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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/14/22 La Rosa Holdings Corp. S-1/A 84:12M DataTracks Svcs Ltd./FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.97M
(General Form)
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 182K
3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 25K
4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 47K
5: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 107K
6: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 19K
7: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 19K
8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 28K
9: EX-4.3 Instrument Defining the Rights of Security Holders HTML 65K
10: EX-4.4 Instrument Defining the Rights of Security Holders HTML 107K
11: EX-10.1 Material Contract HTML 92K
20: EX-10.10 Material Contract HTML 87K
21: EX-10.11 Material Contract HTML 64K
22: EX-10.12 Material Contract HTML 63K
23: EX-10.13 Material Contract HTML 63K
24: EX-10.14 Material Contract HTML 62K
25: EX-10.15 Material Contract HTML 62K
26: EX-10.16 Material Contract HTML 63K
27: EX-10.17 Material Contract HTML 63K
28: EX-10.18 Material Contract HTML 62K
29: EX-10.19 Material Contract HTML 63K
12: EX-10.2 Material Contract HTML 77K
30: EX-10.20 Material Contract HTML 62K
31: EX-10.21 Material Contract HTML 63K
32: EX-10.22 Material Contract HTML 61K
33: EX-10.23 Exhibit 10.2 HTML 32K
34: EX-10.24 Material Contract HTML 63K
35: EX-10.25 Material Contract HTML 62K
36: EX-10.26 Material Contract HTML 63K
37: EX-10.27 Material Contract HTML 63K
38: EX-10.28 Material Contract HTML 656K
39: EX-10.29 Material Contract HTML 50K
13: EX-10.3 Material Contract HTML 41K
40: EX-10.30 Material Contract HTML 120K
41: EX-10.31 Exhibit 10.3 HTML 147K
42: EX-10.32 Material Contract HTML 49K
43: EX-10.33 Exhibit 10.3 HTML 23K
44: EX-10.34 Material Contract HTML 66K
45: EX-10.35 Material Contract HTML 64K
46: EX-10.36 Material Contract HTML 63K
47: EX-10.37 Exhibit 10.3 HTML 62K
48: EX-10.38 Material Contract HTML 93K
49: EX-10.39 Material Contract HTML 64K
14: EX-10.4 Material Contract HTML 54K
50: EX-10.40 Material Contract HTML 60K
51: EX-10.41 Exhibit 10.4 HTML 64K
52: EX-10.42 Material Contract HTML 59K
53: EX-10.43 Exhibit 10.4 HTML 59K
54: EX-10.44 Material Contract HTML 66K
55: EX-10.45 Material Contract HTML 33K
56: EX-10.46 Material Contract HTML 40K
57: EX-10.47 Material Contract HTML 31K
58: EX-10.48 Material Contract HTML 55K
59: EX-10.49 Material Contract HTML 26K
15: EX-10.5 Material Contract HTML 61K
60: EX-10.50 Material Contract HTML 31K
61: EX-10.51 Exhibit 10.5 HTML 56K
62: EX-10.52 Material Contract HTML 76K
63: EX-10.53 Material Contract HTML 26K
64: EX-10.54 Material Contract HTML 20K
65: EX-10.55 Material Contract HTML 60K
66: EX-10.56 Material Contract HTML 23K
67: EX-10.57 Material Contract HTML 56K
68: EX-10.58 Material Contract HTML 54K
69: EX-10.59 Material Contract HTML 53K
16: EX-10.6 Material Contract HTML 104K
70: EX-10.60 Material Contract HTML 63K
71: EX-10.61 Material Contract HTML 24K
72: EX-10.62 Material Contract HTML 26K
17: EX-10.7 Material Contract HTML 106K
18: EX-10.8 Material Contract HTML 103K
19: EX-10.9 Material Contract HTML 103K
73: EX-14.1 Code of Ethics HTML 37K
74: EX-21.1 Subsidiaries List HTML 20K
75: EX-23.1 Consent of Expert or Counsel HTML 20K
76: EX-23.3 Consent of Expert or Counsel HTML 20K
84: EX-FILING FEES Ex-Filing Fee HTML 61K
77: EX-99.1 Miscellaneous Exhibit HTML 20K
78: EX-99.2 Miscellaneous Exhibit HTML 20K
79: EX-99.3 Miscellaneous Exhibit HTML 20K
80: EX-99.4 Miscellaneous Exhibit HTML 20K
81: EX-99.5 Miscellaneous Exhibit HTML 47K
82: EX-99.6 Miscellaneous Exhibit HTML 35K
83: EX-99.7 Miscellaneous Exhibit HTML 39K
Exhibit 10.45
LA ROSA HOLDINGS CORP.
