Free Declaration in Support - District Court of California - California

Case 3:07-cv-06198-MHP

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Filed 07/10/2008

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HOWARD RICE NEMEROVSKI CANADY FALK RABK1N

GILBERT R. SEROTA (No. 75305) Email: [email protected] MARK A. SHEFT (No. 183732) Email: [email protected] MICHAEL L. GALLO (No. 220552) Email: [email protected] HOWARD RICE NEMEROVSKI CANADY FALK & RABKIN A Professional Corporation Three Embarcadero Center, 7th Floor San Francisco, California 94111-4024 Telephone: 415/434-1600 Facsimile .415/217-5910 Attorneys for Plaintiffs THOMAS WEISEL PARTNERS LLC and THOMAS WEISEL INTERNATIONAL PRIVATE LIMITED UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

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THOMAS WEISEL PARTNERS LLC, a Delaware limited liability company, and THOMAS WEISEL INTERNATIONAL PRIVATE LIMITED, an Indian company, Plaintiffs,

No. C-07-6198 MHP Action Filed: December 6, 2007 DECLARATION OF MICHAEL L. GALLO IN SUPPORT OF PLAINTIFFS' CONSOLIDATED OPPOSITION TO DEFENDANTS' MOTIONS TO DISMISS THE FIRST AMENDED COMPLAINT Date: August 18, 2008 Time: 2:00p.m. Place: Courtroom 15 Judge: Hon. Marilyn Hall Patel

BNP PARIBAS, a French corporation, BNP PARIBAS SECURITIES (ASIA) LIMITED, a Hong Kong company, and PRAVEEN CHAKRAVARTY, an individual, Defendants.

REDACTED

GALLO DECL. ISO OPP. TO DEFS.' MOT. TO DISMISS FIRST AM. COMPL. C-07-6198 MHP

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HOWARD RICE NEMEROVSKI CANADY FALK 1 RABKIN

I, Michael L. Gallo, declare: 1. I am an attorney admitted to practice before the Bar of the State of

California. I am an associate with the law firm of Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation, counsel to Plaintiffs Thomas Weisel Partners LLC ("TWP LLC") and Thomas Weisel International Private Limited ("TWIPL") in this action. I make this Declaration upon personal knowledge and, if called upon to testify, could and would testify competently hereto. 2. I make this declaration in support of Plaintiffs' Consolidated Opposition To

Defendants' Motions To Dismiss Plaintiff's First Amended Complaint. 3. Attached hereto as Exhibit A is a true and correct copy of excerpts from

Thomas Weisel Partners Group, Inc.'s Form S-1 Securities Registration Statement filed on April 24, 2006. This document was collected at my direction from the Securities and Exchange Commission's website and can be located electronically at the following url: http://www.sec.gov/Archives/edgar/data/1340354/000095013406007709/f19479svl.htm. 4. Attached hereto as Exhibit B is a true and correct copy of a BNP Paribas

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September 19, 2006 press release titled "BNP Paribas announces new nominations in Corporate Finance and Equity Brokerage in Asia." This document was collected at my direction from the BNP Paribas website and can be located electronically at the following url: http://invest.bnpparibas com/en/news/pres s-releas es-prin. asp?Co de=BDEV-6T SBP3. 5. Attached hereto as Exhibit C is a true and correct copy of BNP Paribas

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corporate information collected at my direction from the California Business Portal website at my direction and can be located electronically at the following url: hap ://kepler. so s. ca.gov/corpdata/ShowAllList?QueryC orpNumber=CO559190&printer=yes 6. Attached hereto as Exhibit D, and filed under seal, is a true and correct

copy of Defendant BNP Paribas Securities (Asia) Limited's Supplemental Response To Plaintiffs' First Set Of Interrogatories Re: Jurisdiction/Forum Non Conveniens, dated May 19, 2008.

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HOWARD RICE NEMEROVSK1 CANADY FALK I RABKJN

7.

Attached hereto as Exhibit E is a true and correct copy of some pages from

the BNP Paribas website that describe BNP Paribas's operation. These website pages were located at my direction and can be located electronically at the following url: http://vvww.banque.bnpparibas.com/en /pid496/in-brief.html?print=on. 8. Attached hereto as Exhibit F is a true and correct copy of a page of

information regarding BNP Paribas Securities Services, located on its website and collected at my direction. This document can be located electronically at the following url: http://securities-services.bnpparibas.com/j ahia/Jahia/site/bp2sportal/pid/69. 9. Attached hereto as Exhibit G is a true and correct copy of a BNP Paribas

press release dated March 13, 2007 and titled "With Geojit, BNP Paribas enters into savings products distribution in India and creates the BNP Paribas Personal Investors business line." This document was collected from the BNP Paribas website at my direction and can be located electronically at the following url: http://invest.bnpparibas.com/en/news/ pressreleases-print. as?C ode=LPOI-6Z9B SP. 10. Attached hereto as Exhibit H is a true and correct copy of excerpts from the

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BNP Paribas 2006 Annual Report, collected from the BNP Paribas website at my direction. A link to a .pdf of the report can be located electronically at the following url: http ://www.bnpparibas com/en/new/group. asp? Code=EJOA-738E4R&Key=BNP %20 Paribas%2Opublishes%20its2-2006%annual%2Oreport. 11. Attached hereto as Exhibit I is a true and correct copy of information regarding BNP Paribas Securities, located on its website and collected at my direction. This document can be located electronically at the following url:

http ://www.equities .bnpparibas com/gb/login. asp. 12. Attached hereto as Exhibit J are true and correct copies of (1) a BNP Paribas press release dated June 27, 2007 and titled "BNP Paribas Securities (Asia) Boosts Research Capabilities" and (2) company biographies of Jonathan Harris and Pierre Rousseau, linked to this release. These documents were collected from the BNP Paribas

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HOWARD RICE NEMEROVSKI CANADY FALK RABKIN

website at my direction and can be located electronically at the following url: http://hongkong.bnpparibas.com/en/new/news _print.asp?Code=CMOK-74LBAU. 13. Attached hereto as Exhibit K is a true and correct copy of Thomas Weisel Partners Group, Inc.'s Form 8-K filed with the Securities Exchange Commission on December 6, 2007. 14. Attached hereto as Exhibit L is a true and correct copy of a BNP Paribas press release dated December 6, 2007 and titled "BNP Paribas Securities Asia Launches Onshore Research Platform in India." This document was collected at my direction from the BNP Paribas website and can be located electronically at the following url: h · ://www.bn·saribas.corn/en/news/ rou .as?Code--IAKP-79MEAK&Ke --BNP%20 Paribas%20. 15. Attached hereto as Exhibit M is a true and correct copy of a "Judicial Caseload Profile Report" from the United States District Court for the Northern District of California collected from the U.S. Courts website at my direction. This document can be located electronically at the following url: http://www.uscourts.gov/cgi-bin/cmsd2007.pl.

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16. Attached hereto as Exhibit N is a true and correct copy of Defendant Praveen Chakravarty's Response To Plaintiffs' First Set Of Interrogatories Regarding Jurisdiction/Forum Non Conveniens, dated May 30, 2008. 17. Attached hereto as Exhibit 0 is a true and correct copy of a July 3, 2008 email from Leiv Blad to myself entitled "Discovery issue."

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this / day of July 200 t San Francisco, California

GALLO DECL. ISO OPP. TO DEFS.' MOT. TO DISMISS FIRST AM. COMPL. C-07-6198 MHP

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