Exhibit 10.96


 


NEITHER THIS SECURITY NOR THE SECURITIES
AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


LA ROSA HOLDINGS CORP.


 


Warrant Shares: 25,000


Date of Issuance: December 2, 2022 (“Issuance
Date”)


 


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.


 


Capitalized terms
used in this Warrant shall have the meanings set forth in the Note unless otherwise defined in the body of this Warrant or in Section
12 below. For purposes of this Warrant, the term “Exercise Price” shall mean the lower of: (i) $10.00 per share of
Common Stock and (ii) the price per share of any offering by the Company subsequent to the Company’s initial public offering made
pursuant to its registration statement, as amended (File No. 333-264372), as filed with the Securities and Exchange Commission (“SEC”),
subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 6:00 p.m. eastern time on the 5-year anniversary thereof.


 


		1.	EXERCISE OF WARRANT.



 


(a)       Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part
at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant
Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the
Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to
which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise
Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless
exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue
the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (such number referred to hereinafter as
the “Exercised Amount” and such shares to be issued referred to hereinafter as the “Exercised Warrant Shares”),
registered in the Company’s share register in the name of the Holder or its designee. At the option of the Holder, such shares shall
be issued either: (i) in DRS book entry form, (ii) directly into a brokerage account by DWAC transfer (if eligible), or (iii) on one or
more certificates dispatched by overnight courier to the address as specified in the Exercise Notice. Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If
this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the Exercised Amount, then the Company shall as soon as practicable and in no event later than three Business Days after
any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number
of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the Exercised Amount.


 




    	 		 



     


    




 


If at any time after
the 6 month anniversary of the Issuance Date, the Market Price of one share of Common Stock is greater than the Exercise Price and the
Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive
Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner
described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event
the Company shall issue to Holder a number of shares of Common Stock computed using the following formula:


 


	X =      	Y (A-B)
	     A






 









	 	Where X =	 	the number of Shares to be issued to Holder.


 


	 	Y =  	 	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).


 


	 	A =  	 	the Market Price (at the date of such calculation).


 


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


 


 


If the Company fails
to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event
of default under the Note to the extent the Note remains outstanding and any portion thereof unpaid, and this Warrant. In addition, and
without in any way limiting the Holder’s right to pursue other remedies, including but not limited to, actual damages and/or equitable
relief, or the foregoing remedies, if the Company causes the Exercised Warrant Shares to not be delivered by the second (2nd) Trading
Day following the Warrant Share Delivery Date, Company shall pay to the Holder $1,000 per day in cash, for each day beyond the Warrant
Share Delivery Date that Company fails to deliver such Exercised Warrant Shares. Such cash amount shall be paid to Holder by the fifth
day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to Company by the first
day of the month following the month in which it has accrued), as follows: (i) in the event that the Note remains outstanding and any
portion thereof unpaid, such amount shall be added to the Original Principal Amount of the Note, in which event interest shall accrue
thereon in accordance with the terms of the Note and such additional principal amount shall be convertible into shares of Common Stock
in accordance with the terms of the Note; (ii) in the event that the Note is no longer outstanding and no portion thereof remains unpaid,
such amount shall be payable in shares of Common Stock based on the number of shares that would have been due under (i) above, had the
Note been outstanding, and pursuant to a conversion of such amount added to the Original Principal Amount of the Note. Company agrees
that the right to exercise is a valuable right to the Holder, and as such, Company will not take any actions to hamper, delay or prevent
any Holder from the exercise of this Warrant. The damages resulting from a failure, attempt to frustrate, interference with such exercise
right are difficult if not impossible to quantify. Accordingly, the Company acknowledges that the liquidated damages provision contained
in this section are justified.


 




    	 	2	 



     


    




 


(b)       No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction
a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.


 


		(c)	Holder’s Exercise Limitations. [OMITTED.]



 


2.         ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)       Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of it Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, shares
or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i)       any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined
by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of one share of Common Stock
on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s
Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of one
share of Common Stock on the Trading Day immediately preceding such record date; and


 


(ii)       the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of the Common Stock entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that
the Distribution is of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange
or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant
to purchase the Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical
to those of this Warrant, except that such warrant shall be exercisable into the number of the Other Shares of Common Stock that would
have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date
and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with
respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated
in accordance with the first part of this clause (ii).


 


(b)       Proportional
Adjustments of Outstanding Common Stock and Common Stock Dividends. If the Company shall at any time or from time to time after the
date hereof, issue additional shares of Common Stock to all of its current shareholders on a pro rata basis or pay a share dividend
in Common Stock, then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 2(b) shall be effective
at the close of business on the date the share split becomes effective or the date of payment of the share dividend, as applicable. For
the avoidance of doubt, this adjustment shall not apply when shares of outstanding Common Stock are merged proportionally across all shareholders
to form a smaller number of outstanding shares.


