**AMENDED
      AND RESTATED**


**WARRANT
      CLARIFICATION AGREEMENT**




This
      Amended and Restated Warrant Clarification Agreement (this “Agreement”), dated
      December 15, 2006, is to the Warrant Agreement, dated as of January 25, 2006
      (the “Warrant Agreement”), by and between Highbury Financial Inc., a Delaware
      corporation, with offices at 999 Eighteenth Street, Suite 3000, Denver, Colorado
      80202 (the “Company”), and Continental Stock Transfer & Trust Company, a New
      York corporation, with offices at 17 Battery Place, New York, New York 10004
      (the “Warrant Agent”).




**WHEREAS,** as
      a
      result of certain questions that have arisen regarding the accounting treatment
      applicable to the Warrants, the parties hereto deem it necessary and desirable
      to clarify the Warrant Agreement to reflect the original intent of the Warrant
      Agreement which was and is that the registered holders do not have the right
      to
      receive a net cash settlement in the event the Company does not maintain a
      current prospectus relating to the common stock issuable upon exercise of the
      warrants at the time such warrants are exercisable.




**NOW,
      THEREFORE** ,
      in
      consideration of the mutual agreements contained herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      to amend the Warrant Agreement as set forth herein.




1.  Warrant
      Agreement .
      The
      undersigned hereby agree that the Warrant Agreement is hereby amended by adding
      the following last sentence to Section 3.3.2:




“In
      no
      event will the registered holder of a Warrant be entitled to receive a net-cash
      settlement or other consideration in lieu of physical settlement in shares
      of
      Common Stock if the Common Stock underlying the Warrant is not covered by an
      effective registration statement. In the absence of such an effective
      registration statement the Warrant may expire unexercised or
      unredeemed.”




2.  Miscellaneous .




a.  Governing
      Law; Jurisdiction .
      The
      validity, interpretation, and performance of this Agreement shall be governed
      in
      all respects by 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 Agreement shall be
      brought and enforced in the courts of the State of New York or the United States
      District Court 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 inconvenience forum. Any such 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
      in
      care of the address set forth above or such other address as the undersigned
      shall furnish in writing to the other. Such mailing shall be deemed personal
      service and shall be legal and binding upon the Company in any action,
      proceeding or claim.









b.  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and
      assigns.




c.  Entire
      Agreement .
      This
      Agreement sets forth the entire agreement and understanding between the parties
      as to the subject matter thereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among them.
      Except as set forth in this Agreement, provisions of the original Warrant
      Agreement which are not inconsistent with this Agreement shall remain in full
      force and effect. This Agreement may be executed in counterparts.




d.  Severability .
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.









IN
      WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification
      Agreement as of the date first written above.




HIGHBURY
              FINANCIAL
              INC.By:
            /s/ Richard
              S. FooteName:
              Richard S. FooteTitle:
              President and CEO




CONTINENTAL
              STOCK
              TRANSFER & TRUSTBy:
            /s/ Steve
              NelsonName:
              Steve NelsonTitle:
              Chairman and President