Exhibit
        10.7

       

      December
        __, 2005

       

      Highbury
        Financial Inc.

      999
        Eighteenth Street, Suite 3000

      Denver,
        Colorado 80202

       

      ThinkEquity
        Partners LLC

      31
        West
        52nd
        Street,
        17th
        Floor

      New
        York,
        New York 10019

    

     

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue, Suite 1203

    New
      York,
      New York 10016

     

    Re: Initial
      Public Offering

     

    Ladies
      and Gentlemen:

     

    This
      letter is being delivered to you in accordance with the Underwriting Agreement
      (the “Underwriting Agreement”) entered into by and between Highbury Financial
      Inc., a Delaware corporation (the “Company”), ThinkEquity Partners LLC and
      EarlyBirdCapital, Inc. (the “Underwriters”), relating to an underwritten initial
      public offering (the “IPO”) of the Company’s units (the “Units”), each comprised
      of one share of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), and two warrants, each of which is exercisable for one share of
      Common Stock (each, a “Warrant”). Certain capitalized terms used herein are
      defined in paragraph 12 hereof.

     

    In
      order
      to induce the Company and the Underwriters to enter into the Underwriting
      Agreement and to proceed with the IPO, and in recognition of the benefit that
      such IPO will confer upon the undersigned as a stockholder of the Company,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the undersigned hereby agrees with the Company and
      the
      Underwriters as follows:

     

    1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all shares of Common Stock, including Insider Shares,
      Private Placement Shares and IPO Shares, owned by him or it in accordance
      with the majority of the votes cast by the holders of the IPO
      Shares.

     

    2.  In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO or 24 months under the circumstances described in the
      prospectus relating to the IPO (the first to occur of such dates, the
“Transaction Failure Date”), the undersigned will take all reasonable actions
      within his or its power to (i) cause the Trust Fund to be liquidated
      and
      distributed to the holders of the IPO Shares as soon as practicable but in
      no
      event later than 60 (sixty) calendar days after the Transaction Failure Date
      and
      (ii) cause the Company to dissolve and liquidate as soon as practicable
      (the earliest date on which the conditions in clauses (i) and (ii) are
      both
      satisfied being the “Liquidation Date”). The undersigned hereby waives any and
      all right, title, interest or claim of any kind in or to any distributions
      of
      the Trust Fund as a result of such distribution, or to any other amounts
      distributed in connection with a liquidating distribution of the Company with
      respect to his or its Insider Shares and his or its Private Placement Shares
      (“Claim”) and hereby waives any Claim the undersigned may have in the future as
      a result of, or arising out of, any contracts or agreements with the Company
      and
      will not seek recourse against the Trust Fund for any reason whatsoever. The
      undersigned hereby agrees that the Company shall be entitled to reimbursement
      from the undersigned for any distribution of the Trust Fund, or any other
      amounts distributed by the Company in connection with a liquidating
      distribution, received by the undersigned in respect of such person’s Insider
      Shares and Private Placement Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  [The
      undersigned agrees to indemnify and hold harmless the Company, jointly and
      severally with R. Bruce Cameron/Richard S. Foote, against any
      and all
      loss, liability, claims, damage and expense whatsoever (including, but not
      limited to, any and all legal or other expenses reasonably incurred in
      investigating preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) which the Company may become subject as
      a
      result of (i) any claim by any vendor or other person who is owed money
      by
      the Company for services rendered or products sold, or (ii) any claim
      by
      any acquisition target that the Company did not pay, or reimburse, such target
      for the fees and expenses of third party providers of services (such as
      accountants, consultants and attorneys) to the target that the Company agreed
      in
      writing with the target to be liable for, in accordance with the terms of such
      agreement, but in each case only to the extent necessary to ensure that such
      loss, liability, claim, damage or expense does not reduce the amount in the
      Trust Fund (or, in the event that such claim arises after the distribution
      of
      the Trust Fund, to the extent necessary to ensure that the Company’s former
      stockholders other than the undersigned and Mr. Cameron/Foote are not
      liable for any amount of such loss, liability, claim, damage or
      expense).]1     

     

    4.  In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire all or substantially all of the outstanding equity
      securities of, or otherwise acquire or acquire control of (through merger,
      capital stock exchange, asset acquisition, stock purchase or other business
      combination), an operating business in the financial services industry, until
      the earlier of the consummation by the Company of a Business Combination, the
      distribution of the Trust Fund or until such time as the undersigned ceases
      to
      be an officer or director of the Company; provided,
      however,
      that
      the presentation of such opportunities to the Company shall in each case be
      subject to any fiduciary or contractual obligation of the undersigned arising
      from a fiduciary or contractual relationship.

     

    5.  The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders or their respective affiliates unless the Company obtains an
      opinion from an independent investment banking firm that the business
      combination is fair to the Company’s stockholders from a financial
      perspective.

     

    
      
        

      

    

    1
      This section of the agreement will appear only in the agreements
      executed by R. Bruce Cameron and Richard S. Foote. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      of the undersigned will be entitled to receive and will not accept any
      compensation, including payments to related parties of the existing stockholders
      for performing due diligence, for services rendered to the Company prior to
      or
      in connection with the consummation of the Business Combination except as
      described in the registration statement with respect to Broad Hollow LLC,
provided
      that
      commencing on the effective date of the IPO, Berkshire Capital Securities LLC
      (“Related Party”) shall be allowed to charge the Company $7,500 per month to
      compensate it for the Company’s use of Related Party’s offices, utilities and
      personnel. The undersigned shall also be entitled to reimbursement from the
      Company for his out-of-pocket expenses incurred in connection with seeking
      and
      consummating a Business Combination.

     

    7.  Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      of the undersigned will be entitled to receive, or accept, a finder’s fee or any
      other compensation from the Company in the event the undersigned, any member
      of
      the family of the undersigned or any affiliate of the undersigned originates
      a
      Business Combination except as described in the Company’s registration
      statement. 

     

    8.  The
      undersigned shall not, and shall cause the members of such person's immediate
      family and the affiliates of such person to not, accept a finder's fee
or
      any
      other compensation in the event the undersigned, any member of such person's
      immediate family or any affiliate of such person originates our initial Business
      Combination
      except as described in the registration statement with respect to Broad Hollow
      LLC.

     

    9.  The
      undersigned will escrow his Insider Shares for the three year period commencing
      on the Effective Date subject to the terms of a Stock Escrow Agreement which
      the
      Company will enter into with an escrow agent acceptable to the
      Company.

     

    10.  The
      undersigned agrees to be [President and Chief Executive Officer, Treasurer
      and
      Director/Chairman of the Board of Directors] until the earlier of the
      consummation by the Company of a Business Combination or the Liquidation Date.
      The undersigned’s biographical information furnished to the Company and the
      Underwriters and attached hereto as Exhibit A is true and accurate in all
      respects, does not omit any material information with respect to the
      undersigned’s background and contains all of the information required to be
      disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
      Securities Act of 1933. The undersigned’s questionnaires furnished to the
      Company and the Underwriters and attached hereto as Exhibit B are true and
      accurate in all respects. The undersigned represents and warrants
      that:

     

    (a)  the
      undersigned is not subject to or a respondent in any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or refrain
      from any act or practice relating to the offering of securities in any
      jurisdiction;

     

    (b)  the
      undersigned has never been convicted of or pleaded guilty to any crime
      (i) involving any fraud or (ii) relating to any financial transaction
      or handling of funds of another person, or (iii) pertaining to any dealings
      in any securities and the undersigned is not currently a defendant in any such
      criminal proceeding; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  the
      undersigned has never been suspended or expelled from membership in any
      securities or commodities exchange or association or had a securities or
      commodities license or registrations denied, suspended or revoked.

     

    11.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound (including, without limitation, any non-competition or
      non-solicitation agreement with any employer or former employer), to enter
      into
      this letter agreement serve as [President and Chief Executive Officer, Treasurer
      and as a member of the Board of Directors of the Company/Chairman of the Board
      of Directors and hereby consents to being named in the registration statement
      as
      a[n] [officer] [director] of the Company.]

     

    12.  As
      used
      herein, (i) a “Business Combination” shall mean the initial acquisition by
      merger, capital stock exchange, asset acquisition, stock purchase,
      reorganization or otherwise, of or control of an operating business in the
      financial services industry selected by the Company; (ii) “Insiders” shall
      mean all officers, directors and stockholders of the Company immediately prior
      to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common
      Stock of the Company owned by an Insider prior to December 1, 2005;
      (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
      Company’s IPO; (v) “Private Placement Shares” shall mean the 166,667 shares
      underlying the 166,667 Units that the Insiders have agreed to purchase in a
      private placement immediately prior to the IPO; and (vi) “Trust Fund” shall
      mean the Trust Account established under that certain Investment Management
      Trust Agreement, dated as of the date hereof, by and among the Company, the
      Underwriters and Continental Stock Transfer & Trust
      Company.

     

    The
      undersigned acknowledges and understands that the Underwriters and the Company
      will rely upon the agreements, representations and warranties set forth herein
      in proceeding with the IPO. Nothing contained herein shall be deemed to render
      the Underwriters a representative of, or a fiduciary with respect to, the
      Company, its stockholders, or any creditor or vendor of the Company with respect
      to the subject matter hereof.

    


    This
      letter agreement shall be binding on the undersigned and such person’s
      respective successors, heirs, personal representatives and assigns. This letter
      agreement shall terminate on the earlier of (i) the Business Combination
      Date and (ii) the Liquidation Date; provided that such termination shall
      not relieve the undersigned from liability for any breach of this agreement
      prior to its termination, [and provided further that Section 3 of this agreement
      shall survive a termination pursuant to clause (ii).]

    


    This
      letter agreement shall be governed by and interpreted and construed in
      accordance with the laws of the State of New York applicable to contracts formed
      and to be performed entirely within the State of New York, without
      regard to the conflicts of law provisions thereof to the extent such principles
      or rules would require or permit the application of the laws of another
      jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No
      term
      or provision of this letter agreement may be amended, changed, waived, altered
      or modified except by written instrument executed and delivered by the party
      against whom such amendment, change, waiver, alteration or modification is
      to be
      enforced.

     

    
      	 	 	      

	 	 	
              [Name
                of current
                stockholder] 

            


    

     

    Accepted
      and agreed:

     

    Highbury
      Financial Inc.

     

    By:_______________________________

    Name:

    Title:

     

    ThinkEquity
      Partners LLC

     

    By:_______________________________

    Name:

    Title:

     

    EarlyBirdCapital,
      Inc.

     

    By:_______________________________

    Name:

    Title: