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 (as defined below) and Private Placement

Warrants (as defined below) 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.



     "COMMON STOCK" means the common stock, par value $0.0001 per share, of the

Company.



     "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.



     "PRIVATE PLACEMENT WARRANTS" means Warrants (as defined below) issued and

delivered to initial stockholders of the Company.



     "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 and Private Placement

Warrants 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).

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