Unassociated Document


    Exhibit 4.3

     

    

      [FORM
        OF WARRANT CERTIFICATE]

       

      THIS
        WARRANT CERTIFICATE (I) CANNOT BE TRANSFERRED OR EXCHANGED UNTIL 20
        DAYS
        AFTER THE EARLIER TO OCCUR OF THE EXPIRATION OF THE UNDERWRITER’S OPTION TO
        PURCHASE UP TO 900,000 ADDITIONAL UNITS TO COVER OVER-ALLOTMENTS OR THE EXERCISE
        IN FULL OR IN PART BY THE UNDERWRITER OF SUCH OPTION UNLESS INCLUDED WITH
        A
        SHARE OF COMMON STOCK OF HIGHBURY FINANCIAL INC. (THE “DETACHMENT
        DATE”)
        AS
        PART OF A UNIT AND (II) CANNOT BE EXERCISED IN WHOLE OR IN PART UNTIL
        THE
        LATER OF THE COMPANY’S COMPLETION OF A BUSINESS COMBINATION OR __________,
        2006.

       

      EXERCISABLE
        ONLY IF COUNTERSIGNED BY THE WARRANT

      AGENT
        AS
        PROVIDED HEREIN.

       

      Warrant
        Certificate evidencing

      Warrants to Purchase
        Common
        Stock,
        par
        value
$.0001,
        as described herein.

      Highbury
        Financial Inc.

       

      
        	
                No. ___________

              	
                CUSIP
                  No. _____________

              
	 	 


      

      VOID
        AFTER 5:00 P.M., NEW YORK CITY TIME, 

      ON
        _______ __, 2009, OR UPON EARLIER REDEMPTION

      


      This
        certifies that ________________________, or its registered assigns, is the
        registered holder of _____________________ warrants to purchase certain
        securities (each a “Warrant”).
        Each
        Warrant entitles the holder thereof, subject to the provisions contained
        herein
        and in the Warrant Agreement (as defined below), to purchase from Highbury
        Financial Inc., a Delaware corporation (the “Company”),
        one
        share of the Company’s Common Stock (each a “Share”),
        at
        the Exercise Price set forth below. The exercise price of each Warrant (the
        “Exercise
        Price”)
        shall
        be $5.00 initially, subject to adjustments as set forth in the Warrant Agreement
        (as defined below).

       

      Subject
        to the terms of the Warrant Agreement, each Warrant evidenced hereby may
        be
        exercised in whole, but not in part, at any time, as specified herein, on
        any
        Business Day (as defined below) occurring during the period (the “Exercise
        Period”)
        commencing on the later of the Company’s completion of a Business Combination
        (as defined below) or __________, 2006 and ending at 5:00 P.M., New
        York
        City time, on _________, 2009 (the “Expiration
        Date”).
        Each
        Warrant remaining unexercised after 5:00 P.M., New York City time
        on the
        Expiration Date shall become void, and all rights of the holder of this Warrant
        Certificate evidencing such Warrant shall cease.

       

      The
        holder of the Warrants represented by this Warrant Certificate may exercise
        any
        Warrant evidenced hereby by delivering, not later than 5:00 P.M.,
        New York
        City time, on any Business Day during the Exercise Period (the “Exercise
        Date”)
        to
        Continental Stock Transfer & Trust Company (the “Warrant
        Agent”,
        which
        term includes any successor warrant agent under the Warrant Agreement described
        below) at its corporate trust department at 17 Battery Place, New York, NY
        10004, (i) this Warrant Certificate and the Warrants to be exercised (the
        “Book-Entry
        Warrants”)
        free
        on the records of The Depository Trust Company (the “Depository”)
        to an
        account of the Warrant Agent at the Depository designated for such purpose
        in
        writing by the Warrant Agent to the Depository, (ii) an election to purchase
        (“Election
        to Purchase”),
        properly executed (A) by the holder hereof on the reverse of this Warrant
        Certificate or (B) properly executed by the institution in whose account
        the
        Warrant is recorded on the records of the Depository (the “Participant”)
        

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      substantially
        in the form included on the reverse of hereof, as applicable and (iii) the
        Exercise Price for each Warrant to be exercised in lawful money of the United
        States of America by certified or official bank check or by bank wire transfer
        in immediately available funds. If any of (a) this Warrant Certificate or
        the
        Book-Entry Warrants, (b) the Election to Purchase, or (c) the Exercise Price
        therefor, is received by the Warrant Agent after 5:00 P.M., New York
        City
        time, the Warrants will be deemed to be received and exercised on the Business
        Day next succeeding the date such items are received and such date shall
        be the
        Exercise Date for purposes hereof. If the date such items are received is
        not a
        Business Day, the Warrants will be deemed to be received and exercised on
        the
        next succeeding day which is a Business Day and such date shall be the Exercise
        Date. If the Warrants to be exercised are received or deemed to be received
        after the Expiration Date, the exercise thereof will be null and void and
        any
        funds delivered to the Warrant Agent will be returned to the holder as soon
        as
        practicable. In no event will interest accrue on funds deposited with the
        Warrant Agent in respect of an exercise or attempted exercise of Warrants.
        The
        validity of any exercise of Warrants will be determined by the Warrant Agent
        in
        its sole discretion and such determination will be final and binding upon
        the
        holder of the Warrants and the Company. Neither the Warrant Agent nor the
        Company shall have any obligation to inform a holder of Warrants of the
        invalidity of any exercise of Warrants. 

       

      As
        used
        herein, the term “Business
        Day”
        means
        any day that is not a Saturday or Sunday and is not a United States federal
        holiday or a day on which banking institutions generally are authorized or
        obligated by law or regulation to close in New York City.

       

      As
        used
        herein, the term “Business
        Combination”
        shall
        mean an acquisition or the acquisition of control of one or more operating
        businesses (collectively,
        the “Target
        Business”),
        through
        a merger, capital stock exchange, asset acquisition, stock purchase or other
        similar business combination.
        having
        collectively, a fair market value (as calculated in accordance with the
        Company’s Amended and Restated Certificate of Incorporation) at least equal to
        80% of the Company’s net assets at the time of such merger,
        capital stock exchange, asset or stock acquisition or other similar business
        combination;
        provided,
        that
        any acquisition of multiple operating businesses shall occur contemporaneously
        with one another.

       

      Warrants
        may be exercised only in whole numbers of Warrants. No fractional shares
        of
        Common Stock are to be issued upon the exercise of any Warrant, but rather
        the
        number of shares of Common Stock to be issued shall be rounded up to the
        nearest
        whole number. If fewer than all of the Warrants evidenced by this Warrant
        Certificate are exercised, a new Warrant Certificate for the number of Warrants
        remaining unexercised shall be executed by the Company and countersigned
        by the
        Warrant Agent as provided in Section 2 of the Warrant Agreement, and delivered
        to the holder of this Warrant Certificate at the address specified on the
        books
        of the Warrant Agent or as otherwise specified by such Registered
        Holder.

       

      This
        Warrant Certificate is issued under and in accordance with the Warrant
        Agreement, dated as of _____________, 2005 (the “Warrant
        Agreement”),
        between the Company and the Warrant Agent and is subject to the terms and
        provisions contained in the Warrant Agreement, to all of which terms and
        provisions the holder of this Warrant Certificate and the beneficial owners
        of
        the Warrants represented by this Warrant Certificate consent by acceptance
        hereof. Copies of the Warrant Agreement are on file and can be inspected
        at the
        above-mentioned office of the Warrant Agent and at the office of the Company
        at
        999 Eighteenth Street, Suite 3000, Denver, CO 80202.

       

      At
        any
        time during the Exercise Period, the Company may, at its option, redeem all
        (but
        not part) of the then outstanding Warrants upon giving notice in accordance
        with
        the terms of the Warrant Agreement (the “Redemption
        Notice”),
        at
        the price of $0.01 per Warrant (the “Redemption
        Price”);
        provided,
        that
        the last sales price of the Shares has been at least $8.50 per Share, on
        any
        twenty (20) trading days within a thirty (30) trading day period ending on
        the
        third Business Day prior to the date on which the Redemption Notice is given.
        In
        the event the Company shall elect to redeem all of the then outstanding
        Warrants, the Company shall fix a date for such redemption (the “Redemption
        Date”);
        provided,
        that
        such date shall occur prior to the expiration of the Exercise Period. The
        Warrants may be exercised in accordance with the terms of this Agreement
        at any
        time after a Redemption Notice shall have been given by the Company;
provided,
        however,
        that no
        Warrants may be exercised subsequent to the expiration of the Exercise Period;
        provided,
        further,
        that
        all rights whatsoever with respect to the Warrants shall cease on the Redemption
        Date, other than to the right to receive the Redemption Price.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        accrual of dividends, if any, on the Shares issued upon the valid exercise
        of
        any Warrant will be governed by the terms generally applicable to such Shares.
        From and after the issuance of such Shares, the former holder of the Warrants
        exercised will be entitled to the benefits generally available to other holders
        of Shares and such former holder’s right to receive payments of dividends and
        any other amounts payable in respect of the Shares shall be governed by,
        and
        shall be subject to, the terms and provisions generally applicable to such
        Shares.

       

      The
        Exercise Price and the number of Shares purchasable upon the exercise of
        each
        Warrant shall be subject to adjustment as provided pursuant to Section 4
        of the
        Warrant Agreement.

