REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 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”).
UNDERWRITING AGREEMENT between HIGHBURY FINANCIAL INC. and THINKEQUITY PARTNERS LLC Dated: _____________, 2005Underwriting Agreement • December 9th, 2005 • Highbury Financial Inc • Blank checks • New York
The undersigned, Highbury Financial Inc., a Delaware corporation (“Company”), hereby confirms its agreement with ThinkEquity Partners LLC (being referred to herein variously as “you,”“TEP” or the “Representative”) and with the other underwriters named on Schedule I hereto for which TEP is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractPurchase Option Agreement • December 9th, 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
Highbury Financial Inc. Denver, Colorado 80202 ThinkEquity Partners LLC New York, New York 10019 EarlyBirdCapital, Inc. New York, New York 10016 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 9th, 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 12 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 9th, 2005 • Highbury Financial Inc • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September [__], 2005 (“Agreement”), by and among Highbury Financial Inc., a Delaware corporation, with offices at 999 Eighteenth Street, Suite 3000, Denver, Colorado 80202 (“Company”), R. Bruce Cameron, Richard S. Foote, R. Bradley Forth, Broad Hollow LLC, the Hillary Appel Trust and the Catey Lauren Appel Trust (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2005 • Highbury Financial Inc • Blank checks • New York
IPO UNIT AGREEMENTIpo Unit Agreement • December 9th, 2005 • Highbury Financial Inc • Blank checks
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:
