Unassociated Document


    

      Exhibit
        4.5

    

    

      THE
        REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
        THAT
        IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
        PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT
        WILL
        NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
        A
        PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
        OTHER
        THAN (I) THINKEQUITY PARTNERS LLC OR EARLYBIRDCAPITAL, INC. (COLLECTIVELY,
        THE
“UNDERWRITERS”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE
        OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF THE
        UNDERWRITERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE
        OPTION
        IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY HIGHBURY
        FINANCIAL INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET
        ACQUISITION, STOCK PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
        COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT
        (DEFINED HEREIN)) AND (II) ______________, 2007. VOID AFTER 5:00 P.M. EASTERN
        TIME, _____________, 2010. 

       

      FORM
        OF

      UNIT
        PURCHASE OPTION

       

      FOR
        THE PURCHASE OF 168,333 UNITS

      OF

      HIGHBURY
        FINANCIAL INC.


       

      1.  Purchase
        Option.

       

      THIS
        CERTIFIES THAT, in consideration of $50 duly paid by or on behalf of ThinkEquity
        Partners LLC (“Holder”), as registered owner of this purchase option (“Purchase
        Option”), to Highbury Financial Inc. (“Company”), Holder is entitled, at any
        time or from time to time upon the later of (i) the consummation of a Business
        Combination and (ii) ___________, 2007 (“Commencement Date”), and at or before
        5:00 p.m., Eastern Time, _____________, 2010 (“Expiration Date”), but not
        thereafter, to subscribe for, purchase and receive, in whole or in part,
        up to
        One Hundred Sixty-Eight Thousand Three Hundred Thirty-Three (168,333) units
        (“Units”) of the Company, each Unit consisting of one share of common stock of
        the Company, par value $.0001 per share (“Common Stock”), and two warrants
        (“Warrant(s)”) expiring four years from the effective date (“Effective Date”) of
        the registration statement (“Registration Statement”) pursuant to which Units
        are offered for sale to the public (“Offering”). Each Warrant is the same as the
        warrants included in the Units being registered for sale to the public by
        way of
        the Registration Statement (“Public Warrants”) except that the Warrants have an
        exercise price of $6.25 per share. If the Expiration Date is a day on which
        banking institutions are authorized by law to close, then this Purchase Option
        may be exercised on the next succeeding day which is not such a day in
        accordance with the terms herein. During the period ending on the Expiration
        Date, the Company agrees not to take any action that would terminate the
        Purchase Option. This Purchase Option is initially exercisable at $7.50 per
        Unit
        so purchased; provided, however, that upon the occurrence of any of the events
        specified in Section 6 hereof, the rights granted by this Purchase Option,
        including the exercise price per Unit and the number of Units (and shares
        of
        Common Stock and Warrants) to be received upon such exercise, shall be adjusted
        as therein specified. The term “Exercise Price” shall mean the initial exercise
        price or the adjusted exercise price, depending on the context. This Purchase
        Option is being issued as one of two substantially identical options issued
        to
        the lead underwriters of the Offering. Collectively, such options are referred
        to herein as the “Purchase Options.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.  Exercise.

       

      2.1.  Exercise
        Form.
        In
        order to exercise this Purchase Option, the exercise form attached hereto
        as
        Exhibit A must be duly executed and completed and delivered to the Company,
        together with this Purchase Option and payment of the Exercise Price for
        the
        Units being purchased payable in cash or by certified check or official bank
        check. If the subscription rights represented hereby shall not be exercised
        at
        or before 5:00 p.m., Eastern time, on the Expiration Date this Purchase Option
        shall become and be void without further force or effect, and all rights
        represented hereby shall cease and expire.

       

      2.2.  Legend.
        Each
        certificate for the securities purchased under this Purchase Option shall
        bear a
        legend as follows unless such securities have been registered under the
        Securities Act of 1933, as amended (“Act”):

       

      “The
        securities represented by this certificate have not been registered under
        the
        Securities Act of 1933, as amended (“Act”) or applicable state law. The
        securities may not be offered for sale, sold or otherwise transferred, in
        whole
        or in part, except pursuant to an effective registration statement under
        the
        Act, or pursuant to an exemption from registration under the Act and applicable
        state law.”

       

      2.3.  Cashless
        Exercise.

       

