Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-040164

Filed: 2026-04-06

Period: 2026-04-03

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0285139-8k_larosa.htm (Primary)

EX-10.1 — FORM OF SETTLEMENT AGREEMENT BY AND AMONG LA ROSA HOLDINGS CORP., LA ROSA REALTY ORLANDO LLC, REINALDO ZAPATA AND VIVIANA FIGUEROA, DATED AS OF APRIL 3, 2026 (ea028513901ex10-1.htm)

EX-10.2 — FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST OF MR. ZAPATA, DATED AS OF APRIL 3, 2026 (ea028513901ex10-2.htm)

EX-10.3 — FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST OF MS. FIGUEROA, DATED AS OF APRIL 3, 2026 (ea028513901ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0285139-8k_larosa.htm · Sequence: 1

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0001879403

2026-04-03

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 3, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code:

(321) 250-1799

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

LRHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Definitive Material Agreement

On April 3, 2026, La Rosa Holdings Corp., a Nevada

corporation (the “Company”), La Rosa Realty Orlando LLC, a majority owned subsidiary of the Company (the “LRRO”),

Reinaldo Zapata and Viviana Figueroa (collectively, the “Sellers”), entered into a settlement agreement (“Settlement

Agreement”). Pursuant to the Settlement Agreement, each of the Sellers sold their 24.5% membership interests (collectively,

the “Interests”) in LRRO to the Company, and the Company agreed to (i) to forgive the amount of $106,447 allegedly

owed by Mr. Zapata to LRRO, (ii) forgive the alleged $152,295 franchise fee obligation under Mr. Zapata’s personal guaranty, (iii) pay

Ms. Figueroa the amount of $10,000, and (iv) to dismiss without prejudice the case of La Rosa Realty Corp., La Rosa Realty Orlando LLC

v. Reinaldo Zapata, Viviana Figueroa, Case No. 2026-CA-001011-O, pending in the Circuit Court of Orange County, Florida. The Settlement

Agreement also provides for mutual releases of claims that the parties have or may have against each other.

In connection with the Settlement Agreement, on

April 3, 2026, Mr. Zapata and Ms. Figueroa signed the assignments of membership interests (collectively, the “Assignments”),

pursuant to which they sold, assigned and transferred to the Company all rights, title, and interest in their Interests to the Company.

As a result, LRRO became a wholly-owned subsidiary of the Company.

The foregoing descriptions of the Settlement Agreement

and Assignments do not purport to be complete and are qualified in their entirety by reference to the forms of Settlement Agreement and

Assignments, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.

Description

10.1

Form of Settlement Agreement by and among La Rosa Holdings

Corp., La Rosa Realty Orlando LLC, Reinaldo Zapata and Viviana Figueroa, dated as of April 3, 2026.

10.2

Form of Assignment of Membership Interest of Mr. Zapata,

dated as of April 3, 2026.

10.3

Form of Assignment of Membership Interest of Ms. Figueroa,

dated as of April 3, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 6, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-10.1 — FORM OF SETTLEMENT AGREEMENT BY AND AMONG LA ROSA HOLDINGS CORP., LA ROSA REALTY ORLANDO LLC, REINALDO ZAPATA AND VIVIANA FIGUEROA, DATED AS OF APRIL 3, 2026

EX-10.1

Filename: ea028513901ex10-1.htm · Sequence: 2

Exhibit 10.1

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the

“Agreement”) is entered into as of April 4, 2026 (the “Effective Date”) by and among La Rosa Holdings Corp. (“LRHC”)

and La Rosa Realty Orlando LLC (“LRRO”) (LRHC and LRRO, are collectively, the “La Rosa Parties”), Reinaldo Zapata

(“Zapata”) and Viviana Figueroa (“Figueroa”) (Zapata and Figueroa are collectively, the “Defendants”) (The

La Rosa Parties and Defendants are collectively the “Parties” and each a “Party”). The Parties hereby agree as follows:

RECITALS

WHEREAS, Zapata

owns a 24.5% membership interest in LRRO;

WHEREAS, Figueroa

owns a 24.5% membership interest in LRRO;

WHEREAS, LRHC

owns a 51% membership interest in LRRO;

WHEREAS, Zapata

and Figueroa are alleged to owe certain monies to LRHC and LRRO, which Zapata and Figueroa deny;

WHEREAS, LRHC

and LRRO sued Figueroa and Zapata, to wit, La Rosa Realty Corp., La Rosa Realty Orlando LLC v. Reinaldo Zapata, Viviana Figueroa, Case

No. 2026-CA-001011-O, pending in the Circuit Court of Orange County, Florida (the “Case”).

WHEREAS, the

Case represents contested claims and that for the convenience of the parties, and without making any admissions related to the Case or

the allegations therein, the Parties have agreed to settle the Case on the mutual terms and conditions set forth herein.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING

RECITALS, THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY

OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. RECITALS REGARDING ZAPATA.

1.1 Zapata’s Ownership and Obligations. Zapata

owