exv4w5






Exhibit 4.5



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.




WARRANT TO PURCHASE




SHARES OF COMMON STOCK

OF

PATRIOT RISK MANAGEMENT, INC.

Issue Date: September __, 2008

Expiration Date: September __, 2018




			
	No. W-___
	 	Number of Shares:_________






     The undersigned, PATRIOT RISK MANAGEMENT, INC., a corporation organized under the laws of
Delaware (together with its successors and assigns, the “Issuer”), hereby certifies that
_________ [, a _________,] or its registered assigns (the “Holder”)
is entitled to subscribe for and purchase, during the Exercise Period (as defined below), up to
_________ shares (subject to adjustment as hereinafter provided) of the duly authorized,
validly issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise price per
share equal to the Exercise Price then in effect, subject, however, to the provisions and upon the
terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified in Section 1 hereof.



     1. Definitions. In addition to the definitions set forth in this Warrant, as used
herein, the following terms shall have the following respective meanings:



     “Affiliate” shall mean, with respect to any specified person, any other person controlling,
controlled by, or under common control with, such person. For the purposes of this definition,
control when used with respect to any specified person means the power to direct the management and
policies of such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.



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     “Business Day” shall mean any day except Saturday, Sunday and any day which shall be a federal
legal holiday in the United States, or a day on which banking institutions in the State of New York
are authorized or required by law or other government action to close.



     “Common Stock” means the Common Stock, $ .001 par value per share, of the Issuer.



     “Exercise Price” shall mean the price per share on the cover of the final prospectus at which
the Issuer’s Common Stock was sold in the Issuer’s initial public offering, subject to adjustment
pursuant to Sections 5 and 7 below; provided, that at no time shall the Exercise Price be less than
the then current par value of any share to be issued pursuant hereto.



     “Warrant Shares” shall mean the number of shares of the Issuer’s Common Stock issuable upon
exercise of this Warrant, subject to adjustment pursuant to the terms herein, including but not
limited to adjustment pursuant to Sections 5 and 7 below.



     2. Exercise of Warrant.



     2.1. Manner of Exercise. The rights represented by this Warrant may be exercised in
whole or in part during the period commencing on the later of (i) the day that is 180 days after
the date of the final prospectus relating to Issuer’s initial public offering or (ii) the date of
the expiration of that certain lock-up agreement between the Holder and Friedman, Billings, Ramsey
& Co., Inc. entered into in connection with such initial public offering and ending on the tenth
anniversary of the Issuance Date (such period being referred to as the “Exercise Period”) by
delivery of the following to the Issuer at its address set forth below (or at such other address as
it may designate by notice in writing to the Holder):




	 	(a)	 	An executed Notice of Exercise in the form attached hereto;
	 
	 	(b)	 	Payment of the Exercise Price by any of the following: (i) in cash, (ii) by check, or
(iii) in immediately available funds, by wire transfer to a bank account designated in writing by
the Issuer; and
	 
	 	(c)	 	This Warrant.





     Upon the exercise of the rights represented by this Warrant a certificate or certificates for
the Warrant Shares so purchased, registered in the name of the Holder or persons affiliated with
the Holder, if the Holder so designates (and subject to securities law limitations as to any such
Affiliate), shall be issued and delivered to the Holder or the Holder’s designee, as the case may
be, within five (5) Business Days after the rights represented by this Warrant shall have been so
exercised. In the event that this Warrant is being exercised for less than all of the then current
number of Warrant Shares purchasable hereunder, the Issuer shall, concurrently with the issuance by
the Issuer of the number of Warrant Shares for which this Warrant is then being exercised, issue a
new Warrant to the Holder, which shall be identical hereto, except that the number of remaining
Warrant Shares covered thereby shall be adjusted accordingly, and exercisable for the remaining
number of Warrant Shares purchasable hereunder.



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     The person in whose name any certificate or certificates for Warrant Shares are to be issued
upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on
the date the Issuer receives the executed Notice of Exercise, payment of the Exercise Price, if
any, and this Warrant.



