11 of 59

Press contacts: Lavina Chan + 852 29 09 88 12 Christine Chan + 852 29 09 88 47 I-16lêne Regnard +33 1 40 14 65 14 Print Close

http://invest.bnpparibas.com/en/news/press-releases-print.asp?Code=BDEV-6TSBP3

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 12 of 59

EXHIBIT C

California Business Search Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page Page 13 of 59 1 of 1

DISCLAIMER: The information displayed here is current as of JUN 13, 2008 and is updated weekly. It is not a complete or certified record of the Corporation.

Corporation BNP PARIBAS Number: CO559190 Jurisdiction: FRANCE Address 787 SEVENTH AVE NEW YORK, NY 10019 Agent for Service of Process FRANCES KAWAGUCHI ONE FRONT ST 23RD FL SAN FRANCISCO, CA 94111
Blank fields indicate the information is not contained in the computer file. If the status of the corporation is "Surrender", the agent for service of process is automatically revoked. Please refer to California Corporations Code Section 2114 for information relating to service upon corporations that have surrendered.

Date Filed: 12/19/1968

Status: active

http://kepler.sos.ca.gov/corpdata/ShowAllList?QueryCorpNumber=CO559190&printer=yes

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 14 of 59

EXHIBIT D

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 15 of 59

FILED UNDER SEAL

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 16 of 59

EXHIBIT E

In Brief

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page Page 17 of 59 1 of 2

BNP PARIBAS
One of the largest international banking networks with strong positions in Asia and a significant presence in the United States.

P PARIBAS

1st largest French company and 5th in the banking industry worldwide, 1st bank in the Euro Zone (`Global 2000 Forbes' 2008) 6th most valuable international banking brand (Brand Finance 2008) BNP Paribas operates in over 85 countries, and has 162,700 employees including 126,600 in Europe - among whom 19,900 in Italy and 64,100 in France and in the Overseas Departments; 15,000 in North America and 8,800 in Asia. A few key figures Ratings Standard & Poor's : M+ (stable outlook) / A-1+ (short term) Moody's : Aa1 (stable outlook) / Prime-1 (short term) Fitch : AA (stable outlook) / F1+ (short term) Financial results as of 31 March 2008 (1Q08) Net Banking Income of 7,395 mn, -10.0% /1Q07 Gross Operating Income of 2,790 mn, -23.1% /1007 Net Income Group Share of 1,981 mn, -21.0% /1007 Annual results as of 31 December 2007 The Group's main key figures

Three core businesses

Retail Banking International Retail Services

Corporate and Investment Banking Asset Management et Services Other activities Klepierre Principal Investments L'Atelier

BNL Banca Commerciale

Multimedia

Watch the video of the year 2007

http://www.banque.bnpparibas.com/en/pid496/in-brief html?print=on

In Brief

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page Page 18 of 59 2 of 2

View the corporate film (Macromedia Flash Player 7)

Corporate Leaflet

A selection of Awards and Rankings, beginnings of 2008

Corporate & Investment Banking Advisory and capital markets · · · · · Structured Products House of the Year (Risk Magazine) Equity Derivatives House of the Year (Structured Products) Derivatives House of the Year (Asia-ex Japan Asia Risk) "Credit House of the Year" (Structured Products) "Rising Star Equity House" (The Asset Triple A)

Financing businesses · · · · "Best Structured Commodity Bank" (Trade Finance Magazine) N°1 Mandated Lead Arranger worldwide for Project Finance (Thomson) N°1 Mandated Lead Arranger worldwide for Global Trade Finance Loans (Dealogic) "Most innovative Bank in Trade" (Trade & Forfaiting Review)

Asset Management & Services · BNP Paribas Banque Privee: N°1 in France, N°5 in Western Europe, N°9 worldwide (Euromoney) · BNP Paribas Assurance: world leader in creditor insurance (FFSA) · BNP Paribas Securities Services: N°1 in Europe, top 5 worldwide (globalcustody.net) International Retail Services ·

· BNP Paribas Lease Group: N°1 in France in equipment leasing (Association Frangaise des · Arval: N°1 in France and N°2 in Europe for corporate vehicles leasing and services (SNLVLD) · BancWest: 6th Bank in the Western United States (SNL Financial) · UkrSibbank: 3rd Bank in Ukraine in terms of assets, "Bank of the Year" in Ukraine (Euromoney,

Research Institute)

BNP Paribas Personal Finance: N°1 in personal lending solutions in Europe (European Credit

