Unassociated Document


    

      Exhibit
        10.5


      HIGHBURY
        FINANCIAL INC.

       

      SUBSCRIPTION
        AGREEMENT

       

      THIS
        SUBSCRIPTION AGREEMENT (the
        “Agreement”) is made as of the 1st
        day of
        August, 2005, by and between HIGHBURY
        FINANCIAL INC.,
        a
        Delaware corporation (the “Company”), and The
        CATEY LAUREN APPEL TRUST (“Purchaser”).

       

      WHEREAS,
        the
        Company desires to issue, and Purchaser desires to acquire, stock of the
        Company
        as herein described, on the terms and conditions hereinafter set
        forth;

       

      NOW,
        THEREFORE, IT IS AGREED between
        the parties as follows:

       

      1.  Purchase
        and Sale of Stock.
        Purchaser hereby agrees to purchase from the Company, and the Company hereby
        agrees to sell to Purchaser, an aggregate of seventy five thousand (75,000)
        shares of the Common Stock of the Company (the “Stock”) at $0.0167 per share,
        for an aggregate purchase price of $1,250.00. The closing hereunder, including
        payment for and delivery of the Stock shall occur at the offices of the Company
        immediately following the execution of this Agreement, or at such other time
        and
        place as the parties may mutually agree.

       

      2.  Limitations
        on Transfer.
        Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose
        of any interest in the Stock except in compliance with applicable securities
        laws.

       

      3.  Restrictive
        Legends.
        All
        certificates representing the Stock shall have endorsed thereon legends in
        substantially the following forms (in addition to any other legend which
        may be
        required by other agreements between the parties hereto):

       

      (a)  “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
        PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
        AS
        TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
        THE
        COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

       

      (b)  Any
        legend required by appropriate blue sky officials.

       

      4.  Investment
        Representations.
        In
        connection with the purchase of the Stock, Purchaser represents to the Company
        the following:

       

      (a)  Purchaser
        is aware of the Company’s business affairs and financial condition and has
        acquired sufficient information about the Company to reach an informed and
        knowledgeable decision to acquire the Stock. Purchaser is purchasing the
        Stock
        for investment for Purchaser’s own account only and not with a view to, or for
        resale in connection with, any “distribution” thereof within the meaning of the
        Securities Act of 1933, as amended (the “Act”).

       

      
        
          
          

        

        
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      (b)  Purchaser
        understands that the Stock has not been registered under the Act by reason
        of a
        specific exemption therefrom, which exemption depends upon, among other things,
        the bona fide nature of Purchaser’s investment intent as expressed
        herein.

       

      (c)  Purchaser
        further acknowledges and understands that the Stock must be held indefinitely
        unless the Stock is subsequently registered under the Act or an exemption
        from
        such registration is available. Purchaser understands that the certificate
        evidencing the Stock will be imprinted with a legend which prohibits the
        transfer of the Stock unless the Stock is registered or such registration
        is not
        required in the opinion of counsel for the Company.

       

      (d)  Purchaser
        is familiar with the provisions of Rules 144, under the Act, as in effect
        from
        time to time, which, in substance, permit limited public resale of “restricted
        securities” acquired, directly or indirectly, from the issuer thereof (or from
        an affiliate of such issuer), in a non-public offering subject to the
        satisfaction of certain conditions. Unless the Company registers the stock
        under
        the Act, the Stock may be resold by Purchaser only in certain limited
        circumstances subject to the provisions of Rule 144, which requires, among
        other
        things: (i) the availability of certain public information about the
        Company and (ii) the resale occurring following the required holding
        period
        under Rule 144 after the Purchaser has purchased, and made full payment of
        (within the meaning of Rule 144), the securities to be sold.

       

      (e)  Purchaser
        further understands that at the time Purchaser wishes to sell the Stock there
        may be no public market upon which to make such a sale, and that, even if
        such a
        public market then exists, the Company may not be satisfying the current
        public
        information requirements of Rule 144, and that, in such event, Purchaser
        would
        be precluded from selling the Stock under Rule 144 even if the minimum holding
        period requirement had been satisfied. Notwithstanding Sections 4(d) and
        (e)
        hereof, Purchaser understands that it is the position of the Securities and
        Exchange Commission (“SEC”) that
        promoters or affiliates of a blank check company and their transferees, both
        before and after a business combination, would act as an “underwriter” under the
        Securities Act of 1933 when reselling the securities of a blank check company.
        Accordingly, the SEC believes that those securities can be resold only through
        a
        registered offering and that Rule 144 would not be available for those resale
        transactions despite technical compliance with the requirements of Rule
        144.

