Unassociated Document


    
      Exhibit 4.1

       

      
        	
                No.__________

              	
                __________
                  UNITS

              


      

      CUSIP
        No.
        ____

       

      (SEE
        REVERSE FOR CERTAIN DEFINITIONS)

       

      HIGHBURY
        FINANCIAL INC.

       

      UNITS
        CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO


      PURCHASE
        ONE SHARE OF COMMON STOCK

       

      THIS
        CERTIFIES THAT ________________________________ is the owner of
        ____________________ Units.

       

      Each
        Unit
        (“Unit”) consists of one (1) share of common stock, par value $.0001 per share
        (“Common Stock”), of Highbury Financial Inc., a Delaware corporation (the
“Company”), and two warrants (the “Warrants”). Each Warrant entitles the holder
        to purchase one (1) share of Common Stock for $5.00 per share (subject to
        adjustment). Each Warrant will become exercisable on the later of (i) the
        Company’s acquisition
        or the acquisition of
        control of one or more operating businesses, through a
        merger,
        capital stock exchange, asset acquisition, stock purchase
        or other similar business combination and (ii) ___________, 2006,
        and
        will expire unless exercised before 5:00
        p.m.,
        New
        York
        City Time, on
        ___________, 2009,
        or
        earlier upon redemption (the “Expiration
        Date”). The
        Common
        Stock and Warrants comprising the Units represented by this certificate are
        not
        transferable separately prior
        to
        the earlier of (i) the expiration of the underwriters’ over-allotment
        option or 20 days after the exercise in
        full
        by the underwriters of such option.The
        terms of the Warrants are governed by a Warrant Agreement, dated as of
        __________, 2005, between the Company and Continental Stock Transfer & Trust
        Company, as Warrant Agent, and are subject to the terms and provisions contained
        therein, all of which terms and provisions the holder of this certificate
        consents to by acceptance hereof. Copies of the Warrant Agreement are on
        file at
        the office of the Warrant Agent at 17 Battery Place, New York, New York 10004,
        and are available to any Warrant holder on written request and without
        cost.

       

      This
        certificate is not valid unless countersigned by the Transfer Agent and
        Registrar of the Company.

       

      Witness
        the facsimile seal of the Company and the facsimile signature of its duly
        authorized officers.

       

      Dated:
        ________________, 2005

       

      
        	By:	   
	
                Highbury
                  Financial Inc.

              	By:	   
                
	 	
                Secretary

              	
                CORPORATE
                  SEAL

              	 	
                Chairman
                  of the Board

              
	 	 	
                2005

              	 	 
	 	
                 

              	
                DELAWARE

              	 	 
	 	 	 	 	 
	By:	       
	 	 	 
	 	Transfer
                Agent	 	 	 
	 	 	 	 	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Highbury
        Financial Inc.

       

      The
        Company will furnish without charge to each stockholder who so requests,
        a
        statement of the powers, designations, preferences and relative, participating,
        optional or other special rights of each class of stock or series thereof
        of the
        Company and the qualifications, limitations, or restrictions of such preferences
        and/or rights.

       

      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

       

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFT MIN ACT - ______
                  Custodian ______

              
	 	
                                                        
                  (Cust)    
                                
                  (Minor)

              
	 	 
	
                TEN
                  ENT - as tenants by the entireties

              	    

	 	 
	
                JT
                  TEN - as joint tenants with right of survivorship and not as tenants
                  in
                  common under Uniform Gifts to Minors Act

              	    

	
              	
                (State)

              


      

       

       

      
        	 	
                 Additional
                  Abbreviations may also be used
                  though not in the above list.

              	 
	 	 	 
	 	
                 For
                  value received,
                  ________________________________________ hereby sell, assign and
                  transfer
                  unto

              	 
	 	
                  (PLEASE
                  INSERT SOCIAL SECURITY OR
                  OTHER IDENTIFYING NUMBER OF ASSIGNEE)

              	 
	 	 	 


      

       

                                                  
   

                                      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          

        

      

      (PLEASE
        PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
        ASSIGNEE)

       

       

      Units
        represented by the within Certificate, and do hereby irrevocably constitute
        and
        appoint __________________________________________ Attorney to transfer the
        said
        Units on the books of the within named Company will full power of substitution
        in the premises.

       

      
        	
                Dated
                  __________________

              	 	
                By:_____________________________________________________

              
	 	 	
                NOTICE:
                  THE
                  SIGNATURE
                  TO
                  THIS ASSIGNMENT MUST CORRESPOND WITH
                  THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
                  EVERY
                  PARTICULAR, WITHOUT ALTERATION OR
                  ENLARGEMENT OR ANY CHANGE WHATEVER.

              
	 	 	 


      

       

      
         

      

      Signature(s)
        Guaranteed:

       

      
        
          	By:
                  ___________________________________________________________________________________	 
	
                  THE
                    SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
                    INSTITUTION (BANKS, STOCKBROKERS,
                    SAVINGS AND
                    LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
                    IN AN APPROVED SIGNATURE
                    GUARANTEE MEDALLION
                    PROGRAM, PURSUANT TO
                    S.E.C. RULE I7Ad-15).