THIS AGREEMENT, dated as of January 10, 2022 between La Rosa Holdings Corp., a State of Nevada corporation (the “Principal”), having its principal place of business at 120 Celebration Blvd, 2nd Floor, Celebration, Florida 34747 and Bonilla Opportunity Fund I, LTD (“Share Partner”), having its principal place of business at 7901 Kingspointe Parkway, Ste 8, Orlando Fl 32819.
RECITALS
WHEREAS, Share Partner has assisted and continues to assist Principal in engaging professionals and providing general consulting advice for the creation of a IPO structure for Principal to go public; and
WHEREAS, the Principal has engaged Share Partner to perform certain advisory services for the Principal related to IPO process, to perform services for the Principal, including capital raising, and as subject to the terms and conditions of this Agreement;
THEREFORE, for the mutual promises contained herein, the parties hereto agree as follows:
AGREEMENT
1. ENGAGEMENT OF SHARE PARTNER. Principal confirms its continuing engagement of Share Partner and Share Partner hereby agrees to continue rendering advisory services for the Principal (the “Services”), upon the terms and conditions hereinafter set forth.
A. Duties. Share Partner performs its services as reasonably requested by the Principal, including but not limited to the Services described herein. Share Partner shall devote Consultant's commercially reasonable efforts to raise capital for payment of costs associated with the IPO, work in coordination with all other professionals and consultants to structure and assist the IPO process.
B. Responsibilities. Assist with the analysis of the Principal’s business objectives; through ELP Global PLLC, assist with structure and contracts for returning franchisee business under the IPO umbrella entity; and other services as may be requested by Principal. Share Partner shall be responsible for compensation to ELP Global PLLC for legal advice and related services to the IPO, not the Principal.
2. TERM. The term of this Agreement shall commence on the execution date and shall continue until Principal is trading on a Senior Exchange.
3. COMPENSATION. The Principal agrees to compensate the Share Partner in the following manner as consideration of the Services to be rendered hereunder:
A. Monthly: $0.00 (waived)
B. Payable upon a Senior Exchange Listing: $0.00 (waived)
C. Share Offering: Total 4% (2% to Carlos G. Bonilla or its designee, 2% to Carlos J. Bonilla or its designee - through this Agreement).
(a) Upon execution of this Agreement, the Principal agrees to sell to the Consultant, or its designees, at par value shares of Principal common stock equal to four percent (4%) of the Principal’s fully-diluted shares outstanding at a price of $.0001 per share. Such shares are to be held in book entry at the transfer agent and shall not be eligible to be sold by the Share Partner until the Principal trades on a Senior Exchange. The Share Partner shall be granted anti-dilution protection so that the Share Partner shall receive additional shares immediately after the Senior Exchange Listing so that the Share Partner retains 4% of the Principal’s fully-diluted shares outstanding after the Senior Exchange Listing, including all shares issued or issuable associated with the Senior Exchange Listing; and
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4. INDEPENDENT CONTRACTOR.
It is expressly agreed that Share Partner is acting as an independent contractor in performing its services hereunder, and this Agreement is not intended to, nor does it create, an employer-employee relationship nor shall it be construed as creating any joint venture or partnership between the Principal and Share Partner.
