HIGHBURY FINANCIAL INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2005 • Highbury Financial Inc • Blank checks • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of the 1st day of August, 2005, by and between HIGHBURY FINANCIAL INC., a Delaware corporation (the “Company”), and RICHARD S. FOOTE (“Purchaser”).
Highbury Financial Inc. Denver, Colorado 80202 EarlyBirdCapital, Inc. New York, New York 10016 ThinkEquity Partners LLC New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 23rd, 2005 • Highbury Financial Inc • Blank checks • New York
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 10 hereof.
BERKSHIRE CAPITAL SECURITIES LLC OFFICE SERVICE AGREEMENTOffice Service Agreement • September 23rd, 2005 • Highbury Financial Inc • Blank checks • Colorado
This Agreement is dated August 1, 2005 and is entered into between Berkshire Capital Securities LLC (“Berkshire Capital”) and Highbury Financial Inc. (“Highbury”).
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:Warrant Purchase Agreement • September 23rd, 2005 • Highbury Financial Inc • Blank checks • New York
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.
