Exhibit 10.1
___________ __, 2007
Inter-Atlantic Financial, Inc.
400 Madison Avenue
New York, New York 10017
Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020
Re: Initial Public Offering
Ladies and Gentlemen:
Morgan Joseph & Co. Inc. ("Morgan Joseph") is acting as sole
bookrunning manager of the initial public offering (the "IPO") of Units
consisting of one share of Common Stock of Inter-Atlantic Financial, Inc. (the
"Company") and one warrant to purchase one share of Common Stock. The
undersigned stockholder, officer and/or director of the Company, in
consideration Morgan Joseph underwriting the Company's IPO, hereby agrees as set
forth below. Certain capitalized terms used herein are defined in Section 1
hereof.
1. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset acquisition, stock purchase
or other similar business combination, of an operating business in or related to
the financial services industry selected by the Company; (ii) "Founders" shall
mean all stockholders, officers and directors who are stockholders of the
Company immediately prior to the IPO; (iii) "Common Stock" shall mean the
Company's common stock, par value $0.0001 per share, (iv) "Founders' Shares"
shall mean all of the shares of Common Stock of the Company owned by a Founder
prior to the IPO, (v) "IPO Shares" shall mean the shares of Common Stock issued
in the Company's IPO, (vi) "Founders' Warrants" shall mean all warrants to
purchase shares of Common Stock of the Company owned by a Founder prior to the
IPO; (vii) "Locked-Up Securities" shall mean all issued and outstanding
Founders' Shares and Founders' Warrants.
2. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote (i) all Founders' Shares owned by him or
it in accordance with the majority of the votes cast by the holders of the IPO
Shares and (ii) all other shares of the Company's Common Stock that may be
acquired by him or it in any private placement, the IPO or in the aftermarket
for such Business Combination.
3. In the event that the Company fails to consummate a Business
Combination by 24 months after the consummation of the IPO (the "Consummation
Date"), the Company's corporate existence shall cease except for the purposes of
winding-up the Company's affair and liquidating the trust account established
under the Investment Management Trust Agreement to be entered into between the
Company and American Stock Transfer & Trust Company (the "Trust Account"), and
the undersigned shall, to the fullest extent permitted by the Delaware General
Corporation Law (the "DGCL"), take all action necessary to dissolve the
Corporation and liquidate the Trust Account to holders of IPO Shares as promptly
as practicable (subject to the requirements of the DGCL).
The undersigned hereby waives any and all right, title, interest or claim of any
kind ("Claim") to participate in any liquidating distribution of the Trust
Account as part of the Company's plan of distribution with respect to the
Founders' Shares if the Company fails to consummate a Business Combination and
the Trust Account is consequently liquidated and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse against the
Trust Account for any reason whatsoever. The undersigned acknowledges and agrees
that there will be no distribution from the Trust Account with respect to any
warrants, all rights of which will terminate on the Company's liquidation. The
undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, damage and expense whatsoever (including but not
limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become subject to (a)
as a result of any claim by any vendor that is owed money by the Company for
services rendered or products sold or (b) as a result of any claim by any
prospective target business but, in each case, only to the extent necessary to
ensure that such loss, liability, claim, damage or expenses does not reduce the
amount in the Trust Account.
4. Subject to Section 5 below, in order to minimize potential conflicts
of interest which may arise from multiple affiliations, the undersigned agrees
(i) not to become an officer, director or principal shareholder of a blank check
company engaged in business activities similar to those intended to be conducted
by the Company and (ii) to present to the Company for its consideration, and not
to any other person or entity unless the opportunity is rejected by the Company,
those opportunities to acquire an operating business the undersigned reasonably
believes are suitable opportunities for the Company, in each case, until the
earlier of (a) the consummation by the Company of a Business Combination, (b)
the dissolution and liquidation of the Company or (c) until such time as the
undersigned ceases to be an officer or director of the Company, subject to any
fiduciary obligations the undersigned might have.
