LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 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 Spartan Capital Securities LLC (“Spartan” 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 th
ContractWarrant Agreement • May 19th, 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) SPARTAN CAPITAL SECURITIES LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This Amendment (“Amendment”) to the Amended and Restated Employment Agreement dated April 29, 2022 (the ”Agreement”), is made and entered into as of May 17, 2023, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Joseph La Rosa, an individual (“Executive”). Each of the Company and Executive is a “Party” to this Amendment and the Company and Executive, collectively, the “Parties” hereto.
SHARE VESTING, CANCELLATION AND REISSUANCE AGREEMENTShare Vesting, Cancellation and Reissuance Agreement • May 19th, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
THIS SHARE VESTING, CANCELLATION, AND ISSUANCE AGREEMENT, dated as of December 8, 2022 (the “Agreement”), between La Rosa Holdings Corp., a State of Nevada corporation (the “Company”), having its principal place of business at 1420 Celebration Blvd, 2nd Floor, Celebration, Florida 34747, on the one hand, and Bonilla Opportunity Fund I, LTD (“BOF”), CGB-TRUST-1001-01- 13-22 and ELG Trust 1004-09-01-13 (the “Trusts” and together with BOF the “Share Partner”), having its principal place of business at 7901 Kingspointe Parkway, Ste 8, Orlando Fl 32819, on the other hand. Company and Share Partner are referred to herein as the “Parties.”
AMENDMENT No. 1Share Vesting, Cancellation and Reissuance Agreement • May 19th, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Amendment No. 1 (“Amendment”) to the Share Vesting, Cancellation and Reissuance Agreement dated December 8, 2022 (the ”Agreement”) is made and entered into as of May 18, 2023, by and between La Rosa Holdings Corp., a State of Nevada corporation (the “Company”), having its principal place of business at 1420 Celebration Blvd, 2nd Floor, Celebration, Florida 34747, on the one hand, and Bonilla Opportunity Fund I, LTD (“BOF”), CGB- TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 (the “Trusts” and together with BOF the “Share Partner”), having its principal place of business at 7901 Kingspointe Parkway, Ste 8, Orlando Florida 32819, on the other hand. Company and Share Partner are referred to herein as the “Parties.”
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 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 (the ”Agreement”), is made and entered into as of May 17, 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.
