AMENDMENT No. 2 TO THE SHARE VESTING, CANCELLATION AND REISSUANCE AGREEMENT

Exhibit 10.106

AMENDMENT No. 2

TO THE SHARE VESTING, CANCELLATION AND REISSUANCE AGREEMENT

This Amendment No. 2 (“Amendment”) to the Share Vesting, Cancellation and Reissuance Agreement dated December 8, 2022 and amended on May 18, 2023 (the ”Agreement”) is made and entered into as of June 8, 2023, by and between La Xxxx Holdings Corp., a State of Nevada corporation (the “Company”), having its principal place of business at 0000 Xxxxxxxxxxx Xxxx, 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxx 00000, on the one hand, and Xxxxxxx Opportunity Fund I, LTD (“BOF”), CGB-TRUST-1001-01-13-22 and ELG Trust 0000-00-00-00 (the “Trusts” and together with BOF the “Share Partner”), having its principal place of business at 0000 Xxxxxxxxxxx Xxxxxxx, Xxx 0, Xxxxxxx Xxxxxxx 00000, on the other hand. Company and Share Partner are referred to herein as the “Parties.”

RECITALS

WHEREAS, the Company and the Share Partners desire to amend the Agreement to revise certain terms, conditions and obligations of the Parties with respect to the number of shares to be reissued to the Share Partner pursuant to the Agreement.

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:

1. Section 3 of the Agreement is hereby deleted in its entirety, and in its place the following is inserted:

“ 3. REISSUANCE OF THE SHARES. The total number of Shares to be issued for the benefit of the Share Partner shall represent 4% of total Company shares issued and outstanding on the date of the closing of the IPO. One-half of such Shares shall be issued to ELG-TRUST-1004-09-01-13 and one- half of such Shares shall be issued to CGB-TRUST-1001-01-13-22, at the earlier of: (i) within ten days after the Company’s common stock commences trading on a Senior Exchange as set forth in the Advisory Agreement; or (ii) any Merger, SPAC or any similar deal structured by the Company with any third party; or (iii) July 31, 2023 (the “Closing”). Such issuance shall be in full satisfaction of Share Partner’s “true up” right to receive four percent (4%) of the issued and outstanding shares of the Company’s common stock at the time of its IPO.”

3. Except as set forth above, all of the terms, conditions and provisions of the Agreement shall be and remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This Amendment shall be effective on the date set forth above.

[SIGNATURE PAGE TO THE AMENDMENT FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on the date first written above.

“PRINCIPAL’’			“SHARE PARTNER’’
LA XXXX HOLDINGS CORP.			XXXXXXX OPPORTUNITY FUND I, LTD
By:	/s/ Xxxxxx La Xxxx		XXXXXXX OPPORTUNITY FUND I, LTD, a
	Xxxxxx Xx Xxxx, Chief Executive Officer		Florida limited partnership
			By:	XXXXXXX DEVELOPERS INC, a Florida corporation; the General Partner
			By:	/s/ Xxxxxx X. Xxxxxxx
				Xxxxxx X. Xxxxxxx, President
			ELG-TRUST-1004-09-01-13, Assignee
			By:	/s/ Xxxxxx X. Xxxxxxx
				Xxxxxx X. Xxxxxxx, Trustee
			By:	/s/ Xxxxxx X. Xxxxxxx
				Xxxxxx X. Xxxxxxx, Trustee
			CGB-TRUST-1001-01-13-22, Assignee
			By:	/s/ Xxxxxx X. Xxxxxxx
				Xxxxxx X. Xxxxxxx, Trustee
			By:	/s/ Xxxxxx X. Xxxxxxx
				Xxxxxx X. Xxxxxxx, Trustee