Exhibit
        10.8

       

      September
        [___],
        2005

       

      Highbury
        Financial Inc.

      999
        Eighteenth Street, Suite 3000

      Denver,
        CO 80202

      


      EarlyBirdCapital,
        Inc.

      275
        Madison Avenue, Suite 1203

      New
        York,
        New York 10016

       

      ThinkEquity
        Partners LLC

      31
        West
        52nd
        Street,
        17th
        Floor

      New
        York,
        New York 10019

       

      Re:  Highbury
        Financial Inc.

       

      Ladies
        and Gentlemen:

       

      This
        letter agreement (this “Warrant Purchase Letter”) is being delivered to you in
        connection with the Registration Statement on Form S-1 (File
        No. 333-127272) (as it may be amended and supplemented from time to
        time,
        the “Registration Statement”) that was initially filed by Highbury Financial
        Inc., a Delaware corporation (the “Company”), with the Securities and Exchange
        Commission (the “SEC”) on August 5, 2005, which relates 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”). Capitalized terms used but not
        otherwise defined herein shall have their respective meanings set forth on
        Schedule 1 hereto.

       

      In
        order
        to induce the Company and the Underwriters to engage in the IPO and to take
        all
        steps necessary to effect the IPO, including the filing of amendments to
        the
        Registration Statement with the SEC, 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 Underwriters
        and the
        Company as follows:

       

      
        (1)  On
          or
          prior to the effectiveness of the Registration Statement, the undersigned
          shall
          duly execute and deliver an irrevocable order (the “Order”) to place bids for,
          and if such bids are accepted, to purchase Warrants in accordance with
          the
          guidelines specified by Rule 10b5-1 (“Rule 10b5-1”) of the Securities and
          Exchange Act of 1934, as amended (the “Exchange Act”), to STC Securities
          Corporation, in the form attached hereto as Schedule 2, with such terms
          and
          conditions as are consistent with the terms and conditions set forth in
          the
          Registration Statement as of the Effective Date and the terms and conditions
          set
          forth herein.

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (2)  The
        undersigned shall, within the sixty (60) trading day period, commencing on
        the
        later of (i) the date separate trading of the Warrants commences (the
“Separation Date”) pursuant to provisions set forth in the Warrant Agreement
        governing the terms and conditions of such Warrants or (ii) sixty (60) calendar
        days after the end of the restricted period under Regulation M under the
        Exchange Act, place bids for, and if such bids are accepted, purchase for
        the
        undersigned’s own account up to $700,000 of Warrants at market prices not to
        exceed $0.70 per Warrant.
         

        
          (3)  The
            undersigned shall instruct STC Securities Corporation to make, keep,
            and produce
            promptly upon request a daily time-sequenced schedule of all Warrant
            purchases
            made pursuant to this agreement, on a transaction-by-transaction basis,
            including (i) size, time of execution, price of purchase; and (ii) the
            exchange,
            quotation system, or other facility through which the Warrant purchase
            occurred.
            Upon request of the Division of Market Regulation (the “Division”) of the SEC,
            STC Securities Corporation and the Company shall transmit
            the
            aforementioned schedule to the Division within thirty (30) days of such
            request.

           

        

      

      (4)  The
        undersigned shall be available to respond to inquiries by the Division regarding
        any Warrant purchase(s).

       

      
        (5)  The
          undersigned shall not offer, pledge, sell, transfer or otherwise dispose
          of,
          either directly or indirectly, any Warrants purchased pursuant to this
          Warrant
          Purchase Letter or the Order until after the Business Combination
          Date.

         

      

      (6)  As
        of the
        date hereof, the undersigned represents and warrants that it is not aware
        of any
        material nonpublic information concerning the Company or any securities of
        the
        Company and is entering into this Warrant Purchase Letter in good faith and
        not
        as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. The
        undersigned agrees that while this agreement is in effect, the undersigned
        shall
        comply with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against
        entering into or altering a corresponding or hedging transaction or position
        with respect to the Company’s securities. The undersigned does not have, and
        shall not attempt to exercise, any influence over how, when or whether to
        effect
        purchases of Warrants pursuant to this Warrant Purchase Letter. 

       

      This
        Warrant Purchase Letter shall be binding on the undersigned and its successors
        and assigns.

       

      This
        Warrant Purchase Letter 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.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      No
        term
        or provision of this Warrant Purchase Letter 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.