       

      (f)  Purchaser
        represents that Purchaser is an “accredited investor” as that term is defined in
        Rule 501 of Regulation D promulgated by the Securities and Exchange Commission
        under the Act.

       

      5.  No
        Employment Rights.
        This
        Agreement is not an employment contract and nothing in this Agreement shall
        affect in any manner whatsoever the right or power of the Company (or a parent
        or subsidiary of the Company) to terminate Purchaser’s employment for any reason
        at any time, with or without cause and with or without notice.

       

      6.  Miscellaneous.

       

      (a)  Notices.
        All
        notices required or permitted hereunder shall be in writing and shall be
        deemed
        effectively given: (i) upon personal delivery to the party to be notified,
        (ii) when sent by confirmed facsimile if sent during normal business
        hours
        of the recipient, and if not during normal business hours of the recipient,
        then
        on the next business day, (iii) five (5) calendar days after
        having
        been sent by registered or certified mail, return receipt requested, postage
        prepaid, or (iv) one (1) business day after deposit with a nationally
        recognized overnight courier, specifying next day delivery, with written
        verification of receipt. All communications shall be sent to the other party
        hereto at such party’s address hereinafter set forth on the signature page
        hereof, or at such other address as such party may designate by ten (10)
        days
        advance written notice to the other party hereto.

       

      
        
          
          

        

        
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      (b)  Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of the successors and assigns of the
        Company and, subject to the restrictions on transfer herein set forth, be
        binding upon Purchaser, Purchaser’s successors, and assigns.

       

      (c)  Attorneys’
        Fees; Specific Performance.
        Purchaser shall reimburse the Company for all costs incurred by the Company
        in
        enforcing the performance of, or protecting its rights under, any part of
        this
        Agreement, including reasonable costs of investigation and attorneys’
        fees.

       

      (d)  Governing
        Law; Venue.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without regard to conflicts of law thereof. The parties
        agree
        that any action brought by either party to interpret or enforce any provision
        of
        this Agreement shall be brought in, and each party agrees to, and does hereby,
        submit to the jurisdiction and venue of, the appropriate state or federal
        court
        for the district encompassing the Company’s principal place of
        business.

       

      (e)  Further
        Execution.
        The
        parties agree to take all such further action(s) as may reasonably be necessary
        to carry out and consummate this Agreement as soon as practicable, and to
        take
        whatever steps may be necessary to obtain any governmental approval in
        connection with or otherwise qualify the issuance of the securities that
        are the
        subject of this Agreement.

       

      (f)  Independent
        Counsel.
        Purchaser acknowledges that this Agreement has been prepared on behalf of
        the
        Company by Bingham McCutchen LLP, counsel to the Company and that Bingham
        McCutchen LLP does not represent, and is not acting on behalf of, Purchaser.
        Purchaser has been provided with an opportunity to consult with Purchaser’s own
        counsel with respect to this Agreement.

       

      (g)  Entire
        Agreement; Amendment.
        This
        Agreement constitutes the entire agreement between the parties with respect
        to
        the subject matter hereof and supersedes and merges all prior agreements
        or
        understandings, whether written or oral. This Agreement may not be amended,
        modified or revoked, in whole or in part, except by an agreement in writing
        signed by each of the parties hereto.

       

      
        
          
          

        

        
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      (h)  Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, the parties agree to renegotiate such provision in good faith.
        In the event that the parties cannot reach a mutually agreeable and enforceable
        replacement for such provision, then (i) such provision shall be excluded
        from this Agreement, (ii) the balance of the Agreement shall be interpreted
        as if such provision were so excluded and (iii) the balance of the
        Agreement shall be enforceable in accordance with its terms.

       

      (i)  Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original and all of which together shall constitute one
        instrument.

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first above written.

       

    

    
      
        	 	 	 
	 	HIGHBURY
                FINANCIAL INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Richard
                S. Foote
	 	 
	 	Title:
                President
                and Chief Executive Officer
	 	 
	 	
                Address:
                  535
                  Madison Avenue

                                
                  New York, NY 10022

              


      

      
        


        
          	 	 	 
	 	Purchaser:
                  The Catey Lauren Appel Trust
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                  

                  Name:
                    

                  Title:
                    

                
	 	 	 
	 	 	Address:


        

      

       

      
        
          
          

        

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