Societôs Financiéres)

Global Finance)

BNL

· 3rd Italian banking brand (Eurisko Mutlifintrack 2007); · 6th Italian Bank in terms of amount of customer loans and deposits (Associazione Bancaria

Italiana).

hnp://www.banque.bnpparibas.com/en/pid496/in-briefhtml?print=on

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 19 of 59

EXHIBIT F

Global Execution & Settlement - BNP Paribas Securities Services Case 3:07-cv-06198-MHP Document 49-2 Filed 07/10/2008

Page 1 of 1 Page 20 of 59

Clients Home Local Clearing & Custody Derivatives Clearing Global Execution & Settlement Global Custody Trade administration Fund Administration Asset Manager Outsourcing Transfer Agency Performance Measurement Investment Compliance Fund Distribution Support Securities Lending Cash / Foreign Exchange Issuer Advisory Shareholder Services Stock Option Plans Employee Stock Plans Securitisation & Structured Finance Debt Services Global Clearing & Settlement Fund Hosting WRAP Services Services

Services

Loco bon.

News

Contacts

Careers

Global Execution & Settlement

Global Execution & Settlement
For financial institutions seeking cost-efficient execution with high-quality post-trade support, BNP Paribas Securities Services has the answer. We provide clients with a fully-integrated solution covering both the execution of a trade order and the associated clearing, settlement and custody-related tasks. Our market coverage includes easy access to dozens of exchanges worldwide, so clients just send us their initial trade instructions--and we handle the rest. Worldwide coverage We offer access to over 50 exchanges around the world, on a 'direct market' or 'execution desk access basis', 24 hours a day via our regional centres in Paris, New York and Hong Kong. We also offer a comprehensive range of instruments covering cash equity, UCITS and both listed and OTC derivatives. An efficient execution-clearing-settlement solution Our solution is based on a simple model that is scaleable, low-risk and cost-efficient. We offer clients the dual benefits of BNP Paribas' leading positions in equities and derivatives execution as well as in clearing and custody services: the best of both worlds pre- and posttrade within a simple, cost-effective package. Streamlined operations and improved risk management Because clients send only one execution instruction, there is no need for separate settlement notices, eliminating a layer of administration and thus reducing cost. In addition our trade confirmations and post-trade processing are fully automated, having reached 100% STP rates significantly reducing operational risk. Furthermore, our operating model is based on standard industry interfaces and open architecture, so compatibility with major order management systems is assured. For more information on our integrated execution, clearing and settlement solution, contact your local BNP Paribas Securities Services' representative.

About us I Clients I Services I Locations I News I Careers BNP Paribas Website I Contacts I Legal information I Site map

http://securities-services.bnpparibas.com/jahia/Jahia/site/bp2sportal/pid/69

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 21 of 59

EXHIBIT G

Press de presseCase 3:07-cv-06198-MHP / Document 49-2 (Print Format) - Shareholders Investors1BNP Paribas Bank Filed 07/10/2008

Page Page 22 of 59 1 of 2

B N P PARIBAS

Shareholderinvestors

Press release
With Geojit, BNP Paribas enters into savings products distribution in India and creates the BNP Paribas Personal Investors business line
March 13 th , 2007 BNP Paribas acquires a 27% interest in the India-based company Geojit and becomes its main shareholder BNP Paribas enters the capital of Geojit Financial Services Ltd through a preferential allotment representing 27% of Geojit's equity. The capital increase will take place in two steps and the share of BNP Paribas will increase up to a minimum of 34.35% in the coming few weeks. Based in Kochi, Kerala, Geojit is a brokerage firm and distributor of financial savings products, with approximately 250,000 clients, a network of 400 branches throughout India, and over 2,000 employees. Geojit also operates in the United Arab Emirates through the joint-venture Barjeel Geojit Securities. Geojit offers brokerage services for equities, derivatives and commodities, financial savings products (funds, life insurance, programmed savings plans) and a portfolio management service, mainly to private customers. Created in 1987, Geojit is listed in India on the National Stock Exchange and the Bombay Stock Exchange. The capital increase allotted to BNP Paribas will mainly allow to finance the continued development of the company in India and to bolster its presence in the Gulf countries, primarily through the opening of a new jointventure in Saudi Arabia. The company will use the brand name Geojit BNP Paribas and the common logo of the group's companies for all its operations in India. CJ George, age 48, has been the CEO of Geojit since its creation and becomes CEO of Geojit BNP Paribas. He holds a Masters in Business and the Certified Financial Planner (CFP) degree. He was elected Businessman of Kerala in 2002. He is a member of the Executive Board of the Associated Chambers of Commerce and Industry of India, New Delhi (ASSOCHAM), of the Kochi Chamber of Commerce and of the Executive Committee of Financial Planning standard Board of India, Bombay. He also sat on the Executive Board of the National Stock Exchange (NSE). CJ George joins the Executive Board of BNP Paribas Personal Investors. A strategic partnership between Geojit and BNP Paribas Already present in India through its Investment Banking, Private Banking, Insurance (joint-venture SBI Life) and Asset Management (joint-venture Sundaram BNP Paribas, etc.) activities, BNP Paribas will find in Geojit a strong trading and distribution platform in a fast growing market. To accelerate its growth, Geojit will benefit from the BNP Paribas Group's experience in savings distribution (investment funds, life insurance), cross-selling, consulting and discretionary management of stocks and investment funds, multi-channel distribution and direct marketing and telesales (Internet and telephone).

