Unassociated Document


    

      Exhibit
        10.7

       

      __________,
        2005

       

      Highbury
        Financial Inc.

      999
        Eighteenth Street, Suite 3000

      Denver,
        Colorado 80202

       

      
        ThinkEquity
          Partners LLC

        31
          West
          52nd
          Street,
          17th
          Floor

        New
          York,
          New York 10019

         

        EarlyBirdCapital,
          Inc.

      

      275
        Madison Avenue, Suite 1203

      New
        York,
        New York 10016

       

      Re:  Initial
        Public Offering

       

      Ladies
        and Gentlemen:

       

      This
        letter is being delivered to you in accordance with the Underwriting Agreement
        (the “Underwriting Agreement”) entered into by and between Highbury Financial
        Inc., a Delaware corporation (the “Company”), ThinkEquity Partners LLC and
        EarlyBirdCapital, Inc. (the “Underwriters”), relating 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”). Certain capitalized terms used herein are
        defined in paragraph 12 hereof.

       

      In
        order
        to induce the Company and the Underwriters to enter into the Underwriting
        Agreement and to proceed with the IPO, 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 Company and
        the
        Underwriter as follows:

       

      1.    If
        the
        Company solicits approval of its stockholders of a Business Combination,
        the
        undersigned will vote all shares of Common Stock owned by him or it
        in
        accordance with the majority of the votes cast by the holders of the IPO
        Shares.

       

      2.    In
        the
        event that the Company fails to consummate a Business Combination within
        18
        months from the effective date (“Effective Date”) of the registration statement
        relating to the IPO or 24 months under the circumstances described in the
        prospectus relating to the IPO (the first to occur of such dates, the
“Transaction Failure Date”), the undersigned will take all reasonable actions
        within his power to (i) cause the Trust Fund to be liquidated and
        distributed to the holders of the IPO Shares as soon as practicable but in
        no
        event later than 60 (sixty) calendar days after the Transaction Failure Date
        and
        (ii) cause the Company to dissolve and liquidate as soon as practicable
        (the earliest date on which the conditions in clauses (i) and (ii)
        are both
        satisfied being the “Liquidation Date”). The undersigned hereby waives any and
        all right, title, interest or claim of any kind in or to any distributions
        of
        the Trust Fund as a result of such distribution, or to any other amounts
        distributed in connection with a liquidating distribution of the Company
        with
        respect to his Insider Shares and his Insider IPO Shares (“Claim”) and hereby
        waives any Claim the undersigned may have in the future as a result of, or
        arising out of, any contracts or agreements with the Company and will not
        seek
        recourse against the Trust Fund for any reason whatsoever. The undersigned
        hereby agrees that the Company shall be entitled to reimbursement from the
        undersigned for any distribution of the Trust Fund, or any other amounts
        distributed by the Company in connection with a liquidating distribution,
        received by the undersigned in respect of such person’s Insider Shares.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.    [The
        undersigned agrees to indemnify and hold harmless the Company, jointly and
        severally with R. Bruce Cameron/Richard S. Foote, against any
        and all
        loss, liability, claims, damage and expense whatsoever (including, but not
        limited to, any and all legal or other expenses reasonably incurred in
        investigating preparing or defending against any litigation, whether pending
        or
        threatened, or any claim whatsoever) which the Company may become subject
        as a
        result of (i) any claim by any vendor or other person who is owed
        money by
        the Company for services rendered or products sold, or (ii) any claim
        by
        any acquisition target that the Company did not pay, or reimburse, such target
        for the fees and expenses of third party providers of services (such as
        accountants, consultants and attorneys) to the target that the Company agreed
        in
        writing with the target to be liable for, in accordance with the terms of
        such
        agreement, but in each case only to the extent necessary to ensure that such
        loss, liability, claim, damage or expense does not reduce the amount in the
        Trust Fund (or, in the event that such claim arises after the distribution
        of
        the Trust Fund, to the extent necessary to ensure that the Company’s former
        stockholders other than the undersigned and Mr. Cameron/Foote are
        not
        liable for any amount of such loss, liability, claim, damage or
        expense).]1

       

      4.    In
        order
        to minimize potential conflicts of interest which may arise from multiple
        affiliations, the undersigned agrees to present to the Company for its
        consideration, prior to presentation to any other person or entity, any suitable
        opportunity to acquire all or substantially all of the outstanding equity
        securities of, or otherwise acquire or acquire control of (through merger,
        capital stock exchange, asset acquisition, stock purchase or other business
        combination), an operating business in the financial services industry, until
        the earlier of the consummation by the Company of a Business Combination,
        the
        distribution of the Trust Fund or until such time as the undersigned ceases
        to
        be an officer or director of the Company; provided,
        however,
        that
        the presentation of such opportunities to the Company shall in each case
        be
        subject to any fiduciary or contractual obligation of the undersigned arising
        from a fiduciary or contractual relationship.

       

      5.    The
        undersigned acknowledges and agrees that the Company will not consummate
        any
        Business Combination which involves a company which is affiliated with any
        of
        the Insiders or their respective affiliates unless the Company obtains an
        opinion from an independent investment banking firm that the business
        combination is fair to the Company’s stockholders from a financial
        perspective.

      ______________________

       

      1 This
        section of the agreement will
        appear only in the agreements executed by R. Bruce Cameron and Richard S.
        Foote.


