REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2005 • Highbury Financial Inc • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among Highbury Financial Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ContractPurchase Option Agreement • October 28th, 2005 • Highbury Financial Inc • Blank checks • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY PARTNERS LLC OR EARLYBIRDCAPITAL, INC. (COLLECTIVELY, THE “UNDERWRITERS”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF THE UNDERWRITERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY HIGHBURY FINANCIAL INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATE
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2005 • Highbury Financial Inc • Blank checks • New York
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 • October 28th, 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.