http://invest.bnpparibas.com/en/news/press-releases-print.asp?Code --LPOI-6Z9B SP

Press de presseCase 3:07-cv-06198-MHP / Investors I BNP Paribas Bank (Print Format) - Shareholders Document 49-2 Filed 07/10/2008

Page 2 of 2 Page 23 of 59 A new business line, BNP Paribas Personal Investors, is part of the Asset Management & Services (AMS) division It includes: - Cortal Consors - its subsidiary, the brokerage firm B*capital - the interest in Geojit BNP Paribas Personal Investors is dedicated to providing financial investment advice to a mass-affluent clientele in Europe and several emerging countries through various distribution channels (Internet, telephone and face-toface). These operations are managed jointly so as to ensure that their identity and operational independence is preserved. BNP Paribas Personal Investors, with 4,000 members, operates in Europe through Cortal Consors, the leading broker in personal investing and online trading, which offers a complete range of products and investment services through various distribution channels. Cortal Consors operates in 5 European countries: Germany, France, Belgium, Spain and Luxemburg. B*capital, a Cortal Consors brokerage firm, offers private investors wishing to manage their own portfolio information and personalized consulting and management under mandate services. End 2006, assets under management by Cortal Consors and B*capital totalled 33.8 billion euros for 1,166,500 customers. Net Banking Income rose 29% between 2005 and 2006 and operating income reached 68 million euros, a 122% increase to 2005. The BNP Paribas Personal Investors business has been entrusted to Olivier Le Grand, who remains Chairman of Cortal Consors and B*capital. Olivier Le Grand, age 54, became Chairman and CEO of Cortal Consors following the merger of Cortal and Consors in 2002. He is a member of the Executive Board of the Asset Management & Services (AMS) division of BNP Paribas. He had joined Cortal in 1987 as Vice-President of Finance, and become CEO in 1989. From 1984 to 1987, he was in charge of planning and controlling of Compagnie Bancaire, a Paribas subsidiary and a holding company. From 1978 to 1984, he was successively in charge of economic studies, electricity consumption forecasts and the investment needs review for Electricite de France. Olivier Le Grand is a graduate of ENSAE, a leading French school of Economics, and has a DEA degree in mathematical methods in economics. For all information BNP PARIBAS Personal Investors Sandrine Ferrê Tël :(33) 1 47 38 94 47 [email protected] Silvia Arto Tél:(33) 1 47 38 80 40 [email protected] BNP PARIBAS Isabelle Wolff Tèl. (33) 1 40 14 65 16 sabel le . wolff@bnpparibas com Print Close

http://invest.bnpparibas.com/en/news/press-releases-print.asp?Code=LPOI-6Z9BSP

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 24 of 59

EXHIBIT H

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 25 of 59 A nim al 1 01)ol t 'N )06

.

The bank for a cIiaiigiiig world
Ei banco mina() eil evolacio

Banker' for en verden i elldring
limdancbt

Gam gn q meHooweroc q mvipa
0 banco para unimull& Die Bank de,cv-11

far eine Welt im Wandel

N-M e" BANK I-NM{ DUNIA YANG TERUS BERTTBAH

BANK UNTUK DUNIA YANG SENTIASA

La banca ucr un mondo cue cambia La banque dim monde qui change
BNP PARIBAS

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 26 of 59

equities and derivatives
The Equities and Derivatives business encompasses research, structuring, trading and sales of Asian equities and global equity derivatives, indexes and funds. Equities and Derivatives teams operate in secondary as well as primary markets, where they complement Corporate Finance's range of activities. The client portfolio includes financial institutions, hedge funds, companies and individuals. In 2006, BNP Paribas cemented its worldwide leedu-s,hip III Equity cie!tv-JitivTis 27 the back of an exceptional growth performance. BNP Paribas garnered many significant Er.N.Drth: rimqa7ile, 2007 Risk Awards); "Equity Derivatives House of the Yeat "Structured Products House of th Ya:==r" (Furo:nEoey magazine); "House of the Year, Japan" (Str::ssrss F!rocli;Jts Magazine); "House of the Year, Hybrids" f2trDL:L!1C;ii Pri.JilL1CtS magazine); "Innovation of the Year, Am!..2ric;is . ' '''roducts magazine); "Risk Management House [if thu r mEurope" (Euromoney magazine).
Privalto: a winning offer with independent asset management advisors

2006: a stellar year
results due to a surge in client activity, iOL POLLEquity and Derivativer erijoyLL1 rcIflar lady thanks to having ,..von'.^.iorldwicle i = nt-ii]nition for its capacity for innovation: -vigorous growth in f rji booms nn itcnr itinents, particularly with hedge fund clients; [t · a major breakthrourjh in the Urst rsd SiLos Thich reporteda record year and a steep rise mi activity; · solid performance 9Psti- Lictur_ol prnJunts throurih thn! nnk;]nonrami1 of rho prnduct mrL1p. the extension of gecnraphic COVÜl aLiE2, pat tL71,1,1[1;in,:i;iurging · strong diversification in Europn with thol:h-:iition of niche product ranges adapted to specialised client groups; · amid positive mark4tonndifihIL: BHP Securities Asia could point to a record year for its Asian equity brokerqe activity iii iftstitutional clients expanding its geographic network and benefiting from the LEE:I ganis,:-JtIon Lit its trxiirtg platform.

Launched in France in mid-2005, Privalto is an offering exclusively dedicated and adapted to the needs of independent asset management advisors, providing a range of innovative equity derivatives, with guaranteed or protected capital, and equity, index, fund or hybrid underlyings. Thanks to a dedicated six-person Privalto sales team, BNP Paribas has been able to win a place in this new and growing dint segment. Its active field presence and tlynRrnic pace of three campaign products r,er yuar has enabled Privalto to establish a loarithii market position in only its second /nJr of existence. This rapid breakthrough of due to BNP Paribas' expertise and solid r pmutation in financial engineering and ch. Moreover, in its efforts to under:,tnrld Ito, needs of independent asset man011515 :,C) as to best advise them, Privalto t,ftHrs sc omprehensive array of dedicated and highly sophisticated services and marketing tools: training programmes, a website (www.privaltoid, brochures and sales presentations, monthly reports, weekly market updatc s, daily valuations, etc. Boosted by this rapid success, BNP Paribas contimi , d to develop targeted ranges in 200E, intended for smaller institutional investors and asset managers in other EuroprAn countries.

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 27 of 59

BNP Paribas named "Equity derivatives house of the year"
BNP Paribas was named "Equity derivatives house of the year" by Risk magazine, a prize that rewards innovation and excellence in the management of derivatives and risks. BNP Paribas has been one of the undisputed leaders in equity derivatives for many years and had already been awarded this prestigious prize in 2004. The Bank was chosen by Risk magazine because of the significant strengthening of its positioning on the world market over the past year, particularly in further building up its robust flow platform. The development of this activity has made it possible to recycle and reduce a part of the accumulated risks in positions resulting from structured products activity - further enhancing the global performance of the Equity Derivatives platform. In 2006, BNP Paribas boosted its presence in the United States and continued its advances in the North and South American markets, particularly in fund derivatives and few hlt With regard to its corporate clientele, the Strategic Equity team managed o:-.h,4 p2 hL7hO. pi ugramme for Hewlett-Packard for the record sum of USD 1.7 billion. Thi , tr g risFpniGrl .roused the interest of many American firms in similar buybacks and consider ;t .dly u rihorisod BNP Paribas' image in this field. In addition to the success of its North American platform, rp P rhfs e'd ended its equity derivative activities to emerging countries and Asia, marl-t , r-_;7:p., ice, transparent and . aggressive pricing policy and its original investment ki Los 1111E; C.L:1- 1 Its it favour with clients. The Equities and Derivatives Division also added resDLlt CEs to its str ustrn ing teams worldwide, in particular by extending its expertise to the L [olds and the insurance sector, in order to be able to offer its clients a gr t[g r,-ing g of 1 g ilor P , 1 solutions. Within the trading activity, the year saw a build up in equity n p g pp irig, :u p t-Ar Pinn electronic trading, and volatility trading. The trading and sale of exotic rftk550rTh so ,,p hitility, correlation and dispersion also expanded theirteams in order to cons-Hritly otter irivostroimt 3olutions at the cutting edge of financial innovation.

