UNDERWRITING AGREEMENT between HIGHBURY FINANCIAL INC. and THINKEQUITY PARTNERS LLC Dated: December ____, 2005Underwriting Agreement • December 16th, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 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”).
WARRANT AGREEMENTWarrant Agreement • December 16th, 2005 • Highbury Financial Inc • Blank checks • New York
Agreement made as of September [__], 2005 between Highbury Financial Inc., a Delaware corporation, with offices at 999 Eighteenth Street, Suite 3000, Denver, Colorado 80202 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
ContractHighbury Financial Inc • December 16th, 2005 • 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
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 16th, 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 16th, 2005 • Highbury Financial Inc • Blank checks • New York
ContractPlacement Unit Purchase Agreement • December 16th, 2005 • Highbury Financial Inc • Blank checks • New York
