INTER-ATLANTIC FINANCIAL, INC.



                                 FOUNDER WARRANT

                               PURCHASE AGREEMENT



     THIS FOUNDER DIRECTOR WARRANT PURCHASE AGREEMENT (the "Agreement") is made

as of _____________ __, 2007 between Inter-Atlantic Financial, Inc., a Delaware

company (the "Company"), on the one hand, and each of Andrew Lerner, D. James

Daras, Brett G. Baris, Robert Lichten and Frederick Hammer, or their designees,

on the other hand (collectively, the "Purchasers" or individually, a

"Purchaser"). Except as otherwise indicated herein, capitalized terms used

herein are defined in Section 10 hereof.



     WHEREAS, the Purchasers are officers and/or directors of the Company; and



     WHEREAS, in furtherance of the Company's plan to obtain funding through an

initial public offering (the "Offering") of its units (the "Units"), each Unit

consisting of one share of common stock (the "Unit Common Stock") and one

warrant, each to purchase one share of common stock (the "Unit Warrants" or a

"Unit Warrant") and to demonstrate the commitment of the initial stockholders of

the Company to this plan, the Purchasers desire to make an investment in the

Company by purchasing 1,800,000 warrants (the "Founding Director Warrants" or a

"Founding Director Warrant" ) on the terms and conditions described herein; and



     WHEREAS, the consummation of this Agreement is a condition to the closing

of the Offering as described in the Underwriting Agreement by and between the

Company and Morgan Joseph & Co., Inc. (the "Representative"), which Underwriting

Agreement is filed as an exhibit to the Company's registration statement on Form

S-1, SEC File No. 333-__________ as the same has been and may be amended from

time to time hereafter (the "Registration Statement") and filed with the

Securities and Exchange Commission (the "Commission").



     NOW THEREFORE, in consideration of the mutual promises contained in this

Agreement and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties to this Agreement hereby agree as

follows:



     Section 1. Authorization, Purchase and Sale; Terms of the Founding Director

Warrants.



          A. Authorization of the Founding Director Warrants. The Company has

     authorized, and hereby ratifies such authorization by execution hereof, the

     issuance and sale to the Purchasers of an aggregate of 1,800,000 Founding

     Director Warrants. Each Founding Director Warrant shall upon exercise and

     payment of the exercise price specified therein entitle the holder to

     purchase one share of the Company's common stock, par value $0.0001 per

     share (the "Common Stock").



          B. Purchase and Sale of the Founding Director Warrants. The Company

     shall sell to the Purchasers, and subject to the terms and conditions set

     forth herein, the Purchasers shall severally purchase from the Company,

     prior to the effectiveness of the Registration Statement, an aggregate of

     1,800,000 Founding Director Warrants. Each Purchaser shall purchase that

     number of the Founding Director Warrants as is set forth opposite his name

     in the table contained in Exhibit A hereto. The purchase price of each

     Founding Director Warrant shall be $1.00 per warrant (the "Purchase

     Price"), which shall be paid in immediately available funds through wire

     transfers to the trust account (the "Trust Account") to be established

     pursuant to that certain Investment Management Trust Agreement by and

     between the Company and American Stock Transfer & Trust Company

     ("American"). The Purchase Price shall be wired to the Trust Account by the

     Purchasers so as to be on deposit in the Trust Account not less than 24

     hours prior to the effectiveness of the Registration Statement. Amounts so

     received in the Trust Account shall be credited against the respective

     purchase obligations of the Purchasers as described on Exhibit A hereto.



          C. Terms of the Founding Director Warrants. The Founding Director

     Warrants shall carry rights and terms identical to those possessed by the

     Unit Warrants described in the Registration Statement, subject to the

     following exceptions: the Founding Director Warrants (i) will not be



{PAGE}



     transferable or salable by the Purchasers until such time as the Company

     has completed a Business Combination, (ii) will be non-redeemable so long

     as the Purchasers hold such warrants following their issuance by the

     Company to such Purchasers, and (iii) together with the shares of Common

     Stock underlying the Founding Director Warrants, are and will be entitled

     to registration rights under the registration rights agreement (the

     "Registration Rights Agreement") to be signed contemporaneously herewith

     between the Purchasers, the Initial Stockholders (as such term is defined

     in the Registration Statement) and the Company. The transfer restriction

     set forth in (i) above shall not apply to (a) transfers resulting from the

     death of any of the Purchasers, (b) transfers by operation of law, (c) any

     transfer for estate planning purposes to persons immediately related to the

     transferor by blood, marriage or adoption, or (d) any trust solely for the

     benefit of such transferor and/or the persons described in the preceding

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