      2.3.1.  Determination
        of Amount.
        In lieu
        of the payment of the Exercise Price multiplied by the number of Units for
        which
        this Purchase Option is exercisable (and in lieu of being entitled to receive
        Common Stock and Warrants) in the manner required by Section 2.1, the Holder
        shall have the right (but not the obligation) to convert any exercisable
        but
        unexercised portion of this Purchase Option into Units (“Conversion Right”) as
        follows: upon exercise of the Conversion Right, the Company shall deliver
        to the
        Holder (without payment by the Holder of any of the Exercise Price in cash)
        that
        number of shares of Common Stock and Warrants comprising that number of Units
        equal to the quotient obtained by dividing (x) the “Value” (as defined below) of
        the portion of the Purchase Option being converted by (y) the Current Market
        Value (as defined below). The “Value” of the portion of the Purchase Option
        being converted shall equal the remainder derived from subtracting (a) (i)
        the
        Exercise Price multiplied by (ii) the number of Units underlying the portion
        of
        this Purchase Option being converted from (b) the Current Market Value of
        a Unit
        multiplied by the number of Units underlying the portion of the Purchase
        Option
        being converted. As used herein, the term “Current Market Value” per Unit at any
        date means the remainder derived from subtracting (x) the exercise price
        of the
        Warrants multiplied by the number of shares of Common Stock issuable upon
        exercise of the Warrants underlying one Unit from (y) (i) the Current Market
        Price of the Common Stock multiplied by (ii) the number of shares of Common
        Stock underlying one Unit, which shall include the shares of Common Stock
        underlying the Warrants included in such Unit. The “Current Market Price” of a
        share of Common Stock shall mean (i) if the Common Stock is listed on a national
        securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap
        Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board
        Exchange), the last sale price of the Common Stock in the principal trading
        market for the Common Stock as reported by the exchange, Nasdaq or NASD,
        as the
        case may be; (ii) if the Common Stock is not listed on a national securities
        exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market
        or the
        NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange),
        but
        is traded in the residual over-the-counter market, the closing bid price
        for the
        Common Stock on the last trading day preceding the date in question for which
        such quotations are reported by the Pink Sheets, LLC or similar publisher
        of
        such quotations; and (iii) if the fair market value of the Common Stock cannot
        be determined pursuant to clause (i) or (ii) above, such price as the Board
        of
        Directors of the Company shall determine, in good faith.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.3.2.  Mechanics
        of Cashless Exercise.
        The
        Cashless Exercise Right may be exercised by the Holder on any business day
        on or
        after the Commencement Date and not later than the Expiration Date by delivering
        the Purchase Option with the duly executed exercise form attached hereto
        with
        the cashless exercise section completed to the Company, exercising the Cashless
        Exercise Right and specifying the total number of Units the Holder will purchase
        pursuant to such Cashless Exercise Right.

       

      2.3.3.  Warrant
        Exercise.
        Any
        warrants underlying the Units shall be issued pursuant to and subject to
        the
        terms and conditions set forth in the Warrant Agreement, entered into by
        and
        between the Company and Continental Stock Transfer & Trust Company, dated as
        of [______], 2006; provided that the exercise price of the Warrants shall
        be as
        set forth herein.

       

      3.  Transfer.

       

      3.1.  General
        Restrictions.
        The
        registered Holder of this Purchase Option, by its acceptance hereof, agrees
        that
        it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
        for a period of 180 days following the Effective Date to anyone other than
        (i)
        an underwriter or a selected dealer in connection with the Offering, or (ii)
        a
        bona fide officer or partner of the Underwriters or of any such underwriter
        or
        selected dealer. On and after the 180th
        day
        following the Effective Date, this Purchase Option may be sold, transferred,
        assigned, pledged, hypothecated or otherwise disposed of, in whole or in
        part,
        subject to compliance with or exemptions from applicable securities laws.
        In
        order to make any permitted assignment, the Holder must deliver to the Company
        the assignment form attached hereto as Exhibit B duly executed and completed,
        together with the Purchase Option and payment of all transfer taxes, if any,
        payable in connection therewith. The Company shall within five business days
        transfer this Purchase Option on the books of the Company and shall execute
        and
        deliver a new Purchase Option or Purchase Options of like tenor to the
        appropriate assignee(s) expressly evidencing the right to purchase the aggregate
        number of Units purchasable hereunder or such portion of such number as shall
        be
        contemplated by any such assignment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.2.  Restrictions
        Imposed by the Act.
        The
        securities evidenced by this Purchase Option shall not be transferred unless
        and
        until (i) the Company has received the opinion of counsel for the Holder
        that
        the securities may be transferred pursuant to an exemption from registration
        under the Act and applicable state securities laws, the availability of which
        is
        established to the reasonable satisfaction of the Company (the Company hereby
        agreeing that the opinion of Cooley Godward LLP shall be deemed satisfactory
        evidence of the availability of an exemption), or (ii) a registration statement
        or a post-effective amendment to the Registration Statement relating to such
        securities has been filed by the Company and declared effective by the
        Securities and Exchange Commission (the “Commission”) and compliance with
        applicable state securities law has been established.

       

      4.  New
        Purchase Options to be Issued.

       

      4.1.  Partial
        Exercise or Transfer.
        Subject
        to the restrictions in Section 3 hereof, this Purchase Option may be exercised
        or assigned in whole or in part. In the event of the exercise or assignment
        hereof in part only, upon surrender of this Purchase Option for cancellation,
        together with the duly executed exercise or assignment form and funds sufficient
        to pay any Exercise Price and/or transfer tax, the Company shall cause to
        be
        delivered to the Holder without charge a new Purchase Option of like tenor
        to
        this Purchase Option in the name of the Holder evidencing the right of the
        Holder to purchase the number of Units purchasable hereunder as to which
        this
        Purchase Option has not been exercised or assigned.