       

      Very
        truly yours,

       

      (Name
        of
        Initial Stockholder)

       

      Accepted
        and agreed as of the date hereof:

       

      HIGHBURY
        FINANCIAL INC.

       

      ________________________________

      By:

      Title:

       

      THINKEQUITY
        PARTNERS LLC

       

      ________________________________

      By:

      Title:

       

      EARLYBIRDCAPITAL,
        INC.

       

      ________________________________

      By:

      Title:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1

       

      Supplemental
        Definitions

       

      UNLESS
        THE CONTEXT SHALL OTHERWISE REQUIRE, THE FOLLOWING TERMS SHALL HAVE THE
        FOLLOWING RESPECTIVE MEANINGS FOR ALL PURPOSES, AND THE FOLLOWING DEFINITIONS
        ARE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL FORMS AND THE
        FEMININE, MASCULINE AND NEUTER FORMS OF THE TERMS DEFINED.

       

      “Business
        Combination” shall mean the initial acquisition or acquisition of control by the
        Company, whether by merger, capital stock exchange, asset acquisition, stock
        purchase or other similar business combination, of one or more operating
        business in the financial services industry having a fair market value (as
        calculated in accordance with the Company’s Restated Certificate of
        Incorporation) equal to at least 80% of the Company’s net assets at the time of
        such merger, capital stock exchange, asset acquisition, stock purchase or
        other
        similar business combination.

       

      “Business
        Combination Date” shall mean the date upon which a Business Combination is
        consummated.

       

      “Effective
        Date” shall mean the date upon which the Registration Statement is declared
        effective under the Securities Act of 1933, as amended, by the SEC.

       

      “Underwriters”
        shall mean ThinkEquity Partners LLC and EarlyBirdCapital, Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2

       

      _____________,
        2005

       

      STC
        Securities Corporation

      2419
        E.
        Commercial Blvd #304

      Ft.
        Lauderdale, FL 33308

      


      RE:  Highbury
        Financial Inc.

       

      Ladies
        and Gentlemen:

       

      This
        letter, delivered in accordance with the Warrant Purchase Letter, dated _______,
        between ThinkEquity Partners LLC, EarlyBirdCapital, Inc. and the undersigned
        (the “Warrant Purchase Letter”), confirms the agreement therein of the
        undersigned to purchase (the “Purchase Commitment”) warrants (the “Warrants”) of
        Highbury Financial Inc. (the “Company”) that are included in the units being
        sold in the Company’s initial public offering pursuant to the Company’s
        registration statement on Form S-1 (File No. 333-127272),
        as amended and supplemented from time to time. The Purchase Commitment is
        subject to the terms and conditions set forth herein.

       

      
        The
          undersigned agrees that this letter agreement constitutes an irrevocable
          order
          (the “Order”) for you to bid for, and if bids are accepted, purchase for the
          undersigned’s account within the sixty (60) trading day period, commencing on
          the later of (i) the date separate trading of the Warrants commences (the
          “Separation Date”) pursuant to provisions set forth in the Warrant Agreement
          governing the terms and conditions of such Warrants or (ii) sixty (60)
          calendar
          days after the end of the restricted period under Regulation M under the
          Exchange Act, place bids for, and if such bids are accepted, purchase for
          the
          undersigned’s own account up to $700,000 of Warrants at market prices not to
          exceed $0.70 per Warrant. You (or such other broker-dealer(s) as you may
          assign
          the order to) agree to fill such order in such amounts and at such times
          as you
          may determine, in your sole discretion, during the sixty (60) trading days
          commencing on the later of the Separation Date or the end of the restricted
          period under Regulation M. You further agree that you that you will make
          these
          purchases on a net basis and not charge the undersigned any fees and/or
          commissions with respect to any Warrant purchase in excess of $0.01 per
          Warrant
          purchased.

         

        
          The
            undersigned shall make, keep, and produce promptly upon request a daily
            time-sequenced schedule of all Warrant purchases made pursuant to this
            agreement, on a transaction-by-transaction basis, including (i) size,
            time of
            execution, price of purchase; and (ii) the exchange, quotation system,
            or other
            facility through which the Warrant purchase occurred. Upon request of
            the
            Division of Market Regulation (the “Division”) of the SEC, undersigned and
            Highbury Financial Inc. shall transmit the aforementioned schedule to
            the
            Division within thirty (30) days of such request.

           

        

      

      This
        letter agreement shall be binding on the undersigned and its successors and
        assigns.

       

      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.

       

      Very
        truly yours,

       

      ________________________________