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      6.    Neither
        the undersigned, any member of the family of the undersigned, nor any affiliate
        of the undersigned will be entitled to receive and will not accept any
        compensation, including payments to related parties of the existing stockholders
        for performing due diligence, for services rendered to the Company prior
        to or
        in connection with the consummation of the Business Combination except as
        described in the registration statement with respect to Broad Hollow LLC,
        provided
        that
        commencing on the effective date of the IPO, Berkshire Capital Securities
        LLC
        (“Related Party”) shall be allowed to charge the Company $7,500 per month to
        compensate it for the Company’s use of Related Party’s offices, utilities and
        personnel. The undersigned shall also be entitled to reimbursement from the
        Company for his out-of-pocket expenses incurred in connection with seeking
        and
        consummating a Business Combination.

       

      7.    Neither
        the undersigned, any member of the family of the undersigned, nor any affiliate
        of the undersigned will be entitled to receive, or accept, a finder’s fee or any
        other compensation from the Company in the event the undersigned, any member
        of
        the family of the undersigned or any affiliate of the undersigned originates
        a
        Business Combination except as described in the Company’s registration
        statement. 

       

      8.    The
        undersigned shall not, and shall cause the members of such person's immediate
        family and the affiliates of such person to not, accept a finder's fee
or
        any
        other compensation in the event the undersigned, any member of such person's
        immediate family or any affiliate of such person originates our initial Business
        Combination
        except as described in the registration statement with respect to Broad Hollow
        LLC.

       

      9.    The
        undersigned will escrow his Insider Shares for the three year period commencing
        on the Effective Date subject to the terms of a Stock Escrow Agreement which
        the
        Company will enter into with an escrow agent acceptable to the
        Company.

       

      10.   The
        undersigned agrees to be [President and Chief Executive Officer, Treasurer
        and
        Director/Chairman of the Board of Directors] until the earlier of the
        consummation by the Company of a Business Combination or the Liquidation
        Date.
        The undersigned’s biographical information furnished to the Company and the
        Underwriters and attached hereto as Exhibit A is true and accurate in all
        respects, does not omit any material information with respect to the
        undersigned’s background and contains all of the information required to be
        disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
        Securities Act of 1933. The undersigned’s questionnaires furnished to the
        Company and the Underwriters and attached hereto as Exhibit B are true and
        accurate in all respects. The undersigned represents and warrants
        that:

       

      (a)    the
        undersigned is not subject to or a respondent in any legal action for, any
        injunction, cease-and-desist order or order or stipulation to desist or refrain
        from any act or practice relating to the offering of securities in any
        jurisdiction;

       

      (b)    the
        undersigned has never been convicted of or pleaded guilty to any crime
        (i) involving any fraud or (ii) relating to any financial transaction
        or handling of funds of another person, or (iii) pertaining to any
        dealings
        in any securities and the undersigned is not currently a defendant in any
        such
        criminal proceeding; and

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (c)    the
        undersigned has never been suspended or expelled from membership in any
        securities or commodities exchange or association or had a securities or
        commodities license or registrations denied, suspended or revoked.

       

      11.   The
        undersigned has full right and power, without violating any agreement by
        which
        he is bound (including, without limitation, any non-competition or
        non-solicitation agreement with any employer or former employer), to enter
        into
        this letter agreement serve as [President and Chief Executive Officer, Treasurer
        and as a member of the Board of Directors of the Company/Chairman of the
        Board
        of Directors and hereby consents to being named in the registration statement
        as
        a[n] [officer] [director] of the Company.]

       

      12.   As
        used
        herein, (i) a “Business Combination” shall mean the initial acquisition by
        merger, capital stock exchange, asset acquisition, stock purchase,
        reorganization or otherwise, of or control of an operating business in the
        financial services industry selected by the Company; (ii) “Insiders” shall
        mean all officers, directors and stockholders of the Company immediately
        prior
        to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common
        Stock of the Company owned by an Insider prior to the IPO; (iv) “IPO
        Shares” shall mean the shares of Common Stock issued in the Company’s IPO,
        excluding the 166,667 shares underlying the 166,667 Units that the Insiders
        have
        indicated that they intend to purchase in the IPO; (v) “Insider IPO
        Shares” shall
        mean the 166,667 shares underlying the 166,667 Units that the Insiders have
        indicated that they intend to purchase in the IPO; and (vi) “Trust
        Fund” shall mean the Trust Account established under that certain Investment
        Management Trust Agreement, dated as of the date hereof, between the Company
        and
        Continental Stock Transfer & Trust Company.

       

      The
        undersigned acknowledges and understands that the Underwriters and the Company
        will rely upon the agreements, representations and warranties set forth herein
        in proceeding with the IPO. Nothing contained herein shall be deemed to render
        the Underwriters a representative of, or a fiduciary with respect to, the
        Company, its stockholders, or any creditor or vendor of the Company with
        respect
        to the subject matter hereof.

       

      This
        letter agreement shall be binding on the undersigned and such person’s
        respective successors, heirs, personal representatives and assigns. This
        letter
        agreement shall terminate on the earlier of (i) the Business Combination
        Date and (ii) the Liquidation Date; provided that such termination
        shall
        not relieve the undersigned from liability for any breach of this agreement
        prior to its termination, [and provided further that Section 3 of this agreement
        shall survive a termination pursuant to clause (ii).]

       

      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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      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.

       

       

      ________________________________

      [Name
        of
        current stockholder]

       

      Accepted
        and agreed:

       

      Highbury
        Financial Inc.

       

      By:_______________________________

      Name:

      Title:

       

      ThinkEquity
        Partners LLC

       

      By:_______________________________

      Name:

      Title:

       

      EarlyBirdCapital,
        Inc.

       

      By:_______________________________

      Name:

      Title:

       

      
        
          
          

        

        
          5