       

      4.2.  Lost
        Certificate.
        Upon
        receipt by the Company of evidence satisfactory to it of the loss, theft,
        destruction or mutilation of this Purchase Option and of reasonably satisfactory
        indemnification or the posting of a bond, the Company shall execute and deliver
        a new Purchase Option of like tenor and date. Any such new Purchase Option
        executed and delivered as a result of such loss, theft, mutilation or
        destruction shall constitute a substitute contractual obligation on the part
        of
        the Company.

       

      5.  Registration
        Rights.

       

      5.1.  Demand
        Registration.

       

      5.1.1.  Grant
        of Right.
        The
        Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at
        least 51% in interest of the Purchase Options and/or the underlying Units
        and/or
        the underlying securities (“Majority Holders”), agrees to register on one
        occasion, all or any portion of the Purchase Options requested by the Majority
        Holders in the Initial Demand Notice and all of the securities underlying
        such
        Purchase Options, including the Units, Common Stock, the Warrants and the
        Common
        Stock underlying the Warrants (collectively, the “Registrable Securities”). On
        such occasion, the Company will file a registration statement or a
        post-effective amendment to the Registration Statement covering the Registrable
        Securities within sixty days after receipt of the Initial Demand Notice and
        use
        its best efforts to have such registration statement or post-effective amendment
        declared effective as soon as possible thereafter. The Initial Demand Notice
        for
        registration may be made at any time during a period of five years beginning
        on
        the Effective Date. The Company covenants and agrees to give written notice
        of
        its receipt of any Initial Demand Notice by any Holder(s) to all other
        registered Holders of the Purchase Options and/or the Registrable Securities
        within ten days from the date of the receipt of any such Initial Demand
        Notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.1.2.  Terms.
        The
        Company shall bear all fees and expenses attendant to registering the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities, but the Holders shall pay any and all underwriting commissions.
        The
        Company agrees to use its reasonable best efforts to qualify or register
        the
        Registrable Securities in such States as are reasonably requested by the
        Majority Holder(s); provided, however, that in no event shall the Company
        be
        required to register the Registrable Securities in a State in which such
        registration would cause (i) the Company to be obligated to qualify to do
        business in such State, or would subject the Company to taxation as a foreign
        corporation doing business in such jurisdiction or (ii) the principal
        stockholders of the Company to be obligated to escrow their shares of capital
        stock of the Company. The Company shall cause any registration statement
        or
        post-effective amendment filed pursuant to the demand rights granted under
        Section 5.1.1 to remain effective
        for a period of nine consecutive months from the effective date of such
        registration statement or post-effective amendment.

       

      5.2.  “Piggy-Back”
        Registration.

       

      5.2.1.  Grant
        of Right.
        In
        addition to the demand right of registration, the Holders of the Purchase
        Options shall have the right for a period of seven years commencing on the
        Effective Date, to include the Registrable Securities as part of any other
        registration of securities filed by the Company (other than in connection
        with a
        transaction contemplated by Rule 145(a) promulgated under the Act or pursuant
        to
        Form S-8); provided, however, that if, in the written opinion of the Company’s
        managing underwriter or underwriters, if any, for such offering, the inclusion
        of the Registrable Securities, when added to the securities being registered
        by
        the Company or the selling stockholder(s), will exceed the maximum amount
        of the
        Company’s securities which can be marketed (i) at a price reasonably related to
        their then current market value, and (ii) without materially and adversely
        affecting the entire offering, then the Company will still be required to
        include the Registrable Securities, but may require the Holders to agree,
        in
        writing, to delay the sale of all or any portion of the Registrable Securities
        for a period of 90 days from the effective date of the offering, provided,
        further, that if the sale of any Registrable Securities is so delayed, then
        the
        number of securities to be sold by all stockholders in such public offering
        during such 90 day period shall be apportioned pro rata among all such selling
        stockholders, including all holders of the Registrable Securities, according
        to
        the total amount of securities of the Company owned by said selling
        stockholders, including all holders of the Registrable Securities.

       

      5.2.2.  Terms.
        The
        Company shall bear all fees and expenses attendant to registering the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities but the Holders shall pay any and all underwriting commissions
        related to the Registrable Securities. In the event of such a proposed
        registration, the Company shall furnish the then Holders of outstanding
        Registrable Securities with not less than fifteen days written notice prior
        to
        the proposed date of filing of such registration statement. Such notice to
        the
        Holders shall continue to be given for each applicable registration statement
        filed (during the period in which the Purchase Option is exercisable) by
        the
        Company until such time as all of the Registrable Securities have been
        registered and sold. The holders of the Registrable Securities shall exercise
        the “piggy-back” rights provided for herein by giving written notice, within ten
        days of the receipt of the Company’s notice of its intention to file a
        registration statement. The Company shall cause any registration statement
        filed
        pursuant to the above “piggyback” rights granted under Section 5.2.1 to remain
        effective for a period of nine consecutive months from the effective date
        of
        such registration statement or post-effective amendment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.3.  Damages.
        Should
        the registration or the effectiveness thereof required by Sections 5.1 and
        5.2
        hereof be delayed by the Company or the Company otherwise fails to comply
        with
        such provisions, the Company shall, in addition to any other equitable or
        other
        relief available to the Holder(s), be liable for any and all incidental,
        special
        and consequential damages sustained by the Holder(s), including, but not
        limited
        to, the loss of any profits that might have been received by the Holder upon
        the
        sale of the Units, Common Stock or Warrants (and shares of Common Stock
        underlying the Warrants) underlying this Purchase Option.

       

      5.4.  General
        Terms.

       

      5.4.1.  Indemnification.
        The
        Company shall indemnify the Holder(s) of the Registrable Securities to be
        sold
        pursuant to any registration statement hereunder and each person, if any,
        who
        controls such Holders within the meaning of Section 15 of the Act or Section
        20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
        against all loss, claim, damage, expense or liability (including all reasonable
        attorneys’ fees and other expenses reasonably incurred in investigating,
        preparing or defending against litigation, commenced or threatened, or any
        claim
        whatsoever whether arising out of any action between the Underwriters and
        the
        Company or between the Underwriters and any third party or otherwise) to
        which
        any of them may become subject under the Act, the Exchange Act or otherwise,
        arising from such registration statement but only to the same extent and
        with
        the same effect as the provisions pursuant to which the Company has agreed
        to
        indemnify the underwriters contained in Section 6 of the Underwriting Agreement
        between the Company, the Underwriters and the other underwriters named therein
        dated the Effective Date. The Holder(s) of the Registrable Securities to
        be sold
        pursuant to such registration statement, and their successors and assigns,
        shall
        severally, and not jointly, indemnify the Company, its officers and directors
        and each person, if any, who controls the Company within the meaning of Section
        15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
        damage, expense or liability (including all reasonable attorneys’ fees and other
        expenses reasonably incurred in investigating, preparing or defending against
        any claim whatsoever) to which they may become subject under the Act, the
        Exchange Act or otherwise, arising from information furnished by or on behalf
        of
        such Holders, or their successors or assigns, in writing, for specific inclusion
        in such registration statement to the same extent and with the same effect
        as
        the provisions contained in Section 6 of the Underwriting Agreement pursuant
        to
        which the underwriters have agreed to indemnify the Company.

       

      5.4.2.  Exercise
        of Purchase Options.
        Nothing
        contained in this Purchase Option shall be construed as requiring the Holder(s)
        to exercise their Purchase Options or Warrants underlying such Purchase Options
        prior to or after the initial filing of any registration statement or the
        effectiveness thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.4.3.  Documents
        Delivered to Holders.
        The
        Company shall furnish the Underwriters, as representatives of the Holders
        participating in any of the foregoing offerings, a signed counterpart, addressed
        to the participating Holders, of (i) an opinion of counsel to the Company,
        dated
        the effective date of such registration statement (and, if such registration
        includes an underwritten public offering, an opinion dated the date of the
        closing under any underwriting agreement related thereto), and (ii) a “cold
        comfort” letter dated the effective date of such registration statement (and, if
        such registration includes an underwritten public offering, a letter dated
        the
        date of the closing under the underwriting agreement) signed by the independent
        public accountants who have issued a report on the Company’s financial
        statements included in such registration statement, in each case covering
        substantially the same matters with respect to such registration statement
        (and
        the prospectus included therein) and, in the case of such accountants’ letter,
        with respect to events subsequent to the date of such financial statements,
        as
        are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
        securities. The Company shall also deliver promptly to the Underwriters,
        as
        representatives of the Holders participating in the offering, the correspondence
        and memoranda described below and copies of all correspondence between the
        Commission and the Company, its counsel or auditors and all memoranda relating
        to discussions with the Commission or its staff with respect to the registration
        statement and permit the Underwriters, as representatives of the Holders,
        to do
        such investigation, upon reasonable advance notice, with respect to information
        contained in or omitted from the registration statement as they deem reasonably
        necessary to comply with applicable securities laws or rules of the National
        Association of Securities Dealers, Inc. (“NASD”). Such investigation shall
        include access to books, records and properties and opportunities to discuss
        the
        business of the Company with its officers and independent auditors, all to
        such
        reasonable extent and at such reasonable times and as often as the Underwriters,
        as representatives of the Holders, shall reasonably request. The Company
        shall
        not be required to disclose any confidential information or other records
        to the
        Underwriters, as representatives of the Holders, or to any other person,
        until
        and unless such persons shall have entered into reasonable confidentiality
        agreements (in form and substance reasonably satisfactory to the Company),
        with
        the Company with respect thereto.