BNP Paribas Securities Asia: an integrated Asian equity brokerage solution
Since its recent integration into Equities and I- Hg pi p ti veE' i1NP P g rPL4 -; Securities Asia has offered its institutional clients a comprehensi%E r,g rige of rossoJi, g < g cution, and distribution services in Asian equity products and their dorivotivos. Ba:EHLI In Hong Kong, the BNP Paribas Securities Asia teams are present on all Asinn friJr-kHtr. portisilorly in China, Japan, India, Korea, Taiwan and South-East Asia (Singapoi k pione:g 1 t. sIoysis Dnd Thailand). In total,

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 28 of 59

over 250 professionals are active on the secondary markets as well rl distribution platform for the primary market and equity derivatives. BNP Par uritis Asia also has sales teams in the United States (New York and San Francisco} on ci ci Lir sue (1 Pridon, Paris and Milan). Combining its in-depth experience in Asian markets with a mr 1, NI ,1 If' rmance executive platform, BNP Paribas Securities Asia offers its attractis rii Pat I L investment products as well as the ability to optimise hedging of a variety irn ill to market transactions.

fixed income
Fixed Income's product expertise and distribution capabilitLs aavn cia'aiticrterl RN 3 Paribas among the Top 3 Fixed Income players in Europe, together with strong franchises in Asia, Japan and the USA.t The Group's comprehensive approach to developing solutions fur ts is Ls integ rites global expertise in research, sales, trading, origination and distribution, comprising three product lines: Global Credi t, Int E p·at R.riteS; Gran p and Foreign Exchange. The Bank is a recognised global house in the interest rate and rtsiit drissttvss markets, and is a leading player in global Forex. BNP Paribas' broad range of fixed-income products is delivered through and marketing platform. Further, the Bank has a comprehensive range of research products and services available for or ss sne client E:Upp or t and advice, as well as an extensive array of written reports through a variety of channels. In particular, the Bank's resia rch mei-muds ar r urierpinned by pioneering quantitative techniques delivered by a group of world-class experts. In line with strategies pursued in recent years, the Bank has rsstinusci ln ir y a 3 t l ct its derivatives platforms such as currency options, interest rate and forex instruments, hybrid commodity instrumen ts. syn tMc . tis crtcjit solutions) while intensifying its investments in securitisation (origination, structuring and distribution) and reorganising its fIsw sU tivtti s, Thanks to this platform, clients are provided with a full arrs ul ler-mr,rle survi 7.es on a global scale across a broad range of markets and currencies. With headquarters in London and five other main trading flis,!s s Ns.; Yr R ingapore, Hong Kong and Tokyo, BNP Paribas Fixed Income employs more than 1,600 professionals around the world.

A year of increased revenues
After a somewhat lacklustre year in 2005 marked by the c F ri -la! Ira' scicic irl tf , r: r reditarea, the Group enjoyed exceptionally good market conditions in ciLtilci urU sI Ris ,,,4f fir' time kept on deepening its client franchise so that revenues were thu h sct, o r in cc cress of the already very good 2003 revenues. BNP Paribas provides a complete range of fixed-income p rcclusts. t Fl- ilann :ment professionals, ranging from the simplest financial instrument to , n apni icr advice on the most complex of Debt Management challenges. GNP Farih,,Irri-h , : ..,01-1 sri ci A/Aa2/AA rating. From this formidable platform, the Bank has built dion ,,-id-income capacity with a client-driven approach that is backed by strutsi ]Hl ,r,n1 [nscs trL nncc expertise.