     2.2. Cashless Exercise. Notwithstanding any provisions herein to the contrary, if the
fair market value of one share of the Issuer’s Common Stock (at the date of calculation as set
forth below), is greater than the Exercise Price, then in lieu of exercising this Warrant by
payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of
this Warrant (or the portion thereof being canceled) by surrender of this Warrant (including that
portion of this Warrant in payment of the Exercise Price to effect such cashless exercise) at the
principal office of the Issuer, together with the properly endorsed Notice of Exercise, in which
event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the
following formula:



X = Y (A-B)

      A




	 	 	 
	Where X =

	 	the number of shares of Common Stock to be issued to the Holder
	 
	 	 	 	 
	Y =

	 	the number of shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is being exercised,
the portion of the Warrant being canceled (at the date of such
calculation)
	 
	 	 	 	 
	A =

	 	the fair market value of one of the Issuer’s Common Stock (at
the date of such calculation) provided, that such fair market
value shall not be less than the then current par value of the
Issuer’s Common Stock
	 
	 	 	 	 
	B =

	 	Exercise Price (as adjusted to the date of such calculation)






     For purposes of the above calculation, the fair market value of one of the Issuer’s Common
Stock shall be determined by the Issuer’s Board of Directors in good faith; provided, however, that
if there is a public market for the Common Stock, the fair market value per share shall be the
average per share closing price over the five (5) trading days immediately preceding such
calculation as reported in the Wall Street Journal (or, if not so reported, as otherwise reported
by the principal stock exchange or other principal public market for the Common Stock).



     3. Covenants of the Issuer.



     3.1. Covenants as to Warrant Shares. The Issuer covenants and agrees that all Warrant
Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issuance thereof. The Issuer further covenants and agrees
that the Issuer will at all times hereunder have authorized and reserved, free from preemptive
rights, a sufficient number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant. If the number of shares of authorized but



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unissued Common Stock shall not be sufficient to permit exercise of this Warrant, the Issuer
will take such corporate action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued Common Stock to such number of shares as shall be sufficient for such
purposes.





     3.2. Notices of Record Date. In the event of any taking by the Issuer of a record of
the holders of any class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than an ordinary cash dividend) or other distribution, the
Issuer shall mail to the Holder, at least ten (10) days prior to the date specified herein, a
notice specifying the date on which any such record is to be taken for the purpose of such dividend
or distribution.



     4. Representations and Covenants of Holder.



     4.1. Securities Are Not Registered.




	 	(a)	 	The Holder understands that the Warrant and the Warrant Shares have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that this Warrant
was received as a dividend in a transaction not constituting a sale under the Securities Act.
	 
	 	(b)	 	The Holder recognizes that the Warrant and the Warrant Shares must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption from such
registration is available. The Holder recognizes that the Issuer has no obligation to register the
Warrant, or to comply with any exemption from such registration.
	 
	 	(c)	 	The Holder is aware that neither the Warrant nor the Warrant Shares may be sold pursuant
to Rule 144 adopted under the Securities Act unless certain conditions are met, which may include,
among other things, the existence of a public market for the shares, the availability of certain
current public information about the Issuer, the resale following the required holding period under
Rule 144 and the number of shares being sold during any three month period not exceeding specified
limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been
satisfied and that there can be no assurance that the Issuer will satisfy these conditions in the
foreseeable future.





     4.2. Legended Shares. The Holder understands and agrees that all certificates
evidencing the shares of Common Stock to be issued in connection with the exercise of this Warrant
will bear legends substantially in the form set forth below:


THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


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     5. Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price in
effect and the number and kind of securities purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the happening of certain events as provided in this
Section 5 and in Section 7 below. In the event of any change in the outstanding Common Stock of the
Issuer by reason of share dividends, splits, recapitalizations, reclassifications, combinations or
exchanges of shares, reorganizations, liquidations, or the like, the number and class of Warrant
Shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly
adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the
total number, class, and kind of shares as the Holder would have owned had the Warrant been
exercised prior to the event and had the Holder continued to hold such shares until after the event
requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the
number of Warrant Shares subject to this Warrant.



     6. Fractional Shares. No fractional shares of the Warrant Shares will be issued in
connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall round
the number of shares to be issued upon exercise up to the nearest whole number of shares.



