LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 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
COMMON SHARE PURCHASE WARRANT La Rosa Holdings Corp.Common Share Purchase Warrant • 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
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Employment Agreement (the “Agreement”) dated as of the 1st day of November, 2022 is between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Kent Metzroth, an individual residing at 150 E Robinson Street, Unit 2802 Orlando, FL 32801 (“Executive”). Each of the Company and Executive are a “party” to this Agreement, and together they are the “parties” hereto.
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.
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”).
TO THE EMPLOYMENT AGREEMENTThe Employment 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of November 14, 2022, by and among La Rosa Holdings Corp., a corporation organized under the laws of the state of Nevada (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and the Collateral Agent (as defined below).
TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Amendment No. 2 (“Amendment”) to the Employment Agreement dated November 18, 2021 (the ”Agreement”) is made and entered into as of October 18, 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.
SECOND EXTENSION AGREEMENTSecond Extension Agreement • December 14th, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This SECOND 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.
