Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of March 15, 2024, is entered into between Yeimalis Acevedo-Rasmussen, an individual (“Seller”), and La Rosa Holdings Corp., a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

RECITALS

WHEREAS, Seller owns five hundred (500) issued and outstanding shares (the “Shares”) of common stock, no par value per share (the “Common Stock”), of La Rosa Realty California, a California corporation (the “Company”), representing percent (50%) of all of the issued and outstanding shares of capital stock of the Company; and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, one (1) Share, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
PURCHASE AND SALE

Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.01), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Share, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “Encumbrance”), for the consideration specified in Section 1.02.

Section 1.02 Purchase Price. The aggregate purchase price for the Share shall be $2,413.99 (the “Purchase Price”), payable in shares of unregistered shares of common stock, par value $0.0001 per share, of Buyer (the “Common Stock”) as set forth on Schedule A attached hereto (the “Buyer Shares”), based on the official closing price of the Share of Common Stock as reported by The Nasdaq Stock Market, LLC on the trading day immediately prior to the Closing Date.

ARTICLE IICLOSING

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement on the date of this Agreement (the “Closing Date”) at a place and manner as the parties may mutually agree upon.

Section 2.02 Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:

(a) A duly executed stock power, the form of which is attached hereto as Exhibit A, duly transferring the Share to Buyer.

(b) Seller’s resignation from the board of directors of the Company, the form of which is attached hereto as Exhibit B;

(c) A duly executed unanimous written consent, in the form attached hereto as Exhibit C, of the board of directors of the Company therein appointing Joseph La Rosa as a member of the Company’s board of directors and accepting Seller’s resignation as a member of the Company’s board of directors, effective as of the Closing Date.

(d) A duly executed Leak-Out Agreement, the form of which is attached hereto as Exhibit D;

(e) A duly executed Proxy Agreement, the form of which is attached hereto as Exhibit E;

(f) A duly executed Cross Receipt, the form of which is attached hereto as Exhibit F;

(g) Any other documents as may be reasonably requested by Buyer.

Section 2.03 Buyer’s Deliverables. At the Closing, Buyer shall deliver the Seller the following:

(a) The Buyer Shares;

(b) A duly executed Leak-Out Agreement, the form of which is attached hereto as Exhibit D;

(c) A duly executed Proxy Agreement, the form of which is attached hereto as Exhibit E;

(d) A duly executed Cross Receipt, the Form of which is attached hereto as Exhibit F;

As used herein, “Transaction Documents” shall mean this Agreement, the Stock Power, the Resignation, the Board Resolutions, the Leak-Out Agreement, the Proxy Agreement, the Cross Receipt, and any and all other documents or agreements executed in connection with the transactions contemplated hereby, including but not limited to any schedules, exhibits, and ancillary agreements referenced herein.

Section 2.04 Book Entry Form of Buyer Shares. It is hereby agreed and acknowledged by the Seller that the Buyer Shares issued as consideration for the Share under Section 1.02 shall be issued in book-entry form. The Buyer shall instruct its transfer agent to credit the account of Seller with the Buyer Shares in such form, evidencing the Seller’s ownership of said shares without the need for physical certificates. The transfer agent shall provide Seller with a statement reflecting the credit of the Buyer Shares to Seller’s account promptly following the Closing Date.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents, warrants and covenants to Buyer as to the following:

Section 3.01 Title to the Share. Seller is the record and beneficial owner of the Share, free and clear of all Encumbrances (other than restrictions on transfer arising under applicable state or federal securities laws). Upon the consummation of the transactions contemplated by this Agreement, Buyer shall acquire from such Seller good, valid, and marketable title to the Share, free and clear of any Encumbrance (other than restrictions on transfer arising under applicable state or federal securities laws). “Encumbrance” means any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance.

Section 3.02 Enforceability. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of Seller enforceable against such Seller in accordance with its terms. When each Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller, such Transaction Document will constitute a legal and binding obligation of the Seller enforceable against it in accordance with its terms.