     7. Reorganization. In the event of, at any time during the Exercise Period, any
capital reorganization, or any reclassification of the capital stock of the Issuer (other than a
change in par value or as a result of a stock dividend or subdivision, split-up or combination of
shares), or the consolidation or merger of the Issuer with or into another corporation (other than
a merger solely to effect a reincorporation of the Issuer into another state or any consolidation
or merger of the Issuer with or into any other corporation, entity or person, or any other
corporate reorganization, in which the stockholders of the Issuer immediately prior to such
consolidation, merger or reorganization, own more than 50% of the voting power of the surviving
entity immediately after such consolidation, merger or reorganization), or the sale or other
disposition of all or substantially all the properties and assets of the Issuer in its entirety to
any other person (an “Organic Change”), then, as a condition of such Organic Change, lawful and
adequate provisions shall be made by the Issuer whereby the Holder hereof shall thereafter have the
right to purchase and receive (in lieu of the shares of Common Stock of the Issuer immediately
theretofore purchasable and receivable upon the exercise of the rights represented hereby) such
shares, securities or other assets or property as may be issued or payable with respect to or in
exchange for a number of shares of outstanding Common Stock equal to the number of shares
immediately theretofore purchasable and receivable upon the exercise of the rights represented
hereby.



     8. No Stockholder Rights. This Warrant in and of itself shall not entitle the Holder
to any voting rights or other rights as a stockholder of the Issuer.



     9. Lost, Stolen, Mutilated or Destroyed Warrant. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of
any Warrant and, in the case of any such loss, theft or destruction, upon receipt of a proper
affidavit or other evidence satisfactory to the Company (and surrender of any mutilated Warrant)
and



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bond of indemnity in form and amount and with corporate surety satisfactory to the Company in each
instance protecting the Company, its representatives and agents or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in
lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same number of shares of Common Stock.



     10. Notices. Any notice, demand, request, waiver or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery,
by facsimile or electronic submission at the address or number designated below (if delivered on a
Business Day during normal business hours where such notice is to be received), or the first
Business Day following such delivery (if delivered other than on a Business Day during normal
business hours where such notice is to be received) or (b) on the second Business Day following the
date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be:



	 	 	 
	If to the Issuer:

	 	Patriot Risk Management, Inc.
	 

	 	401 East Las Olas Blvd.
	 

	 	Fort Lauderdale, FL 33301
	 

	 	Attention: Chief Executive Officer
	 
	 	 	 	 
	 

	 	Fax No.:
	 
	 	 	 	 
	If to Holder:
	 	 
	 
	 	 	 	 
	 

	 	Attention:
	 

	 	Email:
	 

	 	Fax No.:





Any party hereto may from time to time change its address for notices by giving written notice of
such changed address to the other party hereto.





     11. Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein



     12. Governing Law. This Warrant and all rights, obligations and liabilities hereunder
shall be governed by and construed under the laws of the State of Delaware without giving effect to
conflicts of laws principles



     13. Severability. In the event that any provision or any part of any provision of
this Warrant shall be void or unenforceable for any reason whatsoever, then such provision shall be
stricken and of no force and effect. However, unless such stricken provision goes to the essence of
the consideration bargained for by a party, the remaining provisions of this Warrant shall continue
in full force and effect, and to the extent required, shall be modified to preserve their validity.



[remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the date of issuance.



	 	 	 	 	 
	 	PATRIOT RISK MANAGEMENT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Steven M. Mariano 	 
	 	 	Title:  	Chairman, President & CEO
Officer 	 



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NOTICE OF EXERCISE




WARRANT TO PURCHASE SHARES OF COMMON STOCK OF

PATRIOT RISK MANAGEMENT, INC.




The undersigned _________, pursuant to the provisions of the within Warrant, hereby
elects to purchase _________ shares of Common Stock, par value $.001 per share, of Patriot Risk
Management, Inc., a Delaware corporation, covered by the within Warrant.







	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 
	 

	 	 	 	Address
	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 	 






The undersigned intends that payment of the Exercise Price shall be made as (check one):



     Cash
Exercise _________



     Cashless
Exercise pursuant to Section 2.2 of the within Warrant ____________



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ASSIGNMENT



FOR VALUE RECEIVED,
_________ hereby sells, assigns and transfers unto
____________ the within Warrant and all rights evidenced thereby and does irrevocably
constitute and appoint _________, attorney, to transfer the said Warrant on the
books of the within named corporation.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 
	 

	 	 	 	Address
	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 	 






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PARTIAL ASSIGNMENT



FOR VALUE
RECEIVED, _________ hereby sells, assigns and transfers unto
_________ the right to purchase ___Warrant Shares evidenced by the
within Warrant together with all rights therein, and does irrevocably constitute and appoint
_________, attorney, to transfer that part of the said Warrant on the books of
the within named corporation.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 
	 

	 	 	 	Address
	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 	 






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