Exhibit
        10.9

       

      STOCK
        ESCROW AGREEMENT

       

      STOCK
        ESCROW AGREEMENT, dated as of September [__], 2005 (“Agreement”), by and among
        Highbury Financial Inc., a Delaware corporation, with offices at 999 Eighteenth
        Street, Suite 3000, Denver, Colorado 80202 (“Company”), R. Bruce Cameron,
        Richard S. Foote, R. Bradley Forth, Broad Hollow LLC, the Hillary Appel Trust
        and the Catey Lauren Appel Trust (collectively “Initial Stockholders”) and
        CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
        Agent”).

       

      WHEREAS,
        the Company has entered into an Underwriting Agreement, dated September [__],
        2005 (“Underwriting Agreement”), with ThinkEquity Partners LLC and
        EarlyBirdCapital, Inc. (the “Underwriters”), pursuant to which, among other
        matters, the Underwriters have agreed to purchase 5,833,333 units (“Units”) of
        the Company. Each Unit consists of one share of the Company’s Common Stock, par
        value $.0001 per share, and two Warrants, each Warrant to purchase one share
        of
        Common Stock, all as more fully described in the Company’s final Prospectus,
        dated [_______________], 2005 (“Prospectus”) comprising part of the Company’s
        Registration Statement on Form S-1 (File No. 333-127272) under the Securities
        Act of 1933, as amended (“Registration Statement”), declared effective on
        [_______________], 2005 (“Effective Date”).

       

      WHEREAS,
        the Initial Stockholders have agreed as a condition of the sale of the Units
        to
        deposit the shares of Common Stock of the Company that they purchased prior
        to
        the filing of the Registration Statement, as set forth opposite their respective
        names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as
        hereinafter provided.

       

      WHEREAS,
        the Company and the Initial Stockholders desire that the Escrow Agent accept
        the
        Escrow Shares, in escrow, to be held and disbursed as hereinafter
        provided.

       

      IT
        IS
        AGREED:

       

      1.    Appointment
        of Escrow Agent.
        The
        Company and the Initial Stockholders hereby appoint the Escrow Agent to act
        in
        accordance with and subject to the terms of this Agreement and the Escrow
        Agent
        hereby accepts such appointment and agrees to act in accordance with and
        subject
        to such terms.

       

      2.    Deposit
        of Escrow Shares.
        On or
        before the Effective Date, each of the Initial Stockholders shall deliver
        to the
        Escrow Agent certificates representing his respective Escrow Shares, to be
        held
        and disbursed subject to the terms and conditions of this Agreement. Each
        Initial Stockholder acknowledges that the certificate representing his Escrow
        Shares is legended to reflect the deposit of such Escrow Shares under this
        Agreement.

       

      3.    Disbursement
        of the Escrow Shares.
        The
        Escrow Agent shall hold the Escrow Shares until the third anniversary of
        the
        Effective Date (“Escrow Period”), on which date it shall, upon written
        instructions from each Initial Stockholder, disburse each of the Initial
        Stockholder’s Escrow Shares to such Initial Stockholders; provided, however,
        that if the Escrow Agent is notified by the Company pursuant to Section 6.7
        hereof that the Company is being liquidated at any time during the Escrow
        Period, then the Escrow Agent shall promptly destroy the certificates
        representing the Escrow Shares; provided further, however, that if, after
        the
        Company consummates a Business Combination (as such term is defined in the
        Registration Statement), it (or the surviving entity) subsequently consummates
        a
        liquidation, merger, stock exchange or other similar transaction which results
        in all of the stockholder of such entity having the right to exchange their
        shares of Common Stock for cash, securities or other property, then the Escrow
        Agent will, upon receipt of a certificate, executed by the Chief Executive
        Officer or Chief Financial Officer of the Company, in form reasonably acceptable
        to the Escrow Agent, that such transaction is then being consummated, release
        the Escrow Shares to the Initial Stockholders upon consummation of the
        transaction so that they can similarly participate. The Escrow Agent shall
        have
        no further duties hereunder after the disbursement or destruction of the
        Escrow
        Shares in accordance with this Section 3.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.    Rights
        of Initial Stockholders in Escrow Shares.

       

      4.1.    Voting
        Rights as a Stockholder.
        Subject
        to the terms of the Insider Letter described in Section 4.4 hereof and except
        as
        herein provided, the Initial Stockholders shall retain all of their rights
        as
        stockholders of the Company during the Escrow Period, including, without
        limitation, the right to vote such shares.

       

      4.2.    Dividends
        and Other Distributions in Respect of the Escrow Shares.
        During
        the Escrow Period, all dividends payable in cash with respect to the Escrow
        Shares shall be paid to the Initial Stockholders, but all dividends payable
        in
        stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
        the Escrow Agent to hold in accordance with the terms hereof. As used herein,
        the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
        distributed thereon, if any.

       

      4.3.    Restrictions
        on Transfer.
        During
        the Escrow Period, no sale, transfer or other disposition may be made of
        any or
        all of the Escrow Shares except (i) by gift to a member of Initial Stockholder’s
        immediate family or to a trust, the beneficiary of which is an Initial
        Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by
        virtue of the laws of descent and distribution upon death of any Initial
        Stockholder, (iii) pursuant to a qualified domestic relations order, or (iv)
        pursuant to either the Stockholder Call Agreement, dated as of August 1,
        2005,
        by and among Broad Hollow LLC and each of the Initial Stockholders or the
        Put-Call Agreement, dated as of August 1, 2005 by and between Broad Hollow
        LLC
        and R. Bradley Forth; provided,
        however,
        that
        such permissive transfers may be implemented only upon the respective
        transferee’s written agreement to be bound by the terms and conditions of this
        Agreement and of the Insider Letter signed by the Initial Stockholder
        transferring the Escrow Shares. During the Escrow Period, the Initial
        Stockholders shall not pledge or grant a security interest in the Escrow
        Shares
        or grant a security interest in their rights under this Agreement.

       

      4.4.    Insider
        Letters.
        Each of
        the Initial Stockholders has executed a letter agreement with the Underwriters
        and the Company, dated as indicated on Exhibit A hereto, the form
        of which
        is filed as an exhibit to the Registration Statement (“Insider Letter”),
        respecting the rights and obligations of such Initial Stockholder in certain
        events, including but not limited to the liquidation of the
        Company.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      5.    Concerning
        the Escrow Agent.

       

      5.1.    Good
        Faith Reliance.
        The
        Escrow Agent shall not be liable for any action taken or omitted by it in
        good
        faith and in the exercise of its own best judgment, and may rely conclusively
        and shall be protected in acting upon any order, notice, demand, certificate,
        opinion or advice of counsel (including counsel chosen by the Escrow Agent),
        statement, instrument, report or other paper or document (not only as to
        its due
        execution and the validity and effectiveness of its provisions, but also
        as to
        the truth and acceptability of any information therein contained) which is
        believed by the Escrow Agent to be genuine and to be signed or presented
        by the
        proper person or persons. The Escrow Agent shall not be bound by any notice
        or
        demand, or any waiver, modification, termination or rescission of this Agreement
        unless evidenced by a writing delivered to the Escrow Agent signed by the
        proper
        party or parties and, if the duties or rights of the Escrow Agent are affected,
        unless it shall have given its prior written consent thereto.

       

      5.2.    Indemnification.
        The
        Escrow Agent shall be indemnified and held harmless by the Company from and
        against any expenses, including counsel fees and disbursements, or loss suffered
        by the Escrow Agent in connection with any action, suit or other proceeding
        involving any claim which in any way, directly or indirectly, arises out
        of or
        relates to this Agreement, the services of the Escrow Agent hereunder, or
        the
        Escrow Shares held by it hereunder, other than expenses or losses arising
        from
        the gross negligence or willful misconduct of the Escrow Agent. Promptly
        after
        the receipt by the Escrow Agent of notice of any demand or claim or the
        commencement of any action, suit or proceeding, the Escrow Agent shall notify
        the other parties hereto in writing. In the event of the receipt of such
        notice,
        the Escrow Agent, in its sole discretion, may commence an action in the nature
        of interpleader in an appropriate court to determine ownership or disposition
        of
        the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
        appropriate court or it may retain the Escrow Shares pending receipt of a
        final,
        non-appealable order of a court having jurisdiction over all of the parties
        hereto directing to whom and under what circumstances the Escrow Shares are
        to
        be disbursed and delivered. The provisions of this Section 5.2 shall survive
        in
        the event the Escrow Agent resigns or is discharged pursuant to Sections
        5.5 or
        5.6 below.

       

      5.3.    Compensation.
        The
        Escrow Agent shall be entitled to reasonable compensation from the Company
        for
        all services rendered by it hereunder. The Escrow Agent shall also be entitled
        to reimbursement from the Company for all expenses paid or incurred by it
        in the
        administration of its duties hereunder including, but not limited to, all
        counsel, advisors’ and agents’ fees and disbursements and all taxes or other
        governmental charges.

       

      5.4.    Further
        Assurances.
        From
        time to time on and after the date hereof, the Company and the Initial
        Stockholders shall deliver or cause to be delivered to the Escrow Agent such
        further documents and instruments and shall do or cause to be done such further
        acts as the Escrow Agent shall reasonably request to carry out more effectively
        the provisions and purposes of this Agreement, to evidence compliance herewith
        or to assure itself that it is protected in acting hereunder.

       

      5.5.    Resignation.
        The
        Escrow Agent may resign at any time and be discharged from it duties as escrow
        agent hereunder by its giving the other parties hereto written notice and
        such
        resignation shall become effective as hereinafter provided. Such resignation
        shall become effective at such time that the Escrow Agent shall turn over
        to a
        successor escrow agent appointed by the Company, the Escrow Share held
        hereunder. If no new escrow agent is so appointed within the 60 day period
        following the giving of such notice of resignation, the Escrow Agent may
        deposit
        the Escrow Shares with any court it reasonably deems appropriate.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      5.6.    Discharge
        of Escrow Agent.
        The
        Escrow Agent shall resign and be discharged form its duties as escrow agent
        hereunder if so requested in writing at any time by the Company and a majority
        of the Initial Shareholders, jointly, provided, however, that such resignation
        shall become effective only upon acceptance of appointment by a successor
        escrow
        agent as provided in Section 5.5.

       

      5.7.    Liability.
        Notwithstanding anything herein to the contrary, the Escrow Agent shall not
        be
        relieved from liability hereunder for its own gross negligence or its own
        willful misconduct.

       

      6.    Miscellaneous.

       

      6.1.    Governing
        Law.
        This
        Agreement shall for all purposes be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York.

       

      6.2.    Third
        Party Beneficiaries.
        Each of
        the Initial Stockholders hereby acknowledges that the Underwriters are third
        party beneficiaries of this Agreement and this Agreement may not be modified
        or
        changed without the prior written consent of ThinkEquity Partners LLC and
        EarlyBirdCapital, Inc.

       

      6.3.    Entire
        Agreement.
        This
        Agreement contains the entire agreement of the parties hereto with respect
        to
        the subject matter hereof and, except as expressly provided herein, may not
        be
        changed or modified except by an instrument in writing signed by the party
        to be
        charged.

       

      6.4.    Headings.
        The
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any the meaning or interpretation thereof.

       

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

       

      6.6.    Notices.
        Any
        notice or other communication required or which may be given hereunder shall
        be
        in writing and either be delivered personally or be mailed, certified or
        registered mail, or by private national courier service, return receipt
        requested, postage prepaid, and shall be deemed given when so delivered
        personally or, if mailed, two days after the date of mailing, as
        follows:

       

      If
        to the
        Company, to:

       

      
        	 	
                Highbury
                  Financial Inc.

              
	 	
                999
                  Eighteenth Street, Suite 3000

              
	 	
                Denver,
                  CO 80202

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      If
        to a
        Stockholder, to his address set forth on Exhibit A.

       

      and
        if to
        the Escrow Agent, to:

       

      
        	 	
                Continental
                  Stock Transfer & Trust Company

              
	 	
                17
                  Battery Place

              
	 	
                New
                  York, NY 10004

              
	 	
                Attn:
                  Chairman

              
	 	 


      

      A
        copy of
        any notice sent hereunder shall be sent to:

       

      
        	 	
                Gusrae,
                  Kaplan & Bruno, PLLC

              
	 	
                120
                  Wall Street

              
	 	
                11th
                  Floor

              
	 	
                New
                  York, NY 10005

              
	 	
                Attn:
                  Scott M. Miller, Esq.