Section 3.03 No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not require the consent, notice or other action by any individual, corporation, partnership, trust, limited liability company, association, or other entity (“Person”) under any contract to which Seller is a party. No consent or approval is required by or with respect to Seller in connection with the execution and delivery of this Agreement and the Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby.

Section 3.04 Legal Proceedings. There are no legal proceedings or claims pending or, to such Seller’s knowledge, threatened against or by Seller relating to or that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 3.05 Accredited Investor and Sophisticated Purchaser Acknowledgment. Seller hereby represents and warrants to Buyer that Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or a “sophisticated purchaser” as defined by the Securities Act, capable of evaluating the merits and risks of the investment in the Buyer Shares. Seller acknowledges that the investment in the Buyer Shares involves a high degree of risk and is capable of bearing the entire loss of its investment.

Section 3.06 Investment Purpose. Seller is acquiring the Buyer Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof or any other security related thereto within the meaning of the Securities Act.

Section 3.07 Restricted Shares Acknowledgment. Seller hereby acknowledges and agrees that the Buyer Shares to be received by Seller as consideration for the sale of the Share pursuant to this Agreement are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act. Seller understands that the Buyer Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Buyer Shares or an available exemption from registration under the Securities Act, the Buyer Shares must be held indefinitely. Seller further acknowledges that Seller is familiar with Rule 144, as in effect on the date hereof, and understands the resale limitations imposed thereby and by the Securities Act.

Section 3.08 Restrictive Legends. The Buyer understands that until such time as the Buyer Shares have been registered under the Securities Act or until the Buyer Shares may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Buyer Shares):

“The shares of common stock evidenced by this [entry/certificate] have not been registered under the Securities Act of 1933, as amended (the “Act”) or any state securities act (“State Act”). They may not be sold or offered for sale or otherwise transferred in any manner except: (i) in conjunction with an effective registration statement as to the shares under the Act, and any applicable State Act, (ii) pursuant to the terms of Rule 144 under the Act, or (iii) pursuant to an opinion of counsel satisfactory to the Company that such registration or compliance with Rule 144 is not required.

“The shares evidenced by this [entry/certificate] are subject to a Leak-Out Agreement, dated as of March 15, 2024, between the Issuer and the Holder, a copy of which is on file with the Secretary of the Issuer. The Leak-Out Agreement restricts the sale, disposition, transfer, assignment, pledge, hypothecation, or any transaction to such effect of the shares represented by this certificate, directly or indirectly, including, without limitation, any sales, short sales, swaps or any derivative transactions equivalent to any sales or short positions. During the Leak-Out Period, as defined in the Leak-Out Agreement, the Holder is entitled to dispose of only one-twelfth (1/12) of the shares per calendar month. Any attempt to dispose of these shares in violation of the Leak-Out Agreement may result in severe legal consequences.”

Section 3.09 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Transaction Document based upon arrangements made by or on behalf of such Seller.

Section 3.10 Seller Assistance. Seller hereby agrees to take all necessary actions and to provide all reasonable assistance to Buyer as may be required to effectively execute and complete the transactions contemplated by this Agreement, including but not limited to, executing any additional documents, providing requisite information, and obtaining necessary consents, approvals, or waivers that may be required to fully effectuate and realize the intentions and objectives of this Agreement.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OFBUYER

Buyer represents, warrants and covenants to Seller as to the following:

Section 4.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and each Transaction Document constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

Section 4.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the articles of incorporation, bylaws, or other governing documents of Buyer; (b) violate or conflict with any provision of any law or Governmental Order applicable to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by Person.

Legal Opinion Payment. Upon the request of the Buyer from to time to time (for no more than two requests per year), the Seller shall be responsible (at its cost) for promptly supplying to the Buyer’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Buyer Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Buyer Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at its own cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Section 4.03 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE V
INDEMNIFICATION

Section 5.01 Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE V, Seller shall indemnify and defend each of Buyer and its affiliates (including the Company) and their respective representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all losses incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to, or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or the other Transaction Documents; or

(b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or the other Transaction Documents.

