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 14th, 2022 • 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
LA ROSA HOLDINGS CORP. BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
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 sixty (60) days after the Company files its first draft of its registration statement on Form S-l for its initial public offering (the “Effective Date”), according to the following terms and conditions:
ContractLa Rosa Holdings Corp. • June 14th, 2022 • 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.
ContractLa Rosa Holdings Corp. • June 14th, 2022 • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Employment Agreement (the “Agreement”) dated as of the 17th day of May, 2022 is between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Josh Epstein, 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 January 11, 2022 (the “Effective Date”), by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and Thomas R. Stewart (the “Seller”), and La Rosa Realty North Florida, LLC, a Florida limited liability company, located at 9250 Baymeadows Rd. Ste 230, Jacksonville FL 32256 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”
EXCHANGE LISTING CAPITAL MARKET ADVISORY AGREEMENTCapital Market • 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.
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
AMENDMENT No. 2 TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Amendment No. 2 (“Amendment”) to the Employment Agreement dated January 10, 2022 (the ''Agreement”) is made and entered into as of April 7, 2022, by and between La Rosa Holdings Corp., a Nevada corporation (the "Company"), and Brad Wolfe, an individual ("Executive"). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of January 10, 2022 by and between BONILLA OPPORTUNITY FUND I, LTD., having its principal place of business at 7901 Kingspointe Parkway, Ste. 8, Orlando FL 32819 (the “Consultant” or “Purchaser”), and LA ROSA HOLDINGS CORP. having its principal place of business at 120 Celebration Blvd., 2nd Floor, Celebration Florida 34747 (the “Seller”). The Purchaser and Seller may hereinafter be referred to as the “Parties” and each, a “Party.”
AMENDMENT No. 1 TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Amendment No. 1 (“Amendment”) to the Employment Agreement dated May 17, 2022 (the ”Agreement”) is made and entered into and effective as of June 13, 2022, by and between La Rosa Holdings Corp., a Nevada corporation (the "Company"), and Josh Epstein, an individual ("Executive"). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.
LA ROSA HOLDINGS CORP. CONVERTIBLE NOTE PURCHASE AGREEMENT July 22, 2021Convertible Note Purchase Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This Convertible Note Purchase Agreement (the “Agreement”) is made as of the 22 day of July, 2021 by and among La Rosa Holdings Corp., a Nevada corporation (“LRHC” or the “Company”), and the Subscriber(s) listed on Exhibit A attached to this Agreement (the “Subscriber”). Each of the Company and a Subscriber is a “party” to this Agreement, and one or more of them are the “parties” hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Texas
This Employment Agreement (this ''Agreement”) is made and entered into as of January 10th, 2022 (the "Effective Date") by and between La Rosa Holdings Corp., a Nevada corporation (the "Company"), and Brad Wolfe, an individual ("Executive", with the Company and Executive collectively the "Parties").
REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGEReorganization Agreement and Plan of Share Exchange • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of July 22, 2021, is entered into by and among La Rosa Coaching, LLC, a Florida limited liability company (“Coaching”), La Rosa CRE LLC, a Florida limited liability company (“CRE”), La Rosa Franchising, LLC, a Florida limited liability company (“Franchising”), La Rosa Property Management LLC, a Florida limited liability company (“Property Management”), La Rosa Realty, LLC, a Florida limited liability company (“Realty”), La Rosa Holdings Corp., a Nevada corporation (the “Holding Company”), and Joseph La Rosa, a resident of the State of Florida (“Mr. La Rosa”). Each of Coaching, CRE, Franchising, Property Management and Realty and the Holding Company and Mr. La Rosa is a “party” to this Agreement, and one of more of them are the “parties” hereto as the context may require.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Stock Purchase Agreement (this “Agreement”), dated as of January 6, 2022 (the “Effective Date”), by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and NORKIS FERNANDEZ, (the “Seller”), and LA ROSA REALTY LAKE NONA, INC, a Florida corporation located at 8236 Lee Vista Blvd. Orlando, FL 32829 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”
AMENDMENT No. 1 TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • June 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Amendment No. 1 (“Amendment”) to the Employment Agreement dated November 18, 2021 (the ”Agreement”) is made and entered into as of June 9, 2022 and effective as of June 1, 2022, by and between La Rosa Holdings Corp., a Nevada corporation (the "Company"), and Mark Gracy, 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 December 16, 2021 Via E-MailLa Rosa Holdings Corp. • June 14th, 2022 • Real estate agents & managers (for others)
