LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 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
ContractWarrant Agreement • October 12th, 2022 • 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) MAXIM GROUP LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF MAXIM GROUP LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
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.
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Amendment dated as of September 15, 2022 (“Amendment”) amends the Membership Interest 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 RICKY MILLER, (the “Seller”), and LA ROSA REALTY LAKELAND LLC, a Florida limited liability company located at 145 Horizon Ct., Lakeland Florida 33813 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”
CAPITAL MARKET ADVISORY AGREEMENTCapital Market Advisory Agreement • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
THIS AGREEMENT, dated as of July 1, 2022, between LaRosa Holdings, Inc. (the “Company”), having its principal place of business at 1420 Celebration Boulevard, 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.
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Amendment dated as of September 15, 2022 (“Amendment”) amends the 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”).”
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Amendment dated as of September 15, 2022 (“Amendment”) amends the Membership Interest Purchase Agreement (this “Agreement”), dated as of January 5, 2022 (the “Effective Date”), by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and KEVIN GUZMAN and CARMEN AILEEN GUZMAN, (together the “Seller”), and LA ROSA REALTY THE ELITE LLC, a Florida limited liability company located at 3815 Maryweather Lane, Suite 101, Wesley Chapel, FL 33544 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Amendment dated as of September 15, 2022 (“Amendment”) amends the Stock Purchase Agreement (the “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 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Amendment dated as of September 15, 2022 (“Amendment”) amends the Membership Interest Purchase Agreement (this “Agreement”), dated as of January 11, 2022 (the “Effective Date”), is 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”).”
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 12th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Amendment dated as of September 15, 2022 (“Amendment”) amends the Membership Interest Purchase Agreement (this “Agreement”), dated as of January 7, 2022 (the “Effective Date”), by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and Carlos G. Bonilla, (the “Seller”), and La Rosa CW Properties LLC, a Florida limited liability company located at 407 Wekiva Springs Rd., Ste 207, Longwood FL 32779 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”