       

      5.4.4.  Underwriting
        Agreement.
        The
        Company shall enter into an underwriting agreement with the managing
        underwriter(s), if any, selected by any Holders whose Registrable Securities
        are
        being registered pursuant to this Section 5, which managing underwriter shall
        be
        reasonably acceptable to the Company. Such agreement shall be reasonably
        satisfactory in form and substance to the Company, each Holder and such managing
        underwriters, and shall contain such representations, warranties and covenants
        by the Company and such other terms as are customarily contained in agreements
        of that type used by the managing underwriter. The Holders shall be parties
        to
        any underwriting agreement relating to an underwritten sale of their Registrable
        Securities and may, at their option, require that any or all the
        representations, warranties and covenants of the Company to or for the benefit
        of such underwriters shall also be made to and for the benefit of such Holders.
        Such Holders shall not be required to make any representations or warranties
        to
        or agreements with the Company or the underwriters except as they may relate
        to
        such Holders and their intended methods of distribution. Such Holders, however,
        shall agree to such covenants and indemnification and contribution obligations
        for selling stockholders as are customarily contained in agreements of that
        type
        used by the managing underwriter. Further, such Holders shall execute
        appropriate custody agreements and otherwise cooperate fully in the preparation
        of the registration statement and other documents relating to any offering
        in
        which they include securities pursuant to this Section 5. Each Holder shall
        also
        furnish to the Company such information regarding itself, the Registrable
        Securities held by it, and the intended method of disposition of such securities
        as shall be reasonably required to effect the registration of the Registrable
        Securities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.4.5.  Rule
        144 Sale.
        Notwithstanding anything contained in this Section 5 to the contrary, the
        Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
        registration of Registrable Securities held by any Holder (i) where such
        Holder
        would then be entitled to sell under Rule 144 promulgated under the Act (“Rule
        144”) within any three-month period (or such other period prescribed under Rule
        144 as may be provided by amendment thereof) all of the Registrable Securities
        then held by such Holder, and (ii) where the number of Registrable Securities
        held by such Holder is within the volume limitations under paragraph (e)
        of Rule
        144 (calculated as if such Holder were an affiliate within the meaning of
        Rule
        144).

       

      5.4.6.  Supplemental
        Prospectus.
        Each
        Holder agrees, that upon receipt of any notice from the Company of the happening
        of any event as a result of which the prospectus included in the Registration
        Statement, as then in effect, includes an untrue statement of a material
        fact or
        omits to state a material fact required to be stated therein or necessary
        to
        make the statements therein not misleading in light of the circumstances
        then
        existing, such Holder will immediately discontinue disposition of Registrable
        Securities pursuant to the Registration Statement covering such Registrable
        Securities until such Holder’s receipt of the copies of a supplemental or
        amended prospectus, and, if so desired by the Company, such Holder shall
        deliver
        to the Company (at the expense of the Company) or destroy (and deliver to
        the
        Company a certificate of such destruction) all copies, other than permanent
        file
        copies then in such Holder’s possession, of the prospectus covering such
        Registrable Securities current at the time of receipt of such
        notice.

       

      6.  Adjustments.

       

      6.1.  Adjustments
        to Exercise Price and Number of Securities.
        The
        Exercise Price and the number of Units underlying the Purchase Option shall
        be
        subject to adjustment from time to time as hereinafter set forth:

       

      6.1.1.  Stock
        Dividends - Split-Ups.
        If
        after the date hereof, and subject to the provisions of Section 6.1.3 below,
        the
        number of outstanding shares of Common Stock is increased by a stock dividend
        payable in shares of Common Stock or by a split-up of shares of Common Stock
        or
        other similar event, then, on the effective date thereof, the number of shares
        of Common Stock underlying each of the Units purchasable hereunder shall
        be
        increased in proportion to such increase in outstanding shares. In such case,
        the number of shares of Common Stock, and the exercise price applicable thereto,
        underlying the Warrants underlying each of the Units purchasable hereunder
        shall
        be adjusted in accordance with the terms of the Warrants. For example, if
        the
        Company declares a two-for-one stock dividend and at the time of such dividend
        this Purchase Option is for the purchase of one Unit at $7.50 per whole Unit
        (each Warrant underlying the Units is exercisable for $5.00 per share), upon
        effectiveness of the dividend, this Purchase Option will be adjusted to allow
        for the purchase of one Unit at $7.50 per Unit, each Unit entitling the holder
        to receive two shares of Common Stock and four Warrants (each Warrant
        exercisable for $2.50 per share).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      6.1.2.  Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 6.1.3, the
        number of outstanding shares of Common Stock is decreased by a consolidation,
        combination or reclassification of shares of Common Stock or other similar
        event, then, on the effective date thereof, the number of shares of Common
        Stock
        underlying each of the Units purchasable hereunder shall be decreased in
        proportion to such decrease in outstanding shares. In such case, the number
        of
        shares of Common Stock, and the exercise price applicable thereto, underlying
        the Warrants underlying each of the Units purchasable hereunder shall be
        adjusted in accordance with the terms of the Warrants.