Section 5.02 Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE V, Buyer shall indemnify and defend each of Seller and its affiliates and their respective representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Seller Indemnitees based upon, arising out of, with respect to, or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction Documents; or

(b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.

Section 5.03 Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such action, the Indemnified Party may, but shall not be obligated to, defend against such action in such manner as it may deem appropriate, including settling such action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Section 5.04 Survival. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall survive the Closing and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days. Notwithstanding the foregoing, any claims which are timely asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Section 5.05 Cumulative Remedies. The rights and remedies provided for in this ARTICLE V are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

ARTICLE VI
MISCELLANEOUS

Section 6.01 Approval and Inspection Rights. The Seller, as long as Seller remains a stockholder of the Company, shall retain the right to vote on, or approve, any decisions that may have a direct or indirect effect on the growth, expansion, consolidation, and restructuring of the Company. Furthermore, as long as the Seller remains a stockholder of the Company, Seller shall have the right to inspect the books and records of the Company, and to receive dividends or distributions of profits as determined by the Company.

Section 6.02 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 6.03 Notices. All notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.02):

Section 6.04 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 6.05 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.

Section 6.06 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, any exhibits, and the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 6.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 6.08 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 6.09 Governing Law; Submission to Jurisdiction. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the city and county of Buyer, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

Section 6.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Schedule A

Exhibit A

Stock Power

Exhibit B

Resignation

Exhibit C

Board Resolutions

Exhibit D

Leak-Out Agreement

Exhibit E

Proxy Agreement

Exhibit F

Cross Receipt

Exhibit 10.2

LEAK OUT AGREEMENT

This Leak Out Agreement (the “Leak-Out Agreement”) is dated as of March 15, 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 Yeimalis Acevedo-Rasmussen (the “Holder”). Each of the Company and the Holder is a “party” to this Agreement, and together, the “parties.”

Reference is hereby made to that certain Stock Purchase Agreement between the Company and the Holder dated March 15, 2024 (the “Purchase Agreement”). The Holder is to receive a number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), pursuant to the Purchase Agreement. The Holder hereby agrees to sell the Common Stock received pursuant to the Purchase Agreement only as permitted hereby during the Leak Period (defined below). Any other sales shall be a material breach of this Agreement.

The Holder agrees with the Company that the leak-out period (the “Leak-Out Period”) shall start on the date that is the 181st day after the date of the closing (the “Closing Date”) of the acquisition per the Purchase Agreement, which should be the date when the Company issues to the Holder the shares of its Common Stock pursuant to the Purchase Agreement (the “Start Date”) and shall end at 5:00 p.m., Eastern Time, on the date that is 366 days following the Start Date (“End Date”). So, for a hypothetical example, if the Closing Date is March 12, 2024, the Start Date of the Leak Out Period would be September 9, 2024, and the End Date of the Leak Out Period would be September 10, 2025. During the Leak Out Period, the Holder shall be entitled to sell, dispose, transfer, assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly, including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions (each, a “Disposition”) an amount of shares of Common Stock equal to one twelfth (1/12th) of the total amount of the shares of Company Common Stock that Holder has received pursuant to the Purchase Agreement per calendar month. (So, for example, if the Holder received 120 shares of Common Stock pursuant to the Purchase Agreement, the Holder could, during the Leak Out Period, sell up to 10 shares of Common Stock per calendar month). After the End Date, the Holder would not have any restriction on the number of shares that may be subject to Disposition.

The Holder understands and agrees that the Common Stock received pursuant to the Purchase Agreement are “restricted securities” under applicable federal securities laws and that the Securities Act of 1933, as amended (“Securities Act”), and the rules of the U.S. Securities and Exchange Commission provide in substance that the Holder may dispose of the Common Stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the undersigned understands that the Company has no obligation or intention to register any of the shares of Common Stock obtained under the Purchase Agreement or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder).

The Company agrees to give to the Company’s transfer agent or counsel any and all instructions intended to facilitate Dispositions under this Leak-Out Agreement.  

Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing and sent by certified mail, return receipt requested, or via overnight courier (such as UPS or FedEx) to the party whose address is set forth in the first paragraph hereof.

This Leak-Out Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, letters, emails, agreements (written or oral), and understandings relating to the subject matter hereof and are fully binding on the parties hereto.

This Leak-Out Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or PDF signature and any such signature shall be of the same force and effect as an original signature.

The terms of this Leak-Out Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective heirs, estates, personal representatives, successors and assigns.

This Leak-Out Agreement may not be amended or modified except in writing signed by each of the parties hereto.

This Leak-Out Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Florida.

Any claim, suit, or proceeding arising, in whole or in part, out of, in relation to, or in connection with this Leak-Out Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability, performance, expiry, termination, or breach of this Leak-Out Agreement, whether based on contract, tort, or otherwise, shall be subject to the exclusive jurisdiction of the state or federal courts in the County of Osceola, Florida. In connection with any such dispute, controversy or claim, the parties, unconditionally and irrevocably (i) submit to the jurisdiction of the state and federal courts located in the County of Osceola, Florida; (ii) waive any and all objections that they may now or hereafter have based on venue and/or forum non conveniens in any suit brought in any state or federal court located in the County of Osceola, Florida; and (iii) waive any right to a jury trial for any dispute, controversy, or claim arising out of, in relation to, or connection with this Leak-Out Agreement.

[SIGNATURES APPEAR ON THE NEXT PAGE.]

IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of the parties to this Agreement as of the date first above written.

Exhibit 99.1

La Rosa Acquires Real Estate Brokerage Franchisee in California

Launching La Rosa’s multi-level revenue share plan in California intended to empower
realtors with a unique income stream

Ninth franchisee that has been acquired since IPO

Reaffirms target to generate $100 million of annualized revenue as a 2024 exit run rate

Celebration, FL / March 20, 2024 / – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate segments, today announced that it has completed an acquisition transaction and now holds a 51% interest in the Company’s franchisee - La Rosa Realty California LLC (“La Rosa California”), located in Hayward, California, with a separate branch in Los Angeles, California.

The acquisition comes as part of La Rosa’s strategic expansion plan and brings its previously announced La Rosa’s Ultimate Plan to California. The Ultimate Plan is a four-level revenue share model intended to create a sustainable and lucrative income stream for real estate professionals. This model allows agents to generate earnings not only from their direct referrals but also from the referrals brought in by their recruits.

Joe La Rosa, CEO of the Company, commented, “We believe that California’s dynamic real estate market presents exciting opportunities for growth and expansion. In California, home prices have surged by 11.4% year-over-year as of February 2024, reflecting market demand. Despite this surge in prices, the number of homes sold has increased by 8.1% year-over-year as of February 2024, indicating a competitive market environment. We remain committed to enhancing our service offerings and strengthening our position in the real estate industry. We believe that our Ultimate Plan offers unparalleled opportunities for agents to thrive and succeed in the competitive real estate market. With the strength of our innovative offerings and the expertise of our dedicated agents, we believe that we are well positioned to capitalize on the opportunities presented by California’s real estate market. We anticipate that our accretive roll-up strategy will propel us towards achieving our annualized revenue run rate target of $100 million by the end of 2024, with the expectation of attaining profitability in 2025.”

About La Rosa Holdings Corp.

La Rosa is a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate segments. In addition to providing person-to-person residential and commercial real estate brokerage services to the public, the Company cross-sells ancillary technology-based products and services primarily to its sales agents and the sales agents associated with their franchisees. La Rosa’s business is organized based on the services they provide internally to their agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management.

For more information, please visit: https://www.larosaholdings.com.

Stay connected with La Rosa, sign up for news alerts here: larosaholdings.com/email-alerts.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new services, the demand for the Company’s services and the Company’s customers’ economic condition, the impact of competitive services and pricing, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the headings “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of the this press release, and La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

For more information, contact: info@larosaholdings.com

Investor Relations Contact:

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com