**Exhibit
      99.2**




**UNIT
      PURCHASE OPTION REPURCHASE AGREEMENT**




THIS
      UNIT
      PURCHASE OPTION REPURCHASE AGREEMENT (the “ Agreement ”)
      is
      made as of this 20 th day
      of July, 2007, by and between HIGHBURY FINANCIAL INC., a Delaware
      corporation (the “ Company ”),
      and EARLYBIRDCAPITAL,
      INC. (“ Seller ”).




WITNESETH :




WHEREAS,
      Seller is the registered owner of a purchase option (the “ Purchase
      Option ”)
      originally issued to Seller on January 31, 2006 to purchase up to
      168,333 units (“ Units ”)
      of the
      Company.




WHEREAS,
      the Company wishes to purchase from the Seller, and the Seller wishes to sell
      to
      the Company, the Purchase Option on the terms and conditions hereinafter set
      forth.




NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, the
      parties agree as follows:




1.  Sale
      and Purchase of the Purchase Option .
      The
      Seller hereby sells, assigns, transfers and delivers to the Company, and the
      Company hereby purchases, accepts, assumes and receives from the Seller, all
      right, title and interest in and to the Purchase Option.




2.  Purchase
      Price .
      The
      purchase price for the Purchase Option is $3.86138 per Unit, or Six Hundred
      Forty-Nine Thousand Nine Hundred Ninety-Eight Dollars and Seven Cents
      ($649,998.07) in the aggregate (the “ Purchase  Price ”).




3.  Deliveries .
      Simultaneously with the execution and delivery of this Agreement:




(a)  the
      Seller has delivered to the Company the certificate representing the Purchase
      Option, together with a stock power and assignment duly endorsed in blank in
      the
      form attached hereto as Exhibit A; and




(b)  the
      Company has delivered to the Seller the Purchase Price by wire transfer of
      U.S.
      Dollars in immediately available funds at the account described on Exhibit
      B.




4.  Representations
      and Warranties of the Seller .
      The
      Seller represents and warrants to the Company as follows:




(a)  Seller
      is
      validly existing and is in good standing under the laws of the jurisdiction
      of
      its organization.









(b)  Seller
      has full legal capacity, power and authority to execute and deliver this
      Agreement and to consummate the transactions contemplated hereby. The execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby by Seller have been duly and validly authorized by all
      necessary action on the part of Seller, and no other proceedings on the part
      of
      Seller are necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby.




(c)  This
      Agreement has been duly and validly executed and delivered by Seller and
      constitutes a valid and binding agreement of Seller, enforceable against Seller
      in accordance with its terms.




(d)  Seller
      owns of record the Purchase Option and is assigning it to the Company free
      and
      clear of all “adverse claims” (as such term is defined in
      Section 8-102(a)(1) of the Uniform Commercial Code of the State of New
      York).




(e)  The
      execution and delivery of this Agreement by Seller does not, and the performance
      of the terms of this Agreement by Seller will not, (i) require Seller to obtain
      the consent or approval of, or make any filing with or notification to, any
      governmental or regulatory authority, domestic or foreign; (ii) conflict with
      or
      violate the organizational documents of Seller; (iii) require the consent or
      approval of any other person pursuant to any agreement, obligation or instrument
      binding on Seller or its properties and assets; (iv) conflict with or violate
      any organizational document or law, rule, regulation, order, judgment or decree
      applicable to Seller or by which any property or asset of Seller is bound;
      or
      (v) violate any other agreement to which Seller is a party, including, without
      limitation, any voting agreement, stockholders agreement, irrevocable proxy,
      or
      voting trust.




(f)  Seller
      acknowledges that (i) the Company may have possession of material, non-public
      information concerning the Company and its securities (collectively, the
“ Excluded
      Information ”)
      and
      the Company is not sharing the Excluded Information with Seller; (ii) Seller
      does not possess or have access to the Excluded Information, and, as a
      consequence, there may exist a disparity of information between the Company
      and
      the Seller with respect to the Company and its securities, including the
      Purchase Option; (iii) the Excluded Information could be indicative of a value
      of the Purchase Option that is higher than the Purchase Price reflected in
      the
      sale or could otherwise be adverse to the Seller; and (iv) the Excluded
      Information may be material to Seller’s decision to sell the Purchase
      Option.




(g)  Seller
      has not requested the Excluded Information and agrees that the Company shall
      not
      be obligated to disclose any Excluded Information to the Seller and that the
      Company shall have no liability with respect to any non-disclosure of the
      Excluded Information. As a condition to the Company’s agreement to buy the
      Purchase Option, to the fullest extent permitted by law, the Seller hereby
      releases and waives any and all claims, causes of action, actions, proceedings,
      suits, judgments, liens and executions, claims and causes of action, whether
      known or unknown, now or hereafter arising against the Company, based upon
      or
      relating to such non-disclosure or the Seller’s failure to review the Excluded
      Information and further covenants not to sue the Company for any loss, damage
      or
      liability arising from or relating to the sale of the Purchase Option.




-
          2
          -




(h)  Seller
      (i) is an “accredited investor” as defined in Rule 501 under the Securities Act
      of 1933, as amended, and (ii) has not relied upon the Company for any
      investigation into, assessment of, or evaluation with respect to the Purchase
      Option, the Company and/or the transactions contemplated hereby. The Seller
      further acknowledges that the Company has not made any representation or
      warranty whatsoever with respect to the business, condition (financial or
      otherwise), properties, prospects, creditworthiness, status or affairs of the
      Company or with respect to the value, terms or enforceability of the Purchase
      Option.




5.  Representations
      and Warranties of the Company .
      The
      Company hereby represents and warrants to the Seller as follows:




(a)  The
      Company is a corporation duly organized and validly existing under the laws
      of
      the State of Delaware.




(b)  The
      Company has full legal capacity, power and authority to execute and deliver
      this
      Agreement, to perform its obligations hereunder, and to consummate the
      transactions contemplated hereby. The execution and delivery of this Agreement,
      and the consummation of the transactions contemplated hereby by the Company,
      have been duly and validly authorized by all necessary action on the part of
      the
      Company, and no other proceedings on the part of the Company are necessary
      to
      authorize this Agreement, or to consummate the transactions contemplated hereby.




(c)  This
      Agreement has been duly and validly executed and delivered by the Company and
      constitutes a valid and binding agreement of the Company, enforceable against
      the Company in accordance with its terms.




(d)  The
      execution and delivery of this Agreement by the Company does not, and the
      performance of the terms of this Agreement by the Company will not, (i) require
      the Company to obtain the consent or approval of, or make any filing with or
      notification to, any governmental or regulatory authority, domestic or foreign;
      (ii) conflict with or violate the organizational documents of the Company;
      (iii)
      require the consent or approval of any other person pursuant to any agreement,
      obligation or instrument binding on the Company or its properties and assets;
      (iv) conflict with or violate any organizational document or law, rule,
      regulation, order, judgment or decree applicable to the Company or by which
      any
      property or asset of the Company is bound; or (v) violate any other agreement
      to
      which the Company is a party, including, without limitation, any voting
      agreement, stockholders agreement, irrevocable proxy, or voting trust.




6.  Survival
      of Representations and Warranties .
      The
      representations and warranties set forth in Sections 4 and 5 of this
      Agreement shall survive the execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby.




7.  Governing
      Law .
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York applicable to agreements made and to be enforced in such
      State, without reference to any choice of law rules that would require the
      application of the laws of any other jurisdiction.




-
          3
          -




8.  Entire
      Agreement and Waiver .
      This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements
      and
      arrangements, written or oral, relating to the subject matter hereof. No
      amendment, supplement, modification, rescission or waiver of this Agreement
      shall be binding unless executed in a writing signed by a duly authorized
      officer or each of the Company or Seller. No waiver of any of the provisions
      of
      this Agreement shall be deemed, or shall constitute, a continuing wavier unless
      otherwise expressly provided.




