REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of

the __ day of _________, 2007, by and among Inter-Atlantic Financial, Inc. (the

"COMPANY") and the undersigned parties listed under Investor on the signature

page hereto (each, an "INVESTOR" and collectively, the "INVESTORS").



     WHEREAS, the Investors currently hold all of the issued and outstanding

securities of the Company;



     WHEREAS, the Investors and the Company desire to enter into this Agreement

to provide the Investors with certain rights relating to the registration of the

shares of the Company's common stock held by them;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set

forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



1. DEFINITIONS. The following capitalized terms used herein have the following

meanings:



     "AGREEMENT" means this Agreement, as amended, restated, supplemented, or

otherwise modified from time to time.



     "COMMISSION" means the Securities and Exchange Commission, or any other

federal agency then administering the Securities Act or the Exchange Act.



     "COMPANY" is defined in the preamble to this Agreement.



     "DEMAND REGISTRATION" is defined in Section 2.1.1.



     "DEMANDING HOLDER" is defined in Section 2.1.1.



     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and

the rules and regulations of the Commission promulgated thereunder, all as the

same shall be in effect at the time.



     "FORM S-3" is defined in Section 2.3.



     "INDEMNIFIED PARTY" is defined in Section 4.3.



     "INDEMNIFYING PARTY" is defined in Section 4.3.



     "INVESTOR" is defined in the preamble to this Agreement.



     "INVESTOR INDEMNIFIED PARTY" is defined in Section 4.1.



     "MAXIMUM NUMBER OF SHARES" is defined in Section 2.1.4.



{PAGE}



     "NOTICES" is defined in Section 6.3.



     "PIGGY-BACK REGISTRATION" is defined in Section 2.2.1.



     "REGISTER," "REGISTERED" and "REGISTRATION" mean a registration effected by

preparing and filing a registration statement or similar document in compliance

with the requirements of the Securities Act, and the applicable rules and

regulations promulgated thereunder, and such registration statement becoming

effective.



     "REGISTRABLE SECURITIES" mean all of the Shares owned or held by Investors.

Registrable Securities include any warrants, shares of share capital or other

securities of the Company issued as a dividend or other distribution with

respect to or in exchange for or in replacement of such Shares. As to any

particular Registrable Securities, such securities shall cease to be Registrable

Securities when: (a) a Registration Statement with respect to the sale of such

securities shall have become effective under the Securities Act and such

securities shall have been sold, transferred, disposed of or exchanged in

accordance with such Registration Statement; (b) such securities shall have been

otherwise transferred, new certificates for them not bearing a legend

restricting further transfer shall have been delivered by the Company and

subsequent public distribution of them shall not require registration under the

Securities Act; (c) such securities shall have ceased to be outstanding, or (d)

the Securities and Exchange Commission makes a definitive determination to the

Company that the Registrable Securities are salable under Rule 144(k).



     "REGISTRATION STATEMENT" means a registration statement filed by the

Company with the Commission in compliance with the Securities Act and the rules

and regulations promulgated thereunder for a public offering and sale of Shares

(other than a registration statement on Form S-4 or Form S-8, or their

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC