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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 10.46
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of January 10, 2022 by and between BONILLA OPPORTUNITY FUND I, LTD., having its principal place of business at 7901 Kingspointe Parkway, Ste. 8, Orlando FL 32819 (the “Consultant” or “Purchaser”), and LA ROSA HOLDINGS CORP. having its principal place of business at 120 Celebration Blvd., 2nd Floor, Celebration Florida 34747 (the “Seller”). The Purchaser and Seller may hereinafter be referred to as the “Parties” and each, a “Party.”
WHEREAS, the Seller authorized the sale and issuance of One Million Two Hundred Thousand (1,200,000) shares of common stock (equal to Four (4%) Percent of the current issues and outstanding shares of the Company) at a price of $0.0001 per share (the “Shares”) to Purchaser pursuant to a Consulting Agreement dated January 10, 2022. The Consultant shall be granted anti-dilution protection, on or until the date of Senior Exchange Listing only, so that the Consultant shall receive additional shares immediately after the Senior Exchange Listing so that the Consultant retains 4% of the Company's fully-diluted shares outstanding after the Senior Exchange Listing, including all shares issued or issuable associated with the Senior Exchange Listing. The shares shall have reverse split protection through the Senior Exchange Listing so that if the Company undertakes a reverse split as part of the of the Senior Exchange Listing, the Consultant shall receive additional shares immediately after the Senior Exchange Listing so that the Consultant retains the same percentage of shares post reverse split.
WHEREAS, this Agreement is to memorialize the purchase of the Shares pursuant to the terms hereunder and for the consideration set forth herein;
NOW THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the Parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale: Purchase Price.
(a) Subject to the terms and conditions set forth in this Agreement, Seller shall issue to Purchaser, and Purchaser shall accept from Seller, the Shares in exchange for One Hundred and Twenty Dollars ($120.00) (the “Purchase Price”).
(b) The Shares shall be sold, assigned and transferred to and purchased by Purchaser upon execution of this Agreement, as of the date first indicated above (the “Closing”), in consideration for the Purchase Price.
1.2 Closing.
| (a) | Upon Closing, Seller shall deliver to Purchaser the following: |
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| (i) | fully executed documentation, including, without limitation, the Agreement, that completely effectuates the sale of the Shares; and | |
| (ii) | stock certificate(s) and/ or Book Entry Statement for the Shares. |
(b) Upon Closing, Purchaser shall deliver to Seller the following:
| (i) | fully executed documentation, including, without limitation, the Agreement, that completely effectuates the purchase of the Shares; and | |
| (ii) | the Purchase Price. |
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Purchaser:
(a) Full Power and Authority. Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms;
(b) No Violation or Conflict: Consent. The execution, delivery and performance by Seller of this Agreement and consummation by Seller of the transactions contemplated hereby do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on Seller or (ii) violate any contract to which Seller is bound, or conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Seller is a party;
(c) Title. With respect to the sale of the Shares, (i) Seller is the sole record and beneficial owner of the Shares, free and clear of any taxes and liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”), other than restrictions on resales of the Shares or other restrictions that may exist under applicable securities laws; (ii) the Shares, when delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, free from all taxes and Encumbrances; (iii) the Shares to be delivered are not and will not be as of the Closing Date subject to any transfer restriction, other than the restriction that the Shares have not been registered under the Securities Act and, therefore, cannot be resold unless it is registered under the Securities Act or in a transaction exempt from or not subject to the registration requirements of the Securities Act (“Permitted Transfer Restriction”); (iv) upon the transfer of the Shares to Purchaser, Purchaser will acquire good and marketable title thereto, and will be the legal and beneficial owner of such the Shares, free and clear of any Encumbrances or transfer restrictions, other than the Permitted Transfer Restriction; (v) there are no outstanding rights, options, subscriptions or other agreements or commitments obligating Seller with respect to the Shares, and Seller has not granted any person a proxy that has not expired or been validly withdrawn;
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2.2 Representations and Warranties of Purchaser. Purchaser hereby makes the following representations and warranties to Seller:
(a) Full Power and Authority. Purchaser has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms;
(b) Restricted Securities. Purchaser understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they were acquired from Seller in a transaction not registered under the Securities Act; and
(c) Investment Intent. Purchaser is acquiring the Shares for his own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.
ARTICLE III
MISCELLANEOUS
3.1 Entire Agreement. The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.
3.2 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by Seller and Purchaser or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
3.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
3.4 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
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3.5 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each Party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either Party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
3.6 Survival. The representations, warranties, agreements and covenants contained herein shall not survive the Closing.
3.7 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.
3.8 Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affecting or impaired thereby and the Parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.
3.9 Notices. All notices or other communications required or permitted by this Agreement shall be in writing and sent to the other Party at the address set forth in the preamble hereto or to such other address as may be specified by any such Party to the other Party pursuant to notice given by such Party in accordance with the provisions of this Section 3.9, and shall be deemed to have been duly received:
(a) if given by courier, messenger or other means, when received or personally delivered;
(b) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails; and
(c) if given by fax, when transmitted and the appropriate confirmation received, as applicable, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission
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3.10 Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.
3.11 Reverse Split. In the event that the Seller undertakes a reverse split as part of its listing to NASDAQ then the Seller agrees to issue additional shares to the Buyer, so the Buyer will receive, post-reverse split, the same 4% of total company common shares of stock as set forth in this Agreement.
3.12 Anti-Dilution. The Consultant shall be granted anti-dilution protection so that the Consultant shall receive additional shares immediately after the Senior Exchange Listing so that the Consultant retains 4% of the Company’s outstanding shares on a fully-diluted basis after the Senior Exchange Listing, including all shares issued or issuable associated with the Senior Exchange Listing.
3.13 Registration Rights. The Seller agrees to include the Shares in any registration statement filed by the Seller with the Securities and Exchange Commission.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be duly executed as of the date first indicated above.
| SELLLER: | ||
| LA ROSA HOLDINGS CORP. | ||
| By: | /s/ Joe La Rosa | |
| Joe La Rosa, Director | ||
| PURCHASER: | |
| BONILLA OPPORTUNITY FUND I, LTD, a | |
| Florida limited partnership |
| By: | BONILLA DEVELOPERS INC, a Florida corporation General Partner |
| By: | /s/ Carlos G. Bonilla | |
| 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 | ||||