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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 14.1
La Rosa Holdings Corp. Code of Business Conduct and Ethics
1. Introduction.
1.1 The Board of Directors of La Rosa Holdings Corp. (together with its subsidiaries, the "Company") has adopted this Code of Business Conduct and Ethics (the "Code") in order to:
(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;
(c) promote compliance with applicable governmental laws, rules and regulations;
(d) promote the protection of Company assets, including corporate opportunities and confidential information;
(e) promote fair dealing practices;
(f) deter wrongdoing; and
(g) ensure accountability for adherence to the Code.
1.2 All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10, Reporting and Enforcement.
2. Honest and Ethical Conduct.
2.1 The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
2.2 Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.
3. Conflicts of Interest.
3.1 A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.
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3.2 Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer or their family members are expressly prohibited.
3.3 Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.
3.4 Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from Chief Compliance Officer who is appointed by the Chief Executive Officer. The Chief Compliance Officer may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Audit Committee of the Board of Directors with a written description of the activity and seeking the Audit Committee's written approval. Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from Audit Committee.
4. Compliance.
4.1 Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.
4.2 Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Chief Financial Officer or relevant committees of the Board of Directors of the Company.
4.3 No director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material nonpublic information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material nonpublic information regarding the Company or any other company to:
(a) obtain profit for himself or herself; or
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(b) directly or indirectly "tip" others who might make an investment decision on the basis of that information.
5. Disclosure.
5.1 The Company's periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.
5.2 Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel.
5.3 Each director, officer and employee who is involved in the Company's disclosure process must:
(a) be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and
(b) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.
6. Protection and Proper Use of Company Assets.
6.1 All directors, officers and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited.
6.2 All Company assets should be used only for legitimate business purposes, though incidental personal use may be permitted. If you have a question about personal use of Company assets, seek advice from the Chief Financial Officer. Any suspected incident of fraud or theft should be reported for investigation immediately.
6.3 The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
7. Corporate Opportunities. All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.
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8. Confidentiality. Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, suppliers or partners if disclosed.
9. Fair Dealing. Each director, officer and employee must deal fairly with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.
10. Reporting and Enforcement.
10.1 Reporting and Investigation of Violations.
(a) Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.
(b) Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the Chief Compliance Officer, if any, or the Chief Financial Officer.
(c) After receiving a report of an alleged prohibited action, the Audit Committee, or the Chief Compliance Officer must promptly take all appropriate actions necessary to investigate.
(d) All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.
10.2 Enforcement.
(a) The Company must ensure prompt and consistent action against violations of this Code.
(b) If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board of Directors.
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(c) If, after investigating a report of an alleged prohibited action by any other person, the Chief Compliance Officer, if any, or the Chief Financial Officer determines that a violation of this Code has occurred, he or she will report such determination to the Audit Committee.
(d) Upon receipt of a determination that there has been a violation of this Code, the Board of Directors will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities. Any director involved in a potential violation of the Code shall not participate in the deliberations of the Board or Audit Committee or in voting on any action relating thereto.
10.3 Waivers.
(a) The Board of Directors (in the case of a violation by a director or executive officer) and Audit Committee (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code.
(b) Any waiver for a director or an executive officer shall be disclosed as required by SEC and Nasdaq rules.
10.4 Prohibition on Retaliation.
The Company does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.
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Acknowledgment of Receipt and Review
Acknowledgment of Receipt and Review
To be signed and returned to the Chief Compliance Officer or Chief Financial Officer
I, _______________________, acknowledge that I have received and read a copy of La Rosa Holdings Corp. Code of Business Conduct and Ethics (the “Code”). I understand the contents of the Code and I agree to comply with the policies and procedures set out in the Code.
I understand that I should approach the Chief Compliance Officer or Chief Financial Officer if I have any questions about the Code generally or any questions about reporting a suspected conflict of interest or other violation of the Code.
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[PRINTED NAME] | |
[DATE] |
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