rilliMi (--; ityll '4 t --1 (:::::::) g 7

,...,

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 29 of 59

In terms of market recognition, the Bank consolidated and improved its ranking posit l r nificantly across the business in the various magazine polls of client p Thic i dnm ntrti through a number of prestigious awards: · Two awards from Structured Products magazine: "Hybrids Hus ut the Jr}r1 Rates House of the Year" (November 2006) · The Bankernamed BNP Paribas "Bank of the Year for Interest Rate Derivatives" (October et),1[;1 · Two awards from Global Finance magazine: "Best Credit Derivatives Provider in Asia", "E ,r Interest Rate Derivatives Provider in Europe" (September 2006). BNP Paribas won Euromoney's "Best Structured Products House" award (July 2006j

League table positions
The Group has the 13th-largest share of the market for underwriting bond issues. ing 3rd for all euro financial institutions and 4th for all Sterling corporate issues Thomson Financial, 25 October 20GO. The Group is the second largest portfolio cre, counterparty by volume of trades (source: Creditflux, end September 2006).
I Li

Notable deals
The Bank continues to drive innovation in the fixed income markets. For example,th I I Programme, the first credit CPPI to offer exposure to a mix of cash and credit d instruments, won Euromoney's "Credit Innovation of the Year award". BNP Paribas .-;J bookrunner on the Federal Republic of Germany's first inflation-linked bond issue, awarded lFR's "Euro bond" and "Supranational/Sovereign/Agency/Regional bond of awards.

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 30 of 59

EXHIBIT I

.13NY Faribas Equities - Login

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 1 of 1 Page 31 of 59

> European Researci
Plcvse visit Exans

> Derivative Resea.re
Plcazc

Supported by a global top-tier financial powerhouse, BNP Paribas Securities (Asia) is a pioneer in Asian equities brokerage. We offer a modem and powerful equities trading platform that provides institutional investors with a comprehensive range of solutions. Our top ranking research teams in Strategy, Macro Economics, and Corporate Research offer a fully integrated Asian equity coverage (over 500 companies, representing 90% MSCI Asia ex-Japan) and span over nine of Asia's most active economies, namely China, Hong Kong, Singapore, Taiwan, Korea, Thailand, Indonesia, Malaysia, and India. We operate an advanced trading and execution platform where our experienced traders and innovative systems provide customized solutions and direct access across 15 Asian stock exchanges, including China, Japan, India, Australia and New Zealand. The range of offerings includes connectivity, reporting, commission management, Transaction Cost Analysis and shortfall implementation. Execution is processed through advanced trading tools including Direct Market Access, Order Routing and our proprietary suite of trading algorithms GEARTM. As part of the Group's Equity Derivatives division, a world leading player in Equity Derivatives and with our exclusive franchise with the Corporate Finance Asia Pacific division, we afford our clients a unique platform to leverage from a comprehensive product mix and a direct access to a consistent deal-flow. BNP Paribas Securities (Asia) blends established Asian expertise and complete service integration to respond to clients' increasingly sophisticated investment needs. Contact your sales representative for more information on our offerings or log on to www.equities.bnpparibas.com .

Username

Password

Haying_

Sign up 16v./..
Obtain a username and pass to access this site.

The Information provided on this site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distributio would be prohibited by law or regulation. If you download any information from this site, you agree that you will not reproduce it (in whole or in part) to ar person, or remove or obscure any copyright or other notices or legends contained in any such information. ©2001-2008 BNP Paribas. All rights reserved. v4.0

http://www.equities.bnpparibas.com/gb/login.asp

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 32 of 59

EXHIBIT J

BNP Paribas Securities (Asia) Boosts Research Document 49-2 Paribas 07/10/2008 Case 3:07-cv-06198-MHP Capabilities I BNP Filed Hong Kong

