COMMON STOCK PURCHASE WARRANT LA ROSA HOLDINGS CORP.Common Stock Purchase Warrant • June 12th, 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 12th, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 1, 2024, by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and ABRI ADVISORS, LTD., a Bermuda company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • New York
WARRANT AGENCY AGREEMENT, dated as of [___], 2022 (“Agreement”) between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
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
LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 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 [ ] shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock”) to the several underwriters listed on Schedule A hereto (such underwriters, for whom US Tiger Securities, Inc. (“USTS” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). Such Shares are hereinafter called the “Firm Securities.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”), on the terms set forth in Section 1(b) hereof, to purchase up to an additional [ ] Shares (the “Option Shares” or “Option Securities”) and together with the Shares, the “Offered Securities”), and the offering of such Offered Securities is hereinafter called the “Offering”. The Company has also agreed to issue to the Representative the Underw
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].
COMMON STOCK PURCHASE WARRANT LA ROSA HOLDINGS CORP.Security Agreement • July 19th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $468,000.00 to the Holder (as defined below) of even date) (the “Note”), [*] (including any permitted and registered 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 of issuance hereof, to purchase from LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), 53,700 shares of Common Stock (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 per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated July 16, 2024, by and among the Company and the Holder (the “Purchase Agreement”).
LA ROSA HOLDINGS CORP. BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • October 4th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This BOARD OF DIRECTORS AGREEMENT (“Agreement”) by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services and shall become effective on October 4, 2024 (the “Effective Date”), according to the following terms and conditions:
UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 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 1,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) to the several underwriters listed on Schedule A hereto (such underwriters, for whom Alexander Capital L.P. (“Alexander” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). ”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Over‐allotment Option”), on the terms set forth in Section 1(b) hereof, to purchase up to an additional 150,000 shares of Common Stock (the “Option Shares”) and together with the Firm Shares, the “Shares”), and the offering of such Shares is hereinafter called the “Offering”. The Company has also agreed to issue to the Representative the Representative’s Warrants (as defined in Section 1(c)),
ContractWarrant Agreement • October 13th, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2024, by and between LA ROSA HOLDINGS CORP., a Nevada corporation, with headquarters located at 1420 Celebration Blvd., 2nd Floor, Celebration, FL 34747 (the “Company”), and ABRI ADVISORS, LTD., a Bermuda company, with its address at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (the “Buyer”).
COMMON SHARE PURCHASE WARRANT La Rosa Holdings Corp.Security Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This COMMON SHARE 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 Emmis Capital II, LLC, a limited liability corporation organized under the laws of the State of Delaware (including any permitted and registered assigns, each referred to hereinafter as “Holder”), of the senior secured convertible 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 Company’s common shares 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. This Warrant is issued by the Company as of t
LEAK OUT AGREEMENTLeak Out Agreement • November 14th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Leak Out Agreement (the “Leak-Out Agreement”) is dated as of November 11, 2024 and is entered into by and between La Rosa Holdings Corp., a Nevada corporation, whose address is 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747 (the “Company”), and [*], whose address is [*] (the “Holder”). Each of the Company and the Holder is a “party” to this Agreement, and together, they are the “parties” hereto.
SECURITY AGREEMENTSecurity Agreement • July 19th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This SECURITY AGREEMENT, dated as of July 16, 2024 (this “Agreement”), is among La Rosa Holdings Corp., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and [*] (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
ContractWarrant Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 14th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 11, 2024 (the “Effective Date”), by and among LA ROSA HOLDINGS CORP., a Nevada corporation (the “Buyer”), and ANDRES L. HEBRA (the “Seller”), and LA ROSA REALTY PREMIER, LLC, a Florida limited liability company located at 626 North Alafaya Trail, Suite 207, Orlando, Florida 32828 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Party”).”
ContractUnsecured Subordinated Promissory Note • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO LA ROSA HOLDINGS CORP. THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND SECURITIES LAWS. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER. THIS NOTE CONTAINS OTHER RESTRICTIONS ON TRANSFER.
