ATLAS FINANCIAL HOLDINGS, INC. (A corporation governed by the laws of the Cayman Islands) Dated: December 31, 2010Warrant Certificate No: ________________THIS IS TO CERTIFY THAT, for value received,Mr. and Mrs. SAMPLE

In case of any reclassification of the Ordinary Shares or change of the Ordinary Shares into other shares, or in case of the consolidation, merger, reorganization or amalgamation of the Company with or into any other corporation or entity which results in any reclassification of the outstanding Ordinary Shares or a change of the Ordinary Shares into other securities, or in case of any transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person (any such event being hereinafter referred to as a "Reclassification of Ordinary Shares"), at any time prior to the Expiry Time, the Holder shall, after the effective date of such Reclassification of Ordinary Shares and upon exercise of the right to purchase Ordinary Shares hereunder, be entitled to receive, and shall accept, in lieu of the number of Ordinary Shares to which the Holder was theretofore entitled upon such exercise, the kind and amount of shares and other securities or property which the Holder would have been entitled to receive as a result of such Reclassification of Ordinary Shares if, on the effective date thereof, the Holder had been the registered holder of the number of Ordinary Shares to which the Holder was theretofore entitled to acquire upon such exercise. No such reclassification of Ordinary Shares will be carried out unless, in the opinion of the Board of Directors of the Company, all appropriate adjustments shall be made in the application of the provisions set forth in this section with respect to the rights and interests thereafter of the Holder of this Warrant Certificate to the end that the provisions set forth in this section shall thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants. Any such adjustment must be made by and set forth in an amendment to this Warrant Certificate.

subdivide, redivide or change its then outstanding Ordinary Shares into a greater nun1ber of shares;

reduce, combine or consolidate its then outstanding Ordinary Shares into a lesser number of shares; or

issue Ordinary Shares, Participating Shares or Convertible Securities (both such terms as defined below in paragraph (g)) to all or substantially all of the holders of Ordinary Shares by way of distribution on the Ordinary Shares payable in Ordinary Shares, Participating Shares or Convertible Securities;

If and whenever any time prior to the Expiry Time, the Company shall engage in a Capital Reorganization, the Exercise Price shall, effective immediately after the effective date, in the case of a subdivision or consolidation, or effective immediately after the record date, in the case of a distribution, be adjusted by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction: (A) the numerator of which shall be the number of Ordinary Shares and Participating Shares outstanding on such effective date or record date before giving effect to such Capital Reorganization; and (B) the denominator of which shall be the number of Ordinary Shares and Participating Shares outstanding immediately after giving effect to such Capital Reorganization. The number of Ordinary Shares and Participating Shares outstanding shall include the deemed conversion into or exchange for Ordinary Shares or Participating Shares of any Convertible Securities distributed pursuant to such Capital Reorganization. Such adjustment shall be made successively whenever any event referred to in this paragraph shall occur.

Any issue of Ordinary Shares, Participating Shares or Convertible Securities pursuant to the Capital Reorganization shall be deemed to have been made on the record date thereof for the purpose of calculating the number of outstanding Ordinary Shares under paragraphs (e) and (f).

If and whenever at any time prior to the Expiry Time, the Company shall fix a record date for the issuance of rights, options or warrants (other than the Warrants evidenced hereby) to all or substantially all the holders of Ordinary Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Ordinary Shares, Participating Shares or Convertible Securities at a price per share (or in the case of a Convertible Security the conversion or exchange price per share plus the issue price of such Convertible Security) that is less than 95% of the Current Value (as defined below) of an Ordinary Share on such record date (any such event being hereinafter referred to as a "Rights Offering"), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

the numerator of which shall be the aggregate of: (A) the number of Ordinary Shares outstanding on such record date; and (B) a number determined by dividing whichever of the following is applicable by the Current Value (as hereinafter defined) of the Ordinary Shares on the record date: (1) the amount obtained by multiplying the number of Ordinary Shares or Participating Shares which the holders of Ordinary Shares are entitled to subscribe for or purchase by the subscription or purchase price; or (2) the amount obtained by multiplying the maximum number of Ordinary Shares or Participating Shares which the holders of Ordinary Shares are entitled to receive on the conversion or exchange of the Convertible Securities by the conversion or exchange price per share; and

the denominator of which shall be the aggregate of: (A) the number of Ordinary Shares outstanding on such record date; and (B) whichever of the following is applicable: (1) the total number of Ordinary Shares or Participating Shares which the holders of Ordinary Shares are entitled to subscribe for or purchase; or (2) the total number of Ordinary Shares or Participating Shares which the holders of Ordinary Shares are entitled to receive on the conversion or exchange of the Convertible Securities.