       

      6.1.3.  Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Common
        Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
        solely affects the par value of such shares of Common Stock, or in the case
        of
        any merger or consolidation of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the property of the Company
        as an
        entirety or substantially as an entirety in connection with which the Company
        is
        dissolved, the Holder of this Purchase Option shall have the right thereafter
        (until the expiration of the right of exercise of this Purchase Option) to
        receive upon the exercise hereof, for the same aggregate Exercise Price payable
        hereunder immediately prior to such event, the kind and amount of shares
        of
        stock or other securities or property (including cash) receivable upon such
        reclassification, reorganization, merger or consolidation, or upon a dissolution
        following any such sale or transfer, by a Holder of the number of shares
        of
        Common Stock of the Company obtainable upon exercise of this Purchase Option
        and
        the underlying Warrants immediately prior to such event; and if any
        reclassification also results in a change in shares of Common Stock covered
        by
        Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
        6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3
        shall
        similarly apply to successive reclassifications, reorganizations, mergers
        or
        consolidations, sales or other transfers.

       

      6.1.4.  Changes
        in Form of Purchase Option.
        This
        form of Purchase Option need not be changed because of any change pursuant
        to
        this Section, and Purchase Options issued after such change may state the
        same
        Exercise Price and the same number of Units as are stated in the Purchase
        Options initially issued pursuant to this Agreement. The acceptance by any
        Holder of the issuance of new Purchase Options reflecting a required or
        permissive change shall not be deemed to waive any rights to an adjustment
        occurring after the Commencement Date or the computation thereof.

       

      6.2.  Substitute
        Purchase Option.
        In case
        of any consolidation of the Company with, or merger of the Company with,
        or
        merger of the Company into, another corporation (other than a consolidation
        or
        merger which does not result in any reclassification or change of the
        outstanding Common Stock), the corporation formed by such consolidation or
        merger shall execute and deliver to the Holder a supplemental Purchase Option
        providing that the holder of each Purchase Option then outstanding or to
        be
        outstanding shall have the right thereafter (until the stated expiration
        of such
        Purchase Option) to receive, upon exercise of such Purchase Option, the kind
        and
        amount of shares of stock and other securities and property receivable upon
        such
        consolidation or merger, by a holder of the number of shares of Common Stock
        of
        the Company for which such Purchase Option might have been exercised immediately
        prior to such consolidation, merger, sale or transfer. Such supplemental
        Purchase Option shall provide for adjustments which shall be identical to
        the
        adjustments provided in Section 6. The above provision of this Section shall
        similarly apply to successive consolidations or mergers.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      6.3.  Elimination
        of Fractional Interests.
        The
        Company shall not be required to issue certificates representing fractions
        of
        shares of Common Stock or Warrants upon the exercise of the Purchase Option,
        nor
        shall it be required to issue scrip or pay cash in lieu of any fractional
        interests, it being the intent of the parties that all fractional interests
        shall be eliminated by rounding any fraction up to the nearest whole number
        of
        Warrants, shares of Common Stock or other securities, properties or
        rights.

       

      7.  Reservation
        and Listing.

       

      The
        Company shall at all times reserve and keep available out of its authorized
        shares of Common Stock, solely for the purpose of issuance upon exercise
        of the
        Purchase Options or the Warrants underlying the Purchase Option, such number
        of
        shares of Common Stock or other securities, properties or rights as shall
        be
        issuable upon the exercise thereof. The Company covenants and agrees that,
        upon
        exercise of the Purchase Options and payment of the Exercise Price therefor,
        all
        shares of Common Stock and other securities issuable upon such exercise shall
        be
        duly and validly issued, fully paid and non-assessable and not subject to
        preemptive rights of any stockholder. The Company further covenants and agrees
        that upon exercise of the Warrants underlying the Purchase Options and payment
        of the respective Warrant exercise price therefor, all shares of Common Stock
        and other securities issuable upon such exercise shall be duly and validly
        issued, fully paid and non-assessable and not subject to preemptive rights
        of
        any stockholder. As long as the Purchase Options shall be outstanding, the
        Company shall use its best efforts to cause all (i) Units and shares of Common
        Stock issuable upon exercise of the Purchase Options, (ii) Warrants issuable
        upon exercise of the Purchase Options and (iii) shares of Common Stock issuable
        upon exercise of the Warrants included in the Units issuable upon exercise
        of
        the Purchase Option to be listed (subject to official notice of issuance)
        on all
        securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
        Market, OTC Bulletin Board or any successor trading market) on which the
        Units,
        the Common Stock or the Public Warrants issued to the public in connection
        herewith may then be listed and/or quoted.