Page Page 33 of 59 1 of 1

News

27/06/2007 BNP Paribas Securities (Asia) Boosts Research Capabilities
BNP Paribas Securities (Asia) today announced that it has made 16 new hires to enhance its 70-member strong Research team in the region, boosting its strength in becoming a real pan-Asian broker in terms of business platform and research coverage capabilities. Jonathan Harris, Regional Head of Company Research for BNP Paribas Securities (Asia) came on board nine months ago, bringing with him a new dimension to the Bank's research strategies, as well as concrete Hedge Funds experience. He has been instrumental in developing the new Research model -- The Inspired Shoe Factory. To expedite the implementation of the new Research model, Mr. Harris has substantially beefed up his team in the last few months. Amongst the new hires include Mr. Clive McDonnell, Head of Asian Equity Strategy Research, Dr. Charles Huang, senior analyst who leads coverage of small and mid-cap research, and Mr. Lance He, China research manager. (See detailed biographies attached). Mr. McDonnell joined from international ratings agency Standard & Poor's, where he headed the strategy research team between 2001 and 2007. Dr. Huang is amongst the first generation of China equity analysts while Mr. He will manage BNP Paribas' research operations in Shanghai as well as head up coverage of the materials sector. Mr. He is one of the most reputable and experienced Shanghai-based sell-side analysts. Pierre Rousseau, Chief Executive Officer of BNP Paribas Securities (Asia), said, these appointments would enhance the firm's new model for equity cash business, in particular its competitive edge in the coverage of China stocks in international and local exchanges; and its strength as a mid-cap specialist. "In recent months, we have already been making considerable effort and investment to strengthen the research, sales and sales trading parts of BNPP's securities business in Asia." "We are renowned for bringing undiscovered names to our clients' attention with our cutting edge research and maintaining our dominant position in equity company research is a core strategic priority for the bank. These appointments underlie our commitment to build a top rated market leading equity research franchise by expanding our overall coverage of Hong Kong and China companies." "These new hires bring a wealth of experience, extensive knowledge and market insight to an already strong team of research professionals. Their skills will further enhance our ability to provide our clients with market leading research on a timely basis," added Mr. Rousseau. Biographies Pierre Rousseau, Chief Executive Officer of BNP Paribas Securities (Asia) (14 ko) Jonathan Harris, Regional Head of Company Research for BNP Paribas Securities (Asia). (19 ko) Clive McDonnell, Head of Asian Equity Strategy Research (13 ko) Other analysts (27 ko) Christine Chan Corporate Communications Manager, BNP Paribas, North & East Asia Tel: +852 2909 8847 Email: christine.chan(thasia.bnpparibas.com
Copyright BNP Paribas Close this window

http://hongkong.bnpparibas.com/en/newsinews_printasp?Code=CMOK-74LBAU

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 34 of 59

BIOGRAPHY OF MR. PIERRE ROUSSEAU

Mr. Pierre Rousseau is currently Chief Executive Officer of BNP Paribas Securities (Asia) and Global Head of Equity Brokerage. Prior to taking up this role, he was Head of Global Execution Services for Japan and Asia. As Head of Global Execution Services, Pierre is responsible for ensuring the sound and steady development of the business line covering all equities and derivatives flow execution activities such as Direct Market Access (DMA), Program Trading and algorithmic trading in the Japan-Asia area. His managing position puts him in direct contact with the various aspects of this business unit from information technology to sales and operational issues. Previously Pierre was head of the Equities business in Asia and Japan for Credit Agricole Cheuvreux, where he oversaw the restructuring of lndosuez WI Carr Securities (IWICS), when it was taken over by Credit Agricole Cheuvreux in November 2001. Prior to that, Pierre was with IWICS (joined in April 2000), where he created an integrated electronic platform (execution and straight-through processing) and from there, developed a new model for brokerage services. Pierre first joined Banque Indosuez' Luxembourg office in 1988 and then moved to Asia in 1993, based in Singapore and Tokyo respectively as Chief Operating Officer of Banque Indosuez and Credit Agricole lndosuez until 2000. Pierre started his career in 1985 with Citibank Benelux, after attaining a Diploma in Commercial Engineering.

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 35 of 59

BIOGRAPHY OF MR. JONATHAN HARRIS

Mr. Jonathan Harris is currently Regional Head of Company Research, BNP Paribas Securities (Asia). Jonathan reports to Pierre Rousseau, Chief Executive Officer of BNP Paribas Securities (Asia). Pierre is also Global Head of Equity Brokerage.

Jonathan joins BNP Paribas from Lehman Brothers where he was head of Equities Research in Asia ex-Japan. He has amassed over 15 years of experience in the industry. At Lehman, he was one of the five members of the Asia Equities Management Committee as well as the interim co-head of equity sales, managing and overseeing Asia-based sales force. From 1996 - 2003, Jonathan held various senior research positions within James Capel, HSBC Group and Goldman Sachs. He has been posted in various places in Asia including South-East Asia, Seoul and Hong Kong. A magna cum laude graduate of Ivy League's Brown University in the United States, Jonathan embarked on his research career in 1991 when he joined Guy Carpenter as an analyst.

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 36 of 59

EXHIBIT K

Thomas Weisel Partners Group LLC - Current Report Case 3:07-cv-06198-MHP Document 49-2

Filed 07/10/2008

Page 1 of 3 Page 37 of 59

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2007

Thomas Weisel Partners Group, Inc.
(Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) No. 000-51730 (Commission File Number) No. 20-3550472 (IRS Employer Identification No.)

