IPO UNIT AGREEMENT
Exhibit
10.19
|
c/o
Berkshire Capital Securities LLC
000
Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx,
XX 00000
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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.
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[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. | ||
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By: Xxxxxxx X. Xxxxx |
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| President and Chief Executive Officer | ||
| Purchasers | ||
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Xxxxxxx X. Xxxxx |
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R. Xxxxx Xxxxxxx |
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X. Xxxxxxx Forth |
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| The Xxxxxxx Xxxxx Trust | ||
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| By: | ||
|
Name |
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| Title: | ||
| The Xxxxx Xxxxxx Xxxxx Trust | ||
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| By: | ||
|
Name |
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| Title: | ||
| Broad Hollow LLC | ||
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| By: | ||
|
Name |
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| Title: | ||