       

      8.  Certain
        Notice Requirements.

       

      8.1.  Holder’s
        Right to Receive Notice.
        Nothing
        herein shall be construed as conferring upon the Holders the right to vote
        or
        consent as a stockholder for the election of directors or any other matter,
        or
        as having any rights whatsoever as a stockholder of the Company. If, however,
        at
        any time prior to the expiration of the Purchase Options and their exercise,
        any
        of the events described in Section 8.2 shall occur, then, in one or more
        of said
        events, the Company shall give written notice of such event at least fifteen
        days prior to the date fixed as a record date or the date of closing the
        transfer books for the determination of the stockholders entitled to such
        dividend, distribution, conversion or exchange of securities or subscription
        rights, or entitled to vote on such proposed dissolution, liquidation, winding
        up or sale. Such notice shall specify such record date or the date of the
        closing of the transfer books, as the case may be. Notwithstanding the
        foregoing, the Company shall deliver to each Holder a copy of each notice
        given
        to the other stockholders of the Company at the same time and in the same
        manner
        that such notice is given to the stockholders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      8.2.  Events
        Requiring Notice.
        The
        Company shall be required to give the notice described in this Section 8
        upon
        one or more of the following events: (i) if the Company shall take a record
        of
        the holders of its shares of Common Stock for the purpose of entitling them
        to
        receive a dividend or distribution payable otherwise than in cash, or a cash
        dividend or distribution payable otherwise than out of retained earnings,
        as
        indicated by the accounting treatment of such dividend or distribution on
        the
        books of the Company, or (ii) the Company shall offer to all the holders
        of its
        Common Stock any additional shares of capital stock of the Company or securities
        convertible into or exchangeable for shares of capital stock of the Company,
        or
        any option, right or warrant to subscribe therefor, or (iii) a dissolution,
        liquidation or winding up of the Company (other than in connection with a
        consolidation or merger) or a sale of all or substantially all of its property,
        assets and business shall be proposed.

       

      8.3.  Notice
        of Change in Exercise Price.
        The
        Company shall, promptly after an event requiring a change in the Exercise
        Price
        pursuant to Section 6 hereof, send notice to the Holders of such event and
        change (“Price Notice”). The Price Notice shall describe the event causing the
        change and the method of calculating the same and shall be certified as being
        true and accurate by the Company’s President and Chief Financial
        Officer.

       

      8.4.  Transmittal
        of Notices.
        All
        notices, requests, consents and other communications under this Purchase
        Option
        shall be in writing and shall be deemed to have been duly made when hand
        delivered, or mailed by express mail or private courier service: (i) If to
        the
        registered Holder of the Purchase Option, to the address of such Holder as
        shown
        on the books of the Company, or (ii) if to the Company, to the following
        address
        or to such other address as the Company may designate by notice to the Holders:
        Highbury Financial Inc., 999 Eighteenth Street, Suite 3000 Denver, Colorado
        80202, Attn: Richard S. Foote, Chief Executive Officer.

       

      9.  Miscellaneous.

       

      9.1.  Amendments.
        The
        Company and the Underwriters may from time to time supplement or amend this
        Purchase Option without the approval of any of the Holders in order to cure
        any
        ambiguity, to correct or supplement any provision contained herein that may
        be
        defective or inconsistent with any other provisions herein, or to make any
        other
        provisions in regard to matters or questions arising hereunder that the Company
        and the Underwriters may deem necessary or desirable and that the Company
        and
        the Underwriters deem shall not adversely affect the interest of the Holders.
        All other modifications or amendments shall require the written consent of
        and
        be signed by the party against whom enforcement of the modification or amendment
        is sought.

       

      9.2.  Headings.
        The
        headings contained herein are for the sole purpose of convenience of reference,
        and shall not in any way limit or affect the meaning or interpretation of
        any of
        the terms or provisions of this Purchase Option.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      10.  Entire
        Agreement.

       

      This
        Purchase Option (together with the other agreements and documents being
        delivered pursuant to or in connection with this Purchase Option) constitutes
        the entire agreement of the parties hereto with respect to the subject matter
        hereof, and supersedes all prior agreements and understandings of the parties,
        oral and written, with respect to the subject matter hereof.

       

      10.1.  Binding
        Effect.
        This
        Purchase Option shall inure solely to the benefit of and shall be binding
        upon,
        the Holder and the Company and their permitted assignees, respective successors,
        legal representative and assigns, and no other person shall have or be construed
        to have any legal or equitable right, remedy or claim under or in respect
        of or
        by virtue of this Purchase Option or any provisions herein
        contained.

       

      10.2.  Governing
        Law; Submission to Jurisdiction.
        This
        Purchase Option shall be governed by and construed and enforced in accordance
        with the laws of the State of New York, without giving effect to conflict
        of
        laws. The Company hereby agrees that any action, proceeding or claim against
        it
        arising out of, or relating in any way to this Purchase Option shall be brought
        and enforced in the courts of the State of New York or of the United States
        of
        America for the Southern District of New York, and irrevocably submits to
        such
        jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
        any objection to such exclusive jurisdiction and that such courts represent
        an
        inconvenient forum. Any process or summons to be served upon the Company
        may be
        served by transmitting a copy thereof by registered or certified mail, return
        receipt requested, postage prepaid, addressed to it at the address set forth
        in
        Section 8.4 hereof. Such mailing shall be deemed personal service and shall
        be
        legal and binding upon the Company in any action, proceeding or claim. The
        Company and the Holder agree that the prevailing party(ies) in any such action
        shall be entitled to recover from the other party(ies) all of its reasonable
        attorneys’ fees and expenses relating to such action or proceeding and/or
        incurred in connection with the preparation therefor.

