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) At
least
six (6) business days prior to the effectiveness of the Registration Statement,
the undersigned shall duly execute and deliver an irrevocable order to place
bids for, and if such bids are accepted, to purchase Warrants in accordance
with
the guidelines specified by Rule 10b5-1 of the Securities and Exchange Act
of
1934, as amended (“Rule 10b5-1”) (the “Order”), 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
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 place bids for any, 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 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.
(4) 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 days commencing on 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, 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 Separation Date. You further agree 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.
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,
________________________________
