Unassociated Document


    
      Exhibit
        4.2

      
        
          	 	 
	
                  NO.__________

                	
                  SHARES__________

                
	CUSIP
                  NO.__________	 


        

      

       

      HIGHBURY
        FINANCIAL INC.

       

      INCORPORATED
        UNDER THE LAWS OF THE STATE OF DELAWARE

       

      COMMON
        STOCK

       

      (SEE
        REVERSE FOR CERTAIN DEFINITIONS)

       

       

      
        
          	
                  This
                    certifies that

                	    
	
                  CUSIP

                
	 	 	 
	 	 	 
	is
                  the owner of	    
	 
	 	 	 
	 	 	 


        

      

      FULLY
        PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF

       

      $.0001
        EACH OF THE COMMON STOCK OF

       

      HIGHBURY
        FINANCIAL INC.

       

      transferable
        on the books of the Corporation in person or by duly authorized attorney
        upon
        surrender of this certificate properly endorsed. This certificate is not
        valid
        unless countersigned by the Transfer Agent and registered by the Registrar.
        Witness the seal of the Corporation and the facsimile signatures of its duly
        authorized officers.

      
         

         

        Dated:
          ________________, 2005

         

        
          	By:	   
	
                   

                	By:	   
                  
	 	
                  CHAIRMAN

                	
                   

                	 	
                  SECRETARY

                
	 	 	
                   

                	 	 
	 	
                   

                	
                   

                	 	 
	 	 	 	 	 
	By:	       
	 	 	 
	 	TRANSFER
                  AGENT	 	 	 
	 	 	 	 	 
	 	 	
                  Highbury
                    Financial Inc.

                	 	 
	 	 	
                  CORPORATE
                    SEAL 

                	 	 
	 	 	
                  2005

                	 	 
	 	 	
                  DELAWARE

                	 	 


        

        
 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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)

                


        

      

       

      Highbury
        Financial Inc.

       

      The
        Corporation will furnish without charge to each stockholder who so requests
        the
        powers, designations, preferences and relative, participating, optional or
        other
        special rights of each class of stock or series thereof of the Corporation
        and
        the qualifications, limitations, or restrictions of such preferences and/or
        rights. This certificate and the shares represented thereby are issued and
        shall
        be held subject to all the provisions of the Certificate of Incorporation
        and
        all amendments thereto and resolutions of the Board of Directors providing
        for
        the issue of shares of Preferred Stock (copies of which may be obtained from
        the
        secretary of the Corporation), to all of which the holder of this certificate
        by
        acceptance hereof assents.

       

       

      
        	 	
                 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)

       

      
        
          

        

      

       

      of
        the
        capital stock represented by the within Certificate, and do hereby irrevocably
        constitute and appoint _____________________________ to
        transfer the said stock on the books of the within named Corporation 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).