       

      10.3.  Waiver,
        Etc.
        The
        failure of the Company or the Holder to at any time enforce any of the
        provisions of this Purchase Option shall not be deemed or construed to be
        a
        waiver of any such provision, nor to in any way affect the validity of this
        Purchase Option or any provision hereof or the right of the Company or any
        Holder to thereafter enforce each and every provision of this Purchase Option.
        No waiver of any breach, non-compliance or non-fulfillment of any of the
        provisions of this Purchase Option shall be effective unless set forth in
        a
        written instrument executed by the party or parties against whom or which
        enforcement of such waiver is sought; and no waiver of any such breach,
        non-compliance or non-fulfillment shall be construed or deemed to be a waiver
        of
        any other or subsequent breach, non-compliance or non-fulfillment.

       

      10.4.  Execution
        in Counterparts.
        This
        Purchase Option may be executed in one or more counterparts, and by the
        different parties hereto in separate counterparts, each of which shall be
        deemed
        to be an original, but all of which taken together shall constitute one and
        the
        same agreement, and shall become effective when one or more counterparts
        has
        been signed by each of the parties hereto and delivered to each of the other
        parties hereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      10.5.  Exchange
        Agreement.
        As a
        condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
        agrees that, at any time prior to the complete exercise of this Purchase
        Option
        by Holder, if the Company and the Underwriters enter into an agreement
        (“Exchange Agreement”) pursuant to which they agree that all outstanding
        Purchase Options will be exchanged for securities or cash or a combination
        of
        both, then Holder shall agree to such exchange and become a party to the
        Exchange Agreement.

       

      10.6.  Underlying
        Warrants.
        At any
        time after exercise by the Holder of this Purchase Option, the Holder may
        exchange his Warrants (with a $6.25 exercise price) for Public Warrants (with
        a
        $5.00 exercise price) upon payment to the Company of the difference between
        the
        exercise price of his Warrant and the exercise price of the Public
        Warrants.

       

      [Signature
        page follows]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Purchase Option to be signed
        by its
        duly authorized officer as of the ____ day of __________, 200_.

       

      
        	 	 	 
	 	HIGHBURY
                FINANCIAL INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name: Richard
                S. Foote
	 	Title:  
President
                and Chief Executive Officer


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      


      Form
        to
        be used to exercise Purchase Option:

       

      Highbury
        Financial Inc.

      999
        Eighteenth Street

      Denver,
        Colorado 80202

       

      Date:
        _________________

       

      The
        undersigned hereby elects irrevocably to exercise all or a portion of the
        within
        Purchase Option and to purchase 168,333 Units of Highbury Financial Inc.
        and hereby makes payment of $____________ (at the rate of $_________ per
        Unit)
        in payment of the Exercise Price pursuant thereto. Please issue the Common
        Stock
        and Warrants as to which this Purchase Option is exercised in accordance
        with
        the instructions given below.

       

      or

       

      The
        undersigned hereby elects irrevocably to convert its right to purchase 168,333
        Units purchasable under the within Purchase Option by surrender of the
        unexercised portion of the attached Purchase Option (with a “Value” based of
        $_______ based on a “Market Price” of $_______). Please issue the securities
        comprising the Units as to which this Purchase Option is exercised in accordance
        with the instructions given below.

       

      ______________________________

      Signature

      ______________________________

      Signature
        Guaranteed

       

      INSTRUCTIONS
        FOR REGISTRATION OF SECURITIES

       

      Name
        ______________________________

      (Print
        in
        Block Letters)

       

      Address
        ____________________________

       

      NOTICE:
        THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
        THE
        FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
        OR
        ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
        THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP
        ON A
        REGISTERED NATIONAL SECURITIES EXCHANGE.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        B

       

      Form
        to
        be used to assign Purchase Option:

       

      ASSIGNMENT

       

      (To
        be
        executed by the registered Holder to effect a transfer of the within Purchase
        Option):

       

      FOR
        VALUE
        RECEIVED,__________________________________________ does hereby sell, assign
        and
        transfer unto______________________________________________ the right to
        purchase 168,333 Units of Highbury Financial Inc. (“Company”) evidenced by the
        within Purchase Option and does hereby authorize the Company to transfer
        such
        right on the books of the Company.

       

      Dated:
        ___ ____________________, 200

       

      _________________________

      Signature

       

      __________________________

      Signature
        Guaranteed

       

      NOTICE:
        THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
        THE
        FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
        OR
        ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
        THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP
        ON A
        REGISTERED NATIONAL SECURITIES EXCHANGE.