UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 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 1,000,000 shares (the “Firm 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 Alexander Capital L.P. (“Alexander” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). ”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Over‐allotment Option”), on the terms set forth in Section 1(b) hereof, to purchase up to an additional 150,000 shares of Common Stock (the “Option Shares”) and together with the Firm Shares, the “Shares”), and the offering of such Shares is hereinafter called the “Offering”. The Company has also agreed to issue to the Representative the Representative’s Warrants (as defined in Section 1(c)),
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 20, 2024, by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and [______], a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
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”).
ContractLa Rosa Holdings Corp. • October 13th, 2023 • 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) ALEXANDER CAPITAL L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 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 US Tiger Securities, Inc. (“USTS” 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 the Underw
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:
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
COMMON STOCK PURCHASE WARRANT LA ROSA HOLDINGS CORP.Common Stock Purchase Warrant • February 26th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $1,052,631.58 to the Holder (as defined below) of even date) (the “Note”), [______] (including any permitted and registered assigns, the “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 LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), 120,000 shares of Common Stock (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 per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 20, 2024, by and among the Company and the Holder (the “Purchase Agreement”
LA ROSA HOLDINGS CORP. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • August 3rd, 2022 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
Unless otherwise defined herein, the terms defined in the La Rosa Holdings Corp. 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
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. • October 12th, 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.
SECURITY AGREEMENTSecurity Agreement • February 26th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This SECURITY AGREEMENT, dated as of February 20, 2024 (this “Agreement”), is among La Rosa Holdings Corp., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and [______] (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT LA ROSA HOLDINGS CORP.Common Stock Purchase Warrant • April 5th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $1,316,000.00 to the Holder (as defined below) of even date) (the “Note”), [*], a Delaware limited partnership (including any permitted and registered assigns, the “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 LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), 150,000 shares of Common Stock (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 per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 1, 2024, by and among the Company and the Holder (t
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.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 23rd, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This Membership Interest Purchase Agreement (this “Agreement”), dated as of February 21, 2024 (the “Effective Date”), by and among LA ROSA HOLDINGS CORP., a Nevada corporation (the “Buyer”), and ABEL CRUZ JR. and SAMUEL CRUZ (each, a “Seller,” and together the “Sellers”), and LA ROSA REALTY WINTER GARDEN LLC, a Florida limited liability company located at 1165 E Plant St., Winter Garden, FL 34787 (the “Company,” and together with the Buyer and Sellers, the “Parties,” and individually, the “Party”).”
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”).”
LEAK OUT AGREEMENTLeak Out Agreement • February 23rd, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This Leak Out Agreement (the “Leak-Out Agreement”) is dated as of February 21, 2024 and is by and between La Rosa Holdings Corp., a Nevada corporation, whose address is 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747 (the “Company”), and [*]., whose address is [*] (the “Holder”). Each of the Company and the Holder is a “party” to this Agreement, and together, they are the “parties” hereto.
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.
EXCHANGE LISTING CAPITAL MARKET ADVISORY AGREEMENTCapital Market • December 17th, 2021 • 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.
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”).
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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2024, by and between LA ROSA HOLDINGS CORP., a Nevada corporation, with headquarters located at 1420 Celebration Blvd., 2nd Floor, Celebration, FL 34747 (the “Company”), and [*], a Delaware limited partnership, with its address at [*] (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 26th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 20, 2024, by and between LA ROSA HOLDINGS CORP., a Nevada corporation, with headquarters located at 1420 Celebration Blvd., 2nd Floor, Celebration, FL 34747 (the “Company”), and [______], with its address at [______] (the “Buyer”).
Epiphany Property Holdings, LLCLa Rosa Holdings Corp. • April 16th, 2024 • Real estate agents & managers (for others)
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.
EXCHANGE LISTING July 1, 2022 Via E-MailLa Rosa Holdings Corp. • August 3rd, 2022 • Real estate agents & managers (for others)
SECURITY AGREEMENTSecurity Agreement • April 5th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This SECURITY AGREEMENT, dated as of April 1, 2024 (this “Agreement”), is among La Rosa Holdings Corp., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and [*], a Delaware limited partnership (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • September 1st, 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 and May 17, 2023 (the “Agreement”), is made and entered into as of August 14, 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.
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”).”
AMENDMENT NO.2 TO ADVISORYAGREEMENTLa Rosa Holdings Corp. • August 3rd, 2022 • Real estate agents & managers (for others)
This Amendment No. 2 to the Advisory Agreement dated January 10, 2022 (the “Amendment No. 2”) is entered to and shall be effective as of July 20, 2022, by and between La Rosa Holdings Corp., a Nevada corporation, (the “Principal”), and Bonilla Opportunity Fund I, LTD (the “Share Partner”), having its principal place of business at 7901 Kingspointe Partway, Ste 8, Orlando FL 32819. The Principal and the Share Partner are each a “Party” to this Agreement and are collectively referred to herein as the “Parties”.
Commercial Net Lease for Part of BuildingLa Rosa Holdings Corp. • April 16th, 2024 • Real estate agents & managers (for others)
As part of the lease, Tenant and Tenant’s employees and customers may use the following additional facilities in common with other tenants, employees, and customers:
RETAIL LEASE (Osceola Village) LANDLORD: SGO OSCEOLA VILLAGE, LLC, a Delaware limited liability company (“Landlord”), TENANT: LA ROSA REALTY, LLC, a Florida limited liability company (“Tenant”) doing business as La Rosa RealtyRetail Lease • April 16th, 2024 • La Rosa Holdings Corp. • Real estate agents & managers (for others)
This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS (“Summary”) is hereby incorporated into and made a part of the attached Retail Lease which pertains to the Building described in Section 1.4 below. All references in the Lease to the “Lease” shall include this Summary. All references in the Lease to any term defined in this Summary shall have the meaning set forth in this Summary for such term. Any initially captalized terms used in this Summary and any initially capitalized terms in the Lease which are not otherwise defined in this Summary shall have the meaning given in the Lease.
AMENDMENT TO THE EMPLOYMENT AGREEMENTThe Employment 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.