9.  Binding
      Effect; Benefits .
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, personal representatives, successors and assigns.
      Nothing in this Agreement, expressed or implied, is intended to confer on any
      person other than the parties hereto, or their respective heirs, personal
      representatives, successors or assigns, any rights, remedies, obligations or
      liabilities under or by reason of this Agreement.




10.  Further
      Assurances .
      Each of
      the parties shall execute such documents and other papers and take such further
      actions as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated hereby.




11.  Counterparts .
      This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.




12.  Specific
      Performance .  The
      rights of the parties under this Agreement are unique and, accordingly, the
      parties shall have the right, in addition to such other remedies as may be
      available to any of them at law or in equity, to enforce their rights hereunder
      by actions for specific performance in addition to any other legal or equitable
      remedies they might have to the extent permitted by law.




13.  Notice .
      Unless
      otherwise provided herein, any notice, report, payment or document to be given
      by one party to the other shall be in writing and shall be given in person,
      by
      any method of mail (postage prepaid) requiring return receipt, or by overnight
      courier, facsimile or electronic mail. Notice shall be deemed sufficiently
      given
      for all purposes upon the earlier of (i) the date received, (ii) if sent by
      reputable overnight courier, one business day after it is deposited with such
      courier, or (iii) the date of delivery, refusal or non-delivery indicated on
      the
      return receipt if deposited in the United States mails, sent postage prepaid,
      certified or registered mail, return receipt requested, addresses as provided
      below. If any such notice is hand delivered, the delivery shall be affected
      upon
      receipted delivery. Notices shall be given as follows:




(a)
            If
                to the Company, to:




Highbury
      Financial Inc.


999
      18th
      Street


Suite
      3000


Denver,
      CO 80202


Attention:  Bradley
      Forth


Executive
      Vice President




-
          4
          -




(b)
            If
                to the Seller, to:




EarlyBirdCapital,
      Inc.


275
      Madison Avenue, 27 th Floor


New
      York,
      New York 10016


Attention:  Steven
      Levine


CEO





or
      to
      such other place as any party may designate as to itself by written notice
      to
      the other party.




14.  Miscellaneous .
      The
      invalidity or unenforceability of any term or provision hereof shall not affect
      the validity or enforceability of any other term or provision hereof. The
      headings in this Agreement are for convenience of reference only and shall
      not
      alter or otherwise affect the meaning hereof. This Agreement shall be deemed
      drafted by both parties, and it shall not be construed against either party
      as
      the drafter of the document. Words such as “herein”, hereinafter”, “hereof”,
“hereby” and “hereunder” refer to this Agreement as a whole and not merely to a
      section or paragraph in which such words appear, unless the context otherwise
      requires. The singular shall include the plural, unless the context otherwise
      requires. Words importing the masculine gender shall include the feminine
      gender, and vice versa.









[Remainder
      of Page Intentionally Left Blank]




-
          5
          -


IN
      WITNESS WHEREOF, the parties have executed this Unit Purchase Option Repurchase
      Agreement as of the date first above written.




HIGHBURY
                FINANCIAL INC.
              
              By:/s/
                Richard S.
                Foote
              Name:
                Richard S. Foote
              Title:
                President & CEOEARLYBIRDCAPITAL,
                INC.
              
              By:/s/
                Steven
                Levine
              Name:
                Steven Levine
              Title:
                CEO




-
          6
          -




**Exhibit
      A to Unit Purchase Option Repurchase Agreement**




**ASSIGNMENT**




FOR
      VALUE
      RECEIVED, EarlyBirdCapital, Inc. does
      hereby sell, assign and transfer unto HIGHBURY FINANCIAL INC. (the “Company”)
      the right to purchase 168,333 Units of
      the Company evidenced by the within Purchase Option and does hereby authorize
      the Company to transfer such right on the books of the Company.




Dated:
      July 20, 2007




/s/
                Steven
                Levine
              Signature
              
              /s/ Anita
                Nelson
                Miller
              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







Ex.
          A