Employment AgreementEmployment Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This Amended Employment Agreement (the “Agreement”) is made and entered into as of April 29, 2022, by and between Joe LaRosa (the “Executive”) and LaRosa Holding Company, a Nevada corporation (the “Company”). This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Executive concerning his Employment Agreement.
LA ROSA HOLDINGS CORP. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • August 3rd, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
Unless otherwise defined herein, the terms defined in the La Rosa Holdings Corp. 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Employment Agreement (the “Agreement”) dated as of the 10th day of January, 2022 and is between La Rosa Holdings Corp., a Nevada corporation (the “Company” ), and Alex Santos, an individual residing at [*] (“Executive”). Each of the Company and Executive are a “party” to this Agreement, and together they are the “parties” hereto.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 21, 2021 (the “Effective Date”), by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and MARIA FLORES-GARCIA, (the “Seller”), and HOREB KISSIMMEE REALTY LLC, a Florida limited liability company located at 3032 Dyer Blvd., Kissimmee Florida 34741 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”
CEDAR ADVANCE LLCStandard Merchant Cash Advance Agreement • May 24th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This is an Agreement dated 05/20/2024 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 12th, 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”).
EXTENSION AGREEMENTExtension Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This EXTENSION AGREEMENT (this "Agreement") dated as of October 25, 2022 and effective as of October 9, 2022, by and between La Rosa Holdings Corp., a Nevada corporation (“Company”) and _________________________ (“Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.
LA ROSA HOLDINGS CORP. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Delaware
Unless otherwise defined herein, the terms defined in the La Rosa Holdings Corp. 2022 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
EXCHANGE LISTING CAPITAL MARKET ADVISORY AGREEMENTCapital Market Advisory Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
THIS AGREEMENT, dated as of May 12, between LaRosa Realty Corp, (the “Company”), having its principal place of business at 120 Celebration Blvd, 2nd Floor, Celebration, Florida 34747 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on November 14, 2022, by La Rosa Holdings Corp., a corporation organized under the laws of the State of Nevada (the “Debtor”), in favor of Emmis Capital II, LLC, a limited liability corporation organized under the laws of the State of Delaware, and its permitted endorsees, transferees and assigns, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Purchasers (as defined below), party to the Securities Purchase Agreement, dated as of November 14, 2022 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
LEASE AGREEMENTLease Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
Landlord: Crosscreek Village Station LLC a Delaware limited liability company Shopping Center Name: Crosscreek Village
LEASE AGREEMENTLease Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 13th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Membership Interest Purchase Agreement (this “Agreement”), dated as of March 7, 2024 (the “Effective Date”), by and among LA ROSA HOLDINGS CORP., a Nevada corporation (the “Buyer”), and CARMEN G. DELGADO and CAMILLE VIERA-HEWELL (each, a “Seller,” and together the “Sellers”), and LA ROSA REALTY GEORGIA LLC, a Georgia limited liability company located at 175 John Morrow Jr Pkwy, Gainesville, GA 30501 (the “Company,” and together with the Buyer and Sellers, the “Parties,” and individually, the “Party”).”
Epiphany Property Holdings, LLCLease • April 16th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
TO THE EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Amendment (“Amendment”) to the Employment Agreement dated November 1, 2022 (the ”Agreement”) is made and entered into as of November 15, 2022, by and between La Rosa Holdings Corp., a Nevada corporation (the "Company"), and Kent Metzroth, an individual ("Executive"). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.
EXCHANGE LISTING July 1, 2022 Via E-MailCapital Market Advisory Agreement • August 3rd, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Amendment (“Amendment”) to the Employment Agreement dated November 1, 2022, as amended on November 15, 2022 and May 17, 2023 (the “Agreement”), is made and entered into as of August 14, 2023, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Kent Metzroth, an individual (“Executive”). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.
