by
.
PATRIOT NATIONAL, INC. By:
Name:
Title:
Exhibit B-2
FORM OF SERIES B WARRANT
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON
THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT.
PATRIOT NATIONAL, INC.
SERIES B WARRANT TO PURCHASE COMMON STOCK
Warrant No.:
Date of Issuance: December
, 2015 ("Issuance Date")
Patriot National, Inc., a Delaware corporation (the "Company"), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, [BUYER], the registered holder hereof or its permitted
assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at the Exercise Price (as defined below) then in
effect, upon exercise of this Warrant to Purchase Common Stock (including any
Warrants to Purchase Common Stock issued in exchange, transfer or replacement
hereof, the "Warrant"), at any time or times on or after the Issuance Date (the
"Initial Exercise Date"), but not after 11:59 p.m., New York time, on the
Expiration Date (as defined below),
(subject to adjustment
as provided herein) fully paid and non-assessable shares of Common Stock (as
defined below) (the "Warrant Shares", and such number of Warrant Shares, the
"Warrant Number"). Except as otherwise defined herein, capitalized terms in this
Warrant shall have the meanings set forth in Section 17. This Warrant is one of
the Warrants to Purchase Common Stock (the "SPA Warrants") issued pursuant to
Section 1 of that certain Securities Purchase Agreement, dated as of
December 13, 2015 (the "Subscription Date"), by and among the Company, a
stockholder of the Company and the investors (the "Buyers") referred to therein,
as amended from time to time (the "Securities Purchase Agreement").
The Aggregate Exercise Price (as defined below) of this Warrant, except for a
nominal exercise price of $0.01 (as adjusted for stock splits, stock dividends,
recapitalizations or similar events) (the "Nominal Remaining Exercise Price")
per Warrant Share, was pre-funded to the Company on or prior to the initial
Issuance Date and, consequently, no additional consideration (other than the
Nominal Remaining Exercise