0001144204-07-014366 Sample Contracts

AMENDED AND RESTATED WARRANT CLARIFICATION AGREEMENT
Warrant Clarification Agreement • March 23rd, 2007 • Highbury Financial Inc • Investment advice • New York

This Amended and Restated Warrant Clarification Agreement (this “Agreement”), dated December 15, 2006, is to the Warrant Agreement, dated as of January 25, 2006 (the “Warrant Agreement”), by and between Highbury Financial Inc., a Delaware corporation, with offices at 999 Eighteenth Street, Suite 3000, Denver, Colorado 80202 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).

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AMENDMENT TO UNIT PURCHASE OPTION
Unit Purchase Option • March 23rd, 2007 • Highbury Financial Inc • Investment advice

This AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated December 15, 2006, is made by and between HIGHBURY FINANCIAL INC. (the “Company”) and THINKEQUITY PARTNERS LLC (“Holder”), to that certain Unit Purchase Option referred to below.

AMENDMENT TO UNIT PURCHASE OPTION
Unit Purchase Option • March 23rd, 2007 • Highbury Financial Inc • Investment advice

This AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated December 15, 2006, is made by and between HIGHBURY FINANCIAL INC. (the “Company”) and EARLYBIRDCAPITAL, INC. (the “Holder”), to that certain Unit Purchase Option referred to below.

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