0000950123-07-002020 Sample Contracts

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WARRANT
Inter-Atlantic Financial, Inc. • February 14th, 2007

THIS CERTIFIES THAT, for value received _________________________________ is the registered holder of a Warrant or Warrants expiring ________, 2011 [FOUR YEARS FROM DATE OF PROSPECTUS] ("Warrant") to purchase one fully paid and non-assessable share of common stock, par value US$.0001 per share ("Shares"), of Inter-Atlantic Financial, Inc., a Delaware corporation (the "Corporation"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Corporation, commencing on the later of (i) the Corporation's completion of a capital stock exchange, asset acquisition or other similar business combination or (ii) ______________, 2008, such number of Shares of the Corporation at the price of US$6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), b

BETWEEN
Underwriting Agreement • February 14th, 2007 • Inter-Atlantic Financial, Inc. • New York
525,000 UNITS OF
Inter-Atlantic Financial, Inc. • February 14th, 2007 • New York
Exhibit 10.5 INTER-ATLANTIC FINANCIAL, INC. Inter-Atlantic Financial, Inc. 400 Madison Avenue New York, NY 10017 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement...
Inter-Atlantic Financial, Inc. • February 14th, 2007

This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Inter-Atlantic Financial, Inc. ("Inter-Atlantic") and continuing until the earlier of the consummation by Inter-Atlantic Financial, Inc. of a "Business Combination" or Inter-Atlantic Financial, Inc.'s liquidation (as described in Inter-Atlantic Financial, Inc.'s IPO prospectus) (the "Termination Date"), Inter-Atlantic Management Services LLC shall make available to Inter-Atlantic Financial, Inc. certain office space, utilities, administrative, technology and secretarial services as may be required by Inter-Atlantic Financial, Inc. from time to time. In exchange therefor, Inter-Atlantic Financial, Inc. shall pay Inter-Atlantic Management Services LLC up to $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

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