LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 6th, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • New York
La Rosa Holdings Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (“Units”), each Unit consisting of one (1) share (the “Share(s)”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock”) and [ ] five year warrants, each warrant exercisable for one share of Common Stock at an exercise price of 110% of the public offering price of one Unit (“Warrant(s)”) to the several underwriters listed on Schedule A hereto (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of Common Stock and the Warrants comprising the Units are immediately separable and will be issued separately in the Offering. Such Units (including the Shares and the Warrants) are hereinafter
COMMON STOCK PURCHASE WARRANT LA ROSA HOLDINGS CORP.Common Stock Purchase Warrant • January 6th, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance by La Rosa Holdings Corp, a corporation organized under the laws of the Nevada (the “Company”), to Joseph La Rosa (including any permitted and registered assigns, each referred to hereinafter as “Holder”), of the Convertible Original Issue Discount Promissory Note of even date herewith (the “Note”), 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 of issuance hereof, to purchase from the Company, the number of the shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), noted above (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant), at the Exercise Price (defined below) per share then in effect.