5. ASSIGNMENT.
No assignment of this Agreement shall be allowed unless it is in writing and approved by the parties.
7. GENERAL PROVISIONS.
A. Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Each of the parties hereto consents to such jurisdiction for the enforcement of this Agreement and matters pertaining to the transaction and activities contemplated hereby.
B. Complete Agreement. This Agreement supersedes any and all of the other agreements, either oral or in writing, between the Parties with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to such subject matter in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. This Agreement may be changed or amended only by an amendment in writing signed by all of the Parties or their respective successors-in-interest.
C. Binding. Except as aforesaid, this Agreement shall be binding upon and inure to the benefit of the successors-in-interest, assigns and personal representatives of the respective Parties.
D. Notices. All notices and other communications provided for or permitted hereunder shall be made by hand delivery, first class mail, telex or telecopied, addressed as follows:
| Principal: | LaRosa Realty Corp. |
| 120 Celebration Blvd, | |
| 2nd Floor | |
| Celebration, Florida 34747 | |
| Attn: Joe LaRosa, CEO | |
| joe@larosarealtycorp.com | |
| Advisor: | Bonilla Opportunity Fund I, LTD |
| (“Share Partner”) | |
| 7901 Kingspointe Parkway, Ste 8, Orlando | |
| Fl 32819 | |
| E-mail: carlos @elpglobal.com |
E. Unenforceable Terms. Any provision hereof prohibited by law or unenforceable under the law of any jurisdiction in which such provision is applicable shall as to such jurisdiction only be ineffective without affecting any other provision of this Agreement. To the full extent, however, that such applicable law may be waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms, the Parties hereto hereby waive such applicable law knowingly and understanding the effect of such waiver.
C:
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F. Execution in Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute one agreement binding on all the Parties, notwithstanding that all the Parties are not signatory to the original and same counterpart.
G. Entire Agreement. This Agreement, together with the documents and exhibits referred to herein, embodies the entire understanding among the parties and merges all prior discussions or communications among them, and no party shall be bound by any definitions, conditions, warranties, or representations other than as expressly stated in this Agreement, or as subsequently set forth in writing, signed by the duly authorized representatives of all of the parties hereto. This agreement, when executed shall supersede and render null and void any and all preceding oral or written understandings and agreements.
H. Not Acting as a Broker-Dealer/Legal. The Principal hereby acknowledges that Share Partner is not a licensed broker-dealer and is not raising capital for the Principal.
10. INDEMNIFICATION.
Share Partner agrees to indemnify and hold harmless the Principal and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Share Partner or Consultant’s assistants, employees, contractors or agents, (ii) a determination by a court or agency that the Share Partner is not an independent contractor, (iii) any material breach by the Share Partner or Consultant’s assistants, employees, contractors or agents of any of the covenants contained in this Agreement and corresponding Confidential Information and Invention Assignment Agreement, (iv) any failure of Share Partner to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation of a third party’s rights resulting in whole or in part from the Principal’s use of the Inventions or other deliverables of Share Partner under this Agreement.
Principal agrees to indemnify and hold harmless the Share Partner and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with any negligent, reckless or intentionally wrongful act of the Principal or the Principal’s officers, directors, employees, contractors or agents.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
| “PRINCIPAL’’ | “SHARE PARTNER’’ | |||
| LA ROSA HOLDINGS CORP. | BONILLA OPPORTUNITY FUND I, LTD | |||
| By: | /s/ Joseph La Rosa, Director | BONILLA OPPORTUNITY FUND I, LTD, a | ||
| Joseph La Rosa, Director | Florida limited partnership | |||
| By: BONILLA DEVELOPERS INC, a Florida corporation; the General Partner | ||||
| By: | /s/ Carlos G. Bonilla, President | |||
| Carlos G. Bonilla, President | ||||
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| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/14/22 | None on these Dates | ||
| 1/10/22 | ||||
| List all Filings | ||||