If and whenever at any time prior to the Expiry Time, the Company shall fix a record date for the·distribution to all or substantially all the holders of Ordinary Shares of:

For the purpose of this Warrant Certificate: (i) "Participating Share" means a share (other than an Ordinary Share) that carries the right to participate in earnings to an unlimited degree; and (ii) "Convertible Security" means a security convertible into or exchangeable for an Ordinary Share or a Participating Share or both.

On any adjustment of the Exercise Price pursuant to paragraph (e) or (f), the number of Ordinary Shares purchasable on the exercise of the Warrants will be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Ordinary Shares theretofore purchasable immediately before the adjustment by a fraction which is the reciprocal of the fraction used in the adjustment of the Exercise Price.

In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the Holder, upon the exercise of the Warrants after such record date and before the occurrence of such event, the additional Ordinary Shares issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the Holder's right to receive such additional Ordinary Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Ordinary Shares on and after such exercise.

The adjustments provided for in this Warrant Certificate are cumulative, shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and shall apply (without duplication) to successive Reclassifications of Ordinary Shares, Capital Reorganizations, Rights Offerings and Special Distributions; provided that, notwithstanding any other provision of this section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least I% of the Exercise Price then in effect (except upon a consolidation of the outstanding Ordinary Shares) (provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account n any subsequent adjustment).

No adjustment in the number of Ordinary Shares which may be purchased upon exercise of the Warrants or in the Exercise Price shall be made pursuant to this Warrant Certificate if the Holder is entitled to participate in such event (other than the events referred to in paragraph (b)(i) or (b)(ii)) on the same terms mutatis mutandi as if the Holder had exercised the Warrants evidenced hereby for Ordinary Shares prior to the effective date or record date of such event.

Subject to the prior written consent of the TSXV, in the event of any question arising with respect to the adjustments provided in this Warrant Certificate, such question shall conclusively be determined (as between the Company, the Holder, all shareholders of the Company and any transfer agent of the Ordinary Shares) by a firm of chartered accountants appointed by the Company and acceptable to the Holder (who may be the Company's auditors). Such accountants shall have access to all necessary records of the Company and such determination shall be binding upon the Company, the Holder, the shareholders of the Company and any transfer agent of the Ordinary Shares.

As a condition precedent to the taking of any action which would require an adjustment in the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of such classes of shares or other securities or property which are to be received upon the exercise of the Warrants, the Company shall take all corporate action which may, in the opinion of external counsel, be necessary in order that the Company has reserved and there will remain unissued a sufficient number of Ordinary Shares for issuance upon the exercise of the Warrants, and that the Company may validly and legally issue as fully paid and non-assessable all the shares of such classes or other securities or may validly and legally distribute the property which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

In the case of an event which requires an adjustment in the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number and classes of shares or other securities or property which are to be received upon the exercise thereof, the Company shall give notice to the Holder of the particulars of such event and the required adjustment and the computation of such adjustment as soon as reasonably practicable and, in any event, within 30 days of making any adjustment.

This Warrant Certificate and all the rights hereunder (including the Warrants) shall enure to the benefit of the Holder and its successors and permitted assigns and shall be binding upon the Company and its successors.

The Warrants represented by this Warrant Certificate may not be transferred, sold, assigned or pledged, in whole or in part, to any person by the Holder.

The Holder acknowledges and agrees that any transfer, sale, assignment or pledging by it of the Warrants represented by this Warrant Certificate, in whole or in part, shall comply with the provisions of Securities Laws or such other regulatory authority having jurisdiction.

the Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate.