Exhibit
      10.19

     

    IPO
      UNIT
      AGREEMENT

     

     

    
      	
              Highbury
                Financial Inc.

              c/o
                Berkshire Capital Securities LLC

              999
                Eighteenth Street, Suite 3000

              Denver,
                CO 10022

            


    

     

     

    Gentlemen:

     

    Each
      of
      the stockholders of Highbury Financial Inc. (the “Company”), in order to
      facilitate an initial public offering of the securities of the Company (the
      “IPO”), hereby individually agrees with respect to himself or itself as
      follows:

     

    
      
        	
              	A.	
                Voting
                  of Shares.
                  As used herein, Business Combination shall mean an acquisition
                  or the
                  acquisition of control of, through a merger, capital stock exchange,
                  asset
                  acquisition, stock purchase or other similar business combination,
                  of one
                  or more businesses in the financial services industry selected
                  by the
                  Company (a “Business Combination”). If the Company solicits approval of
                  its stockholders of a Business Combination, such stockholder will
                  vote the
                  number of shares of the Company’s common stock included in the units
                  purchased by such stockholder in the IPO (the “IPO units”) in favor of the
                  Business Combination and therefore waives any conversion rights
                  with
                  respect to such shares.

              


      

    

     

    
      
        	
              	B.	
                Lock-Up
                  Agreement.
                  Such stockholder will not, without the prior written consent of
                  the
                  Company, ThinkEquity Partners LLC and EarlyBirdCapital, Inc., (i)
                  sell,
                  offer to sell, contract or agree to sell, hypothecate, pledge,
                  grant any
                  option to purchase or otherwise dispose of or agree to dispose
                  of,
                  directly or indirectly, or file (or participate in the filing of)
                  a
                  registration statement with the Securities and Exchange Commission
                  (the
                  “Commission”) in respect of, or establish or increase a put equivalent
                  position or liquidate or decrease a call equivalent position within
                  the
                  meaning of Section 16 of the Securities Exchange Act of 1934, as
                  amended,
                  and the rules and regulations of the Commission promulgated thereunder
                  (the “Exchange Act”) with respect to, any IPO units and the shares and
                  warrants comprising the IPO units, or any securities convertible
                  into or
                  exercisable or exchangeable for shares, or warrants or other rights
                  to
                  purchase shares or any such securities, (ii) enter into any swap
                  or other
                  arrangement that transfers to another, in whole or in part, any
                  of the
                  economic consequences of ownership of IPO units or any securities
                  convertible into or exercisable or exchangeable for shares, or
                  warrants or
                  other rights to purchase shares or any such securities, whether
                  any such
                  transaction is to be settled by delivery of shares or such other
                  securities, whether any such transaction is to be settled by delivery
                  of
                  shares or such other securities, in cash or otherwise, or (iii)
                  publicly
                  announce an intention to effect any transaction specified in clause
                  (i) or
                  (ii) until after the consummation of a Business
                  Combination.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	C.	
                Waiver
                  of Liquidation Distributions.
                  Such stockholder hereby waives all right, title, interest or claim
                  of any
                  kind in or to any liquidating distributions by the Company relating
                  to the
                  shares included in his or its IPO units in the event of a liquidation
                  of
                  the Company upon the Company’s failure to timely complete a Business
                  Combination.

              


      

    

     

    [Remainder
      of Page Intentionally Left Blank]

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the ___
      day
      of December, 2005.

     

    
      	 	Highbury
              Financial Inc.
	  	  	  
	  	  	  
	 	
              
By:
              Richard S. Foote
	 	President
              and Chief
              Executive Officer
	  	  	  
	  	Purchasers
	 	 	  
	 	  	 
	 	
              
Richard
              S. Foote
	 	 	 
	 	 	 
	 	
              
R.
              Bruce Cameron
	 	 	 
	 	 	 
	 	
              
R.
              Bradley Forth
	 	 	 
	 	 	 
	 	The
              Hillary Appel Trust
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name
	 	Title: 


    

    
      
        	 	 	 
	 	 	 
	 	The
                Catey Lauren Appel Trust
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name
	 	Title:


      

      
        	 	 	 
	 	 	 
	 	Broad
                Hollow LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name
	 	Title:


      

    

     

     

    
      [Signature
        Page to IPO Unit Agreement]