Form of Investment Management Trust Agreement

Exhibit 10.3


SECURITIES ESCROW AGREEMENT


SECURITIES ESCROW AGREEMENT, dated as of ____________ __, 2007 ("Agreement"), by and among the parties listed under Existing Stockholders on Exhibit A hereto (each an "Existing Stockholder" and collectively the "Existing Stockholders"), INTER-ATLANTIC FINANCIAL, INC., a Delaware company ("the Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").


WHEREAS, the Company has entered into an Underwriting Agreement, dated __________ __, 2007 ("Underwriting Agreement"), with Morgan Joseph & Co. Inc. acting as representative ("Representative") of the several underwriters (collectively, the "Underwriters"), pursuant to which, among other matters, the Underwriters have agreed to purchase 7,500,000 (8,625,000 if the over-allotment is exercised in full) units ("Units") of the Company (such offering of Units, the "Offering"). Each Unit consists of one share of the Company's Common Stock, par value $.0001 per share ("Share"), and one Warrant, each Warrant to purchase one Share, all as more fully described in the Company's final Prospectus, dated __________ __, 2007 ("Prospectus") comprising part of the Company's Registration Statement on Form S-1 (File No. 333-140690) under the Securities Act of 1933, as amended ("Registration Statement"), declared effective on ___________ __, 2007 ("Effective Date").


WHEREAS, each Existing Stockholder has agreed as a condition of the sale of the Units to deposit its Shares of the Company, as set forth opposite its name in Exhibit A attached hereto (collectively "Escrow Shares"), in escrow as hereinafter provided.


WHEREAS, certain of the Existing Stockholders (as set forth in Exhibit B attached hereto) have agreed to purchase Warrants (the "Founders' Warrants") in a private placement immediately prior to the consummation to the offering and have further agreed as a condition of the sale of the Units to deposit their respective Founders' Warrants, as set forth opposite each of their respective names in Exhibit B attached hereto (collectively, the "Escrow Warrants" and together with the Escrow Shares, the "Escrow Securities"), in escrow as hereinafter provided.


WHEREAS, the Company and the Existing Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


IT IS AGREED:


1. Appointment of Escrow Agent. The Company and the Existing Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


2. Deposit of Escrow Securities. On or before the Effective Date, the Existing Stockholders shall deliver to the Escrow Agent a certificate, or certificates, representing their respective Escrow Securities, to be held and disbursed subject to the terms and conditions of this Agreement. The Existing Stockholders acknowledge that the certificates representing their respective Escrow Securities are legended to reflect the deposit of such Escrow Securities under this Agreement.


3. Disbursement of the Escrow Securities. The Escrow Agent shall hold (a) the Escrow Shares until one year from the date of consummation of a Business Combination (as such term is defined in the Registration Statement) ("Share Escrow Period") and (b) the Founders' Warrants until the Consummation of a Business Combination (the "Warrant Escrow Period"), on which date it shall, upon written instructions from an Existing Stockholder, disburse Escrow Shares or the Founders' Warrants, as applicable, to such Existing Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then immediately prior to the effectiveness of such liquidation, the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities and the Escrow Securities shall no longer be considered issued and outstanding securities of the Company. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.


4. Rights of Holders of Escrow Securities.


4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Existing Stockholders shall with respect to the Escrow Shares retain all of their rights as Stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such Shares.


4.2 Dividends and Other Distributions in Respect of the Escrow Shares. During the Share Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Existing Stockholders, but all dividends payable in shares or other non-cash property ("Non-Cash Dividends") shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term "Escrow Shares" shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


4.3 Restrictions on Transfer. During the Share Escrow Period and the Warrant Escrow Period, as applicable, no sale, transfer or other disposition may be made of any or all of the Escrow Securities except (i) by gift to an immediate family member of an Existing Stockholder or to a trust, the beneficiary of which is a member of the immediate family of an Existing Stockholder (ii) by virtue of the laws of descent and distribution upon death of any Existing Stockholder, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the respective transferee's written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by an Existing Stockholder transferring the Escrow Securities. During the Share Escrow Period and the Warrant Escrow Period, as applicable, the Existing Stockholders shall not pledge or grant a security interest in the Escrow Shares or Escrow Warrants, as applicable, or grant a security interest in its rights under this Agreement.


4.4 Insider Letters. The Existing Stockholders have executed a letter agreement with the Representative and the Company, dated as indicated on Exhibit A hereto, and which is filed as an exhibit to the Registration Statement ("Insider Letter"), respecting the rights and obligations of such Existing Stockholders in ...