COMMON STOCK PURCHASE WARRANT LA ROSA HOLDINGS CORP.Common Stock Purchase Warrant • June 11th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”) but not thereafter, to purchase from LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), up to [__] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certif
PRE-FUNDED COMMON STOCK PURCHASE WARRANT La Rosa Holdings Corp.Pre-Funded Common Stock Purchase Warrant • June 11th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from La Rosa Holdings Corp., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • New York
Notwithstanding the foregoing shall not apply to: (i) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, of options or warrants to purchase Shares or other equity awards pursuant to any stock incentive plan or stock purchase plan of the Company; provided that any Shares received by the Person upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any transfers, sales or other dispositions of Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any transfer of Shares acquired in open market transactions following the closing of this Offering, provided the
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • June 11th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE COMMENCEMENT OF SALES IN THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE COMMENCEMENT OF SALES IN THE OFFERING].
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 11th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • New York
This Warrant Agency Agreement is made as of [●], 2024, is between La Rosa Holdings Corp., a Nevada corporation, with offices at 1420 Celebration Blvd., 2nd Floor, Celebration, FL 34747 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