       

      Prior
        to
        the Detachment Date, the Warrants represented by this Warrant Certificate
        may be
        exchanged or transferred only together with the Shares to which such Warrant
        is
        attached (together, a “Unit”),
        and
        only for the purpose of effecting, or in conjunction with, an exchange or
        transfer of such Unit. Additionally, prior to the Detachment Date, each transfer
        of such Unit on the register of the Units shall operate also to transfer
        the
        Warrants included in such Units. From and after the Detachment Date, the
        above
        provisions shall be of no further force and effect. Upon due presentment
        for
        registration of transfer or exchange of this Warrant Certificate at the stock
        transfer division of the Warrant Agent, the Company shall execute, and the
        Warrant Agent shall countersign and deliver, as provided in Section 5 of
        the
        Warrant Agreement, in the name of the designated transferee one or more new
        Warrant Certificates of any authorized denomination evidencing in the aggregate
        a like number of unexercised Warrants, subject to the limitations provided
        in
        the Warrant Agreement.

       

      Neither
        this Warrant Certificate nor the Warrants evidenced hereby shall entitle
        the
        holder hereof or thereof to any of the rights of a holder of the Shares,
        including, without limitation, the right to receive dividends, if any, or
        payments upon the liquidation, dissolution or winding up of the Company or
        to
        exercise voting rights, if any.

       

      The
        Warrant Agreement and this Warrant Certificate may be amended as provided
        in the
        Warrant Agreement including, under certain circumstances described therein,
        without the consent of the holder of this Warrant Certificate or the Warrants
        evidenced thereby.

       

      THIS
        WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT 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.

       

      This
        Warrant Certificate shall not be entitled to any benefit under the Warrant
        Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
        hereby may be exercised, unless this Warrant Certificate has been countersigned
        by the manual signature of the Warrant Agent.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        Company has caused this instrument to be duly executed.

       

      Dated
        as
        of ________ __, 2005

       

      


      Highbury
        Financial Inc.

       

      By:

      
        
          

        

      

      Authorized
        Officer

      


      


      


      


      Continental
        Stock Transfer

      &
        Trust Company,

      as
        Warrant Agent

       

      By:

      
        
          

        

      

      Authorized
        Officer

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [REVERSE]

       

      Instructions
        for Exercise of Warrant

       

      To
        exercise the Warrants evidenced hereby, the holder or Participant must, by
        5:00 P.M., New York City time, on the specified Exercise Date, deliver
        to
        the Warrant Agent at its stock transfer division, a certified or official
        bank
        check or a wire transfer in immediately available funds, in each case payable
        to
        the Warrant Agent at Account No. ____, in an amount equal to the Exercise
        Price in full for the Warrants exercised. In addition, the Warrant holder
        or
        Participant must provide the information required below and deliver this
        Warrant
        Certificate to the Warrant Agent at the address set forth below and the
        Book-Entry Warrants to the Warrant Agent in its account with the Depository
        designated for such purpose. The Warrant Certificate and this Election to
        Purchase must be received by the Warrant Agent by 5:00 P.M., New York
        time,
        on the specified Exercise Date.

       

      ELECTION
        TO PURCHASE

      TO
        BE
        EXECUTED IF WARRANT HOLDER DESIRES

      TO
        EXERCISE THE WARRANTS EVIDENCED HEREBY

      


      The
        undersigned hereby irrevocably elects to exercise, on __________, ____ (the
        “Exercise
        Date”),
        _____________ Warrants, evidenced by this Warrant Certificate, to purchase,
        _________________ of the shares of Common Stock (each a “Share”)
        of
        Highbury Financial Inc., a Delaware corporation (the “Company”),
        and
        represents that, on or before the Exercise Date, such holder has tendered
        payment for such Shares by certified or official bank check or bank wire
        transfer in immediately available funds to the order of the Company c/o
        Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New
        York 10004, in the amount of $_____________ in accordance with the terms
        hereof.
        The undersigned requests that said number of Shares be in fully registered
        form,
        registered in such names and delivered, all as specified in accordance with
        the
        instructions set forth below.

       

      If
        said
        number of Shares is less than all of the Shares purchasable hereunder, the
        undersigned requests that a new Warrant Certificate evidencing the remaining
        balance of the Warrants evidenced hereby be issued and delivered to the holder
        of the Warrant Certificate unless otherwise specified in the instructions
        below.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Dated:
                  ______________ __, ____

              	 
	 	 
	
                Name__________________________

              	 
	
                
                  (Please
                    Print)

                

              	
              
	 	 
	
                /
                    /   /   / - /   /  
                  /- /  
                  /   /   /    /

              	 
	
                (Insert
                  Social Security or
                  Other Identifying Number
                  of Holder)

              	 
	
              	 
	
              	
                Address________________________________________________

              
	 	
                ________________________________________________

              
	
                Signature_____________________

              	 
	 	 


      

      This
        Warrant may only be exercised by presentation to the Warrant Agent at one
        of the
        following locations:

       

      By
        hand
        at:

      


      


      By
        mail
        at:

      


      


      The
        method of delivery of this Warrant Certificate is at the option and risk
        of the
        exercising holder and the delivery of this Warrant Certificate will be deemed
        to
        be made only when actually received by the Warrant Agent. If delivery is
        by
        mail, registered mail with return receipt requested, properly insured, is
        recommended. In all cases, sufficient time should be allowed to assure timely
        delivery.

       

      (Instructions
        as to form and delivery of Shares and/or Warrant Certificates)

       

      
        
          	
                  Name
                    in which Shares

                	 
	
                  are
                    to be registered if other than

                	 
	
                  in
                    the name of the registered holder

                	 
	
                  of
                    this Warrant Certificate:

                	
                  ________________________________________________

                
	 	 
	
                  Address
                    to which Shares

                	 
	
                  are
                    to be mailed if other than to the 

                	 
	
                  address
                    of the registered holder of 

                	 
	
                  this
                    Warrant Certificate as shown on 

                	 
	
                  the
                    books of the Warrant Agent:

                	
                  ________________________________________________

                
	
                   

                	(Street
                  Address)
	 	 
	 	
                  ________________________________________________

                
	
                	
                  (City
                    and State) (Zip Code) 

                
	 	 
	
                  Name
                    in which Warrant Certificate

                	 
	
                  evidencing
                    unexercised Warrants, if any,

                	 
	
                  are
                    to be registered if other than in the

                	 
	
                  name
                    of the registered holder of this

                	 
	
                  Warrant
                    Certificate:

                	
                  ________________________________________________

                
	 	 
	
                  Address
                    to which certificate representing

                	 
	
                  unexercised
                    Warrants, if any, are to be

                	 
	
                  mailed
                    if other than to the address of 

                	 
	
                  the
                    registered holder of this Warrant 

                	 
	
                  Certificate
                    as shown on the books of 

                	 
	
                  the
                    Warrant Agent:

                	
                  ________________________________________________

                
	 	
                  (Street
                    Address)

                   

                
	 	
                  ________________________________________________

                
	
                   

                	
                  (City
                    and State) (Zip Code)

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	 	 
	 	
                  Dated:

                
	 	
                  
                    ________________________________________________

                  

                
	 	
                  Signature

                
	 	 


        

         

        
          	 	
                  Signature
                    must conform in all respects to the name of the holder as specified
                    on the
                    face of this Warrant Certificate. If Shares, or a Warrant Certificate
                    evidencing unexercised Warrants, are to be issued in a name other
                    than
                    that of the registered holder hereof or are to be delivered to
                    an address
                    other than the address of such holder as shown on the books of
                    the Warrant
                    Agent, the above signature must be guaranteed by a an Eligible
                    Guarantor
                    Institution (as that term is defined in Rule 17Ad-15 of the Securities
                    Exchange Act of 1934, as amended).

                   

                


        

      

       

      
        	SIGNATURE
                GUARANTEE
                 

                
                  Name
                    of Firm_______________________________________________

                  Address__________________________________________________

                  Area
                    Code and
                    Number_______________________________________

                  Authorized
                    Signature_________________________________________

                  Name_____________________________________________________

                  Title______________________________________________________

                  Dated:
                    __________________________, 20___

                

              	
                 

                 

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      (FORM
        OF
        ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

      DESIRES
        TO TRANSFER WARRANTS EVIDENCED HEREBY)

       

      
        	 FOR
                VALUE RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S)
                UNTO
                _________________________________________________________
	 	 	 
	
                _________________________________________________________________

              	 	
                _________________________________________________________________

              
	
                (Please
                  print name and address

              	 	
                (Please
                  insert social security or

              
	
                including
                  zip code of assignee)

              	 	
                other
                  identifying number of assignee)

              


      

       

      the
        rights represented by the within Warrant Certificate and does hereby irrevocably
        constitute and appoint ____________ Attorney to transfer said Warrant
        Certificate on the books of the Warrant Agent with full power of substitution
        in
        the premises.

       

      Dated:

      _________________________________________________

      Signature

      (Signature
        must conform in all respects to the name of the

      holder
        as specified on the face of this Warrant Certificate

      and
        must bear a signature guarantee by an Eligible 

      Guarantor
        Institution (as that term is defined in Rule 

      17Ad-15
        of the Securities Exchange Act of 1934, as amended).

       

      SIGNATURE
        GUARANTEE

       

      Name
        of
        Firm________________________________________________

      Address___________________________________________________

      Area
        Code
and
        Number________________________________________

      Authorized
        Signature_________________________________________

      Name_____________________________________________________

      Title______________________________________________________

      Dated:
        __________________________, 20___