              
	 	 


      

      and:

       

      
        	 	
                ThinkEquity
                  Partners LLC

              
	 	
                31
                  West 52nd Street, 17th Floor

              
	 	
                New
                  York, NY 10019

              
	 	
                Attn:
                  John Boyle

              
	 	 


      

      and:

       

      
        
          	 	
                  EarlyBirdCapital,
                    Inc.

                
	 	
                  275
                    Madison Avenue, Suite 1203

                
	 	
                  New
                    York, NY 10016

                
	 	 


        

        and:

         

        
          	 	
                  Cooley
                    Godward LLP

                
	 	
                  One
                    Maritime Plaza, 20th
                    Floor

                
	 	
                  San
                    Francisco, CA 94111-3580

                
	 	
                  Attn:
                    Gian-Michele a Marca

                
	 	 


        

      

      The
        parties may change the persons and addresses to which the notices or other
        communications are to be sent by giving written notice to any such change
        in the
        manner provided herein for giving notice.

       

      6.7.    Liquidation
        of Company.
        The
        Company shall give the Escrow Agent written notification of the liquidation
        and
        dissolution of the Company in the event that the Company fails to consummate
        a
        Business Combination within the time period(s) specified in the
        Prospectus.

       

      
        
          
          

        

        
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      WITNESS
        the execution of this Agreement as of the date first above written:

       

      
        
          	 	 	 
	 	
                  HIGHBURY
                    FINANCIAL INC.

                
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                  

                  Richard
                    S. Foote,

                  Chief
                    Executive Officer and President

                


        

         

        
          	 	 	 
	 	
                  INITIAL
                    STOCKHOLDERS:

                
	 	
                
	 	
                
	 	
                  
R.
                  BRUCE CAMERON
	 	
                
	 	
                
	 	
                  

                  RICHARD
                    S. FOOTE

                
	 	
                
	 	
                
	 	
                  

                  R.
                    BRADLEY FORTH

                
	 	
                
	 	
                
	 	
                  BROAD
                    HOLLOW LLC

                
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                  

                  Name:
                    
                    Title:

                  

                


        

         

      

      
        	 	 	 
	 	
                THE
                  HILLARY APPEL TRUST

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                Name:
                  
                  Title:

                

              
	 	 


      

      
        	 	 	 
	 	
                THE
                  CATEY LAUREN APPEL TRUST

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                Name:

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A

       

      
        	
                Name
                  and Address of

                Initial
                  Stockholder(1)

              	 	
                Number
                  
of Shares

              	 	
                Stock
                  Certificate 
Number

              	 	
                Date
                  of 

                Insider
                  Letter

              
	 	 	 	 	 	 	 
	
                R.
                  Bruce Cameron

              	 	
                150,000

              	 	
                1

              	 	
                ____________,
                  2005

              
	 	 	 	 	 	 	 
	
                Richard
                  S. Foote

              	 	
                450,000

              	 	
                2

              	 	
                ____________,
                  2005

              
	 	 	 	 	 	 	 
	
                The
                  Hillary Appel Trust

              	 	
                75,000

              	 	
                3

              	 	
                ____________,
                  2005

              
	 	 	 	 	 	 	 
	
                The
                  Catey Lauren Appel Trust

              	 	
                75,000

              	 	
                4

              	 	
                ____________,
                  2005

              
	 	 	 	 	 	 	 
	
                R.
                  Bradley Forth

              	 	
                75,000

              	 	
                5

              	 	
                ____________,
                  2005

              
	 	 	 	 	 	 	 
	
                Broad
                  Hollow LLC

              	 	
                675,000

              	 	
                6

              	 	
                ____________,
                  2005

              
	 	 	 	 	 	 	 


      

      
        	(1)	
                Each
                  stockholder's address is c/o Berkshire Capital Securities LLC,
                  

                535
                  Madison Avenue, New York, New York
                  10022

              


      

       

      
        
          
          

        

        
          7