One Montgomery Street San Francisco, California (Address of principal executive offices)

94104
(Zip Code)

Registrant's telephone number, including area code: (415) 364-2500

N.A. (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
El El El

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

El Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

http://apps.shareholder.com/seciviewerContentaspx?companyid=TWPG&docid=5585144&print=1

Thomas Weisel Partners Group LLC - Current Report Case 3:07-cv-06198-MHP Document 49-2
Item 8.01 Other Events.

Filed 07/10/2008

Page 2 of 3 Page 38 of 59

Thomas Weisel Partners Group, Inc. ("Registrant") announced today that it would discontinue its Discovery Research coverage of U.S. equities. That coverage is being discontinued as a result of the recruitment of key Discovery Research personnel to BNP Paribas Securities (Asia) Limited, a BNP Paribas affiliate. Thomas Weisel Partners is pursuing its legal remedies in connection with these departures. Discovery Research, a subscription-based research product, was produced out of Thomas Weisel Partners' office in Mumbai, India. Thomas Weisel Partners intends to continue to conduct other business and operations through its Mumbai, India office. The information furnished in this report shall not be deemed to constitute an admission that such information contains material information that is not otherwise publicly available. In addition, the Registrant does not assume any obligation to update such information in the future.

http://apps.shareholder.com/sec/viewerContent.aspx?companyid=TWPG&docid=5585144&print=1

Thomas WeiselCase 3:07-cv-06198-MHP Report Partners Group LLC - Current Document 49-2

Filed 07/10/2008

Page 3 of 3 Page 39 of 59

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Thomas Weisel Partners Group, Inc.

Date: December 6, 2007

By: /s/ Mark Fisher Name: Mark Fisher Title: General Counsel & Secretary

http://apps.shareholder.com/seciviewerContent.aspx?companyid=TWPG&docid=5585144&print=1

Case 3:07-cv-06198-MHP

Document 49-2

Filed 07/10/2008

Page 40 of 59

EXHIBIT L

News - BNP Paribas Securities Asia Launches Document 49-2 Platform in India I BNPPage 41B...59 1 of 1 Paribas of Page Case 3:07-cv-06198-MHP Onshore Research Filed 07/10/2008

BNP PARIBAS
Home > BNP Paribas Securities Asia Launches Onshore Research Platform in India

Group
Archives 2008 2007 2006 2005 2004 2003 2002 2001

BNP Paribas Securities Asia Launches Onshore Research Platform in India
Hong Kong, 6th Dec. 2007 Ecouter
by Reedspeaker

BNP Paribas Securities Asia announced today the launch of a 27-people strong securities research team in India. The onshore research operation is the second-largest research platform after the Hong Kong and China team within BNP Paribas. Targeted at capitalizing on the accelerated expansion of the domestic securities business in India as the country's financial market opens up, this latest Indian setup will also complete BNP Paribas Securities Asia's regional research footprint, covering nine Asian countries. The Research team will be based in Mumbai under the leadership of Praveen Chakravarty, Chief Operating Officer and Acting Head of Equity Research for BNP Paribas Securities in India, newly appointed as of December 3, 2007. In his new role as COO, Mr. Chakravarty will report locally to Abhijit Raha, Head of Institutional Equities and Corporate Finance for BNP Paribas in India, and globally to Philippe Ditisheim, Chief Operating Officer of BNP Paribas Securities Asia. As Acting Head of Equity Research, he will report to Abhijit Raha locally, and to Jon Harris, Securities Asia's Regional Head of Equity Research, on a regional basis. With the new setup boasting 10 writing analysts and 13 research associates by the end of year, BNP Paribas Securities Asia will see its India's securities capabilities significantly boosted to initially cover 100 Indian stocks by October 2008. BNP Paribas Securities Asia is in the process of setting up a full-fledged securities house which covers multi-product research offerings and stocks as well as execution and trading capabilities on the Bombay Stock Exchange and National Stock Exchange. "Establishing onshore Indian research capabilities for BNP Paribas Securities Asia reflects our commitment to strengthen our capabilities in the Indian market. We firmly believe that we will fully leverage this to our advantage to tap into vast emerging opportunities inherent in India, one of the world's fastest-growing economies," said Jon Harris, Regional Head of Equity Research, BNP Paribas Securities Asia. "We are confident that with Praveen's depth of experience, extensive knowledge and understanding of the market, he will lead the team to mark