September [___], 2005 Highbury Financial Inc. Denver, CO 80202 EarlyBirdCapital, Inc. New York, New York 10016 ThinkEquity Partners LLC New York, New York 10019 Re: Highbury Financial Inc. Ladies and Gentlemen:
Exhibit
10.8
September
[___],
2005
000
Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx,
XX 00000
EarlyBirdCapital,
Inc.
000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
Xxx Xxxx 00000
ThinkEquity
Partners LLC
00
Xxxx
00xx
Xxxxxx,
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
This
letter agreement (this “Warrant Purchase Letter”) is being delivered to you in
connection with the Registration Statement on Form S-1 (File
No. 333-127272) (as it may be amended and supplemented from time to
time,
the “Registration Statement”) that was initially filed by Highbury Financial
Inc., a Delaware corporation (the “Company”), with the Securities and Exchange
Commission (the “SEC”) on August 5, 2005, which relates 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”). Capitalized terms used but not
otherwise defined herein shall have their respective meanings set forth on
Schedule 1 hereto.
In
order
to induce the Company and the Underwriters to engage in the IPO and to take
all
steps necessary to effect the IPO, including the filing of amendments to
the
Registration Statement with the SEC, 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 Underwriters
and the
Company as follows:
(1) On
or
prior to the effectiveness of the Registration Statement, the undersigned
shall
duly execute and deliver an irrevocable order (the “Order”) to place bids for,
and if such bids are accepted, to purchase Warrants in accordance with
the
guidelines specified by Rule 10b5-1 (“Rule 10b5-1”) of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), to STC Securities
Corporation, in the form attached hereto as Schedule 2, with such terms
and
conditions as are consistent with the terms and conditions set forth in
the
Registration Statement as of the Effective Date and the terms and conditions
set
forth herein.
(2) The
undersigned shall, within the sixty (60) trading day period, commencing on
the
later of (i) the date separate trading of the Warrants commences (the
“Separation Date”) pursuant to provisions set forth in the Warrant Agreement
governing the terms and conditions of such Warrants or (ii) sixty (60) calendar
days after the end of the restricted period under Regulation M under the
Exchange Act, place bids for, and if such bids are accepted, purchase for
the
undersigned’s own account up to $700,000 of Warrants at market prices not to
exceed $0.70 per Warrant.
(3) The
undersigned shall instruct STC Securities Corporation to make, keep,
and produce
promptly upon request a daily time-sequenced schedule of all Warrant
purchases
made pursuant to this agreement, on a transaction-by-transaction basis,
including (i) size, time of execution, price of purchase; and (ii) the
exchange,
quotation system, or other facility through which the Warrant purchase
occurred.
Upon request of the Division of Market Regulation (the “Division”) of the SEC,
STC Securities Corporation and the Company shall transmit
the
aforementioned schedule to the Division within thirty (30) days of such
request.
(4) The
undersigned shall be available to respond to inquiries by the Division regarding
any Warrant purchase(s).
(5) The
undersigned shall not offer, pledge, sell, transfer or otherwise dispose
of,
either directly or indirectly, any Warrants purchased pursuant to this
Warrant
Purchase Letter or the Order until after the Business Combination
Date.
(6) As
of the
date hereof, the undersigned represents and warrants that it is not aware
of any
material nonpublic information concerning the Company or any securities of
the
Company and is entering into this Warrant Purchase Letter in good faith and
not
as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. The
undersigned agrees that while this agreement is in effect, the undersigned
shall
comply with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against
entering into or altering a corresponding or hedging transaction or position
with respect to the Company’s securities. The undersigned does not have, and
shall not attempt to exercise, any influence over how, when or whether to
effect
purchases of Warrants pursuant to this Warrant Purchase Letter.
This
Warrant Purchase Letter shall be binding on the undersigned and its successors
and assigns.
This
Warrant Purchase Letter 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.
2
No
term
or provision of this Warrant Purchase Letter 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.
