LA ROSA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 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 “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 [____] 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)), which
ContractLa Rosa Holdings Corp. • September 1st, 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.
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.
CEDAR ADVANCE LLCAdvance Agreement • September 1st, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Florida
This is an Agreement dated 07/03/2023 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).
AMENDMENT No. 4 TO UNSECURED SUBORDINATED PROMISSORY NOTELa Rosa Holdings Corp. • September 1st, 2023 • Real estate agents & managers (for others)
This Amendment No. 4 (“Amendment”) to the Unsecured Subordinated Promissory Note No. A-1 dated August 22, 2022 (the ”Note”), is made and entered into as of August 25, 2023, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”) and Gina Salerno, an individual (“Holder”). Each of the Company and Holder is a “Party” to this Amendment and the Company and the Holder, collectively, the “Parties” hereto.