5. The undersigned agrees that in the event it becomes aware of, or
involved with any Business Combination opportunities with an enterprise value of
at least 80% of the balance of the Trust Account, the undersigned will first
offer such business opportunities to the Company and further agrees that neither
it nor any of its affiliates will pursue such opportunities unless and until the
Company's Board of Directors determines that it will not pursue such
opportunities (the "Company's Right of First Review"), subject to any fiduciary
obligations the undersigned might have. The Company's Right of First Review will
begin upon the consummation of the IPO and terminate on the earlier of (i) the
consummation by the Company of a Business Combination or (ii) the dissolution
and liquidation of the Company.
6. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Founders, directors and/or officers of the Company, unless
the Company obtains an opinion from an independent investment banking firm which
is a member of the National Association of Securities Dealers, Inc. that the
Business Combination is fair to the Company's shareholders from a financial
perspective.
7. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation from the Company for services rendered to
the Company prior to the consummation of the Business Combination; provided,
however, that commencing upon the Consummation Date, Inter-Atlantic Management
Services LLC shall be allowed to charge the Company an allocable share of its
overhead, $7,500 per month, to compensate it for office space, administrative
services and secretarial support until the earlier of the Company's consummation
of a Business Combination or its liquidation. The undersigned, and the officers
and directors of the Company, shall also be entitled to reimbursement from the
Company for their out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.
8. The undersigned agrees to be a [director] and/or [officer] of the
Company until the earlier of the consummation by the Company of a Business
Combination. The undersigned hereby consents to being named in the Registration
Statement as a [director] and/or [officer] of the Company. The undersigned's
biographical information furnished to the Company and Morgan Joseph and attached
hereto as Exhibit A is true and accurate in all respects, does not omit any
material information with respect to the undersigned's background and contains
all of the information
required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
under the Securities Act of 1933. The undersigned's Questionnaire previously
furnished to the Company and Morgan Joseph is true and accurate in all respects.
The undersigned represents and warrants that he is not subject to or a
respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to
the offering of securities in any jurisdiction;
(a) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any
dealings in any securities, and he is not currently a defendant in any
such criminal proceeding; and
(b) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked.
9. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as an officer and/or director of the Company.
10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to Morgan Joseph and its legal
representatives or agents (including any investigative search firm retained by
Morgan Joseph) any information they may have about the undersigned's background
and finances ("Information"). Neither Morgan Joseph nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.
11. The undersigned agrees to not to resign (or advise the Board that
the undersigned declines to seek re-election to the Board of Directors) from his
position as director of the Company as set forth in the Prospectus without the
prior consent of Morgan Joseph until the earlier of (a) the consummation by the
Company of a Business Combination or (b) the dissolution and liquidation of the
Company. The undersigned acknowledges that the foregoing does not interfere with
or limit in any way the right of the Company to terminate the undersigned's
employment at any time (subject to other contractual rights the undersigned may
have) nor confer upon the undersigned any right to continue in the employ of
Company.
12. Neither the undersigned, any member of the family of the
undersigned, or any affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any affiliate of the undersigned
originates a Business Combination.
13. The undersigned hereby waives his or its right to exercise
redemption rights with respect to any Founders' Shares owned by the undersigned,
directly or indirectly, and agrees that he or she will not seek redemption for
cash with respect to such Founders' Shares in connection with any vote to
approve a Business Combination (as is more fully defined in the Prospectus).
14. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The undersigned hereby (i) agrees
that any action, proceeding or claim against him arising out of or relating in
any way to this letter agreement (a "Proceeding") shall be brought and enforced
in the courts of the State of New York of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint DLA Piper US LLP as agent for the service of
process in the State of New York to receive, for the undersigned and on his
behalf, service of process in any Proceeding. If for any reason such agent is
unable to act as such, the undersigned will promptly notify the Company and
Morgan Joseph and appoint a substitute agent acceptable to each of the Company
and Morgan Joseph within 30 days and nothing in this letter will affect the
right of either party to serve process in any other manner permitted by law.
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Print Name of Insider
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Signature