Very
truly yours,
(Name
of
Initial Stockholder)
Accepted
and agreed as of the date hereof:
________________________________
By:
Title:
THINKEQUITY
PARTNERS LLC
________________________________
By:
Title:
EARLYBIRDCAPITAL,
INC.
________________________________
By:
Title:
3
SCHEDULE
1
Supplemental
Definitions
UNLESS
THE CONTEXT SHALL OTHERWISE REQUIRE, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING RESPECTIVE MEANINGS FOR ALL PURPOSES, AND THE FOLLOWING DEFINITIONS
ARE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL FORMS AND THE
FEMININE, MASCULINE AND NEUTER FORMS OF THE TERMS DEFINED.
“Business
Combination” shall mean the initial acquisition or acquisition of control by the
Company, whether by merger, capital stock exchange, asset acquisition, stock
purchase or other similar business combination, of one or more operating
business in the financial services industry having a fair market value (as
calculated in accordance with the Company’s Restated Certificate of
Incorporation) equal to at least 80% of the Company’s net assets at the time of
such merger, capital stock exchange, asset acquisition, stock purchase or
other
similar business combination.
“Business
Combination Date” shall mean the date upon which a Business Combination is
consummated.
“Effective
Date” shall mean the date upon which the Registration Statement is declared
effective under the Securities Act of 1933, as amended, by the SEC.
“Underwriters”
shall mean ThinkEquity Partners LLC and EarlyBirdCapital, Inc.
SCHEDULE
2
_____________,
2005
STC
Securities Corporation
0000
X.
Xxxxxxxxxx Xxxx #000
Xx.
Xxxxxxxxxx, XX 00000
Ladies
and Gentlemen:
This
letter, delivered in accordance with the Warrant Purchase Letter, dated _______,
between ThinkEquity Partners LLC, EarlyBirdCapital, Inc. and the undersigned
(the “Warrant Purchase Letter”), confirms the agreement therein of the
undersigned to purchase (the “Purchase Commitment”) warrants (the “Warrants”) of
Highbury Financial Inc. (the “Company”) that are included in the units being
sold in the Company’s initial public offering pursuant to the Company’s
registration statement on Form S-1 (File No. 333-127272),
as amended and supplemented from time to time. The Purchase Commitment is
subject to the terms and conditions set forth herein.
The
undersigned agrees that this letter agreement constitutes an irrevocable
order
(the “Order”) for you to bid for, and if bids are accepted, purchase for the
undersigned’s account within the sixty (60) trading day period, commencing on
the later of (i) the date separate trading of the Warrants commences (the
“Separation Date”) pursuant to provisions set forth in the Warrant Agreement
governing the terms and conditions of such Warrants or (ii) sixty (60)
calendar
days after the end of the restricted period under Regulation M under the
Exchange Act, place bids for, and if such bids are accepted, purchase for
the
undersigned’s own account up to $700,000 of Warrants at market prices not to
exceed $0.70 per Warrant. You (or such other broker-dealer(s) as you may
assign
the order to) agree to fill such order in such amounts and at such times
as you
may determine, in your sole discretion, during the sixty (60) trading days
commencing on the later of the Separation Date or the end of the restricted
period under Regulation M. You further agree that you that you will make
these
purchases on a net basis and not charge the undersigned any fees and/or
commissions with respect to any Warrant purchase in excess of $0.01 per
Warrant
purchased.
The
undersigned shall make, keep, and produce promptly upon request a daily
time-sequenced schedule of all Warrant purchases made pursuant to this
agreement, on a transaction-by-transaction basis, including (i) size,
time of
execution, price of purchase; and (ii) the exchange, quotation system,
or other
facility through which the Warrant purchase occurred. Upon request of
the
Division of Market Regulation (the “Division”) of the SEC, undersigned and
Highbury Financial Inc. shall transmit the aforementioned schedule to
the
Division within thirty (30) days of such request.
This
letter agreement shall be binding on the undersigned and its successors and
assigns.
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.
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.
Very
truly yours,
________________________________