 




    	 	3	 



     


    

 


(c)       Anti-dilution
Adjustment. If at any time while this Warrant is outstanding, the Company sells or grants (or has sold or granted, as the case may
be) any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or has sold or issued, as the
case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible
into, exercisable for or otherwise entitled any person or entity the right to acquire Common Stock at an effective price per share that
is lower than the Exercise Price then in effect hereunder (such lower price, the “Base Exercise Price” and such issuances,
collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so
issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to
receive Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced to a price equal to
the Base Exercise Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price
payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior
to such adjustment. Such adjustment shall be made whenever such Common Stock or other securities are issued, provided however, that no
adjustment will be made under this Section 2(c) in respect of an Exempt Issuance. For purposes of this Section 2(c), an “Exempt
Issuance” shall have the meaning ascribed to such term in the Note. In the event of an issuance of securities involving multiple
tranches or closings, any adjustment pursuant to this Section 2(c) shall be calculated as if all such securities were issued at the initial
closing.


 


3.         FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another
entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company
effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders
of Common Stock are permitted to tender or exchange their Common Stock for other securities, cash or property and the holders of at least
50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than
as a result of a subdivision or combination of Common Stock) (in any such case, a “Fundamental Transaction”), then,
upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of common stock of the Successor
Entity or Common Stock of the Company and any additional consideration (the “Alternate Consideration”) receivable upon
or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained
herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of the Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.
To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the
Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate
Consideration.


 


4.         NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of formation, certificate of incorporation,
operating agreement, or bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action
as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not
increase the par value of its Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is
outstanding, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for
the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 




    	 	4	 



     


    

 


5.         WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle
the Holder to any voting rights or other rights as a shareholder of the Company. In addition, nothing contained in this Warrant shall
be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a
shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


		6.	REISSUANCE.



 


(a)       Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof) except the requirement
of a bond, issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)       Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall
be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as
the Issuance Date.


 


		7.	TRANSFER.



 


(a)       Notice
of Transfer. The Holder agrees that it will give written notice to the Company of its intent to transfer this Warrant or any Warrant
Shares, describing briefly the manner of any proposed transfer and such transfer requires the prior written consent of the Company, which
will not be unreasonably withheld or delayed. Promptly upon receiving such written notice, the Company shall present copies thereof to
the Company’s counsel. Subject to the aforesaid, if the proposed transfer may be effected without registration or qualification
(under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof, whereupon the
Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant,
all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may
be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable
in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the
Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute the
Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements
as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant
Shares.


 


(b)       If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section
7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities
in respect to such transfer or disposition as are permitted by law.


 


(c)       Any
transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant.


 


8.         NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Note. The Company shall provide the Holder with prompt written notice: (i) immediately upon
any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment, and (ii) at least 20 days
prior tothe date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common
Stock, (B) with respect to any grants, issuances or sales of any shares or other securities directly or indirectly convertible into or
exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of Common Stock, or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information
shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 




    	 	5	 



     


    

 


9.         AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


 


10.       GOVERNING
LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall
be brought only in the state courts or federal courts sitting in Florida. The parties to this Warrant hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue
or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event
that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it in the Note and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law.


 


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.       CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


		(a)	“Nasdaq” means The Nasdaq Stock Market (www.Nasdaq.com).



 


(b)       “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market,
as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade
price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does
not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no
last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security
as reported by the OTC Markets or any other similar domestic or foreign exchange. If the Closing Sale Price cannot be calculated for a
security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any share dividend,
share split, share combination or other similar transaction during the applicable calculation period.


 


(c)       “Principal
Market” means the primary national securities exchange or over the counter market on which the Common Stock is then traded.


 




    	 	6	 



     


    

 


(d)       “Market
Price” means the highest traded price of one share of the Common Stock during the thirty (30) Trading Days prior to the date
of the respective Exercise Notice.


 


(e)       “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common
Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter
market, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


[signature page follows]


 




    	 	7	 



     


    




 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	La Rosa Holdings Corp.
	 	 
	 	By:  	/s/ Kent Metzroth
	 	Name:	Kent Metzroth
	 	Title:	Executive Vice President and Chief 
	 	 	FinancialOfficer


 


[signature page to Warrant]


 




    	 	8	 



     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to exercise
this Common Stock Purchase Warrant)


 


THE UNDERSIGNED holder
hereby exercises the right to purchase ______________ shares of the Common Stock (“Warrant Shares”) of La Rosa Holdings
Corp., a corporation organized under the laws of the State of Nevada (the “Company”), evidenced by the attached
copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.


 


		1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):



 


		□	a cash exercise with respect to _______________ Warrant Shares; or



		□	by cashless exercise pursuant to the Warrant.



 


		2.	Payment of Exercise Price. If cash exercise is selected above, the Holder shall pay the applicable
Aggregate Exercise Price in the sum of $______________ to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery of Warrant Shares. The Company shall deliver to the holder _____________ Warrant Shares
in accordance with the terms of the Warrant.



 


	Date: 	 	 	 
	 	 	 	 
	 	 	 	(Print Name of Registered Holder)
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	Name:	 
	 	 	 	Title: 	 


 




    	 		 



     


    




 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer of
the Warrant)


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns, and transfers unto ________________ the right to purchase ______________ shares of Common Stock
of La Rosa Holdings Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________, as attorney-in-fact, to
transfer said right on the books of La Rosa Holdings Corp. with full power of substitution and re-substitution in the premises. By accepting
such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


	Dated: 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Signature) *
	 	 	 	 
	 	 	 	 
	 	 	 	(Name)
	 	 	 	 
	 	 	 	 
	 	 	 	(Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(Social Security or Tax Identification No.)


 


* The signature on this Assignment of
Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate
your position(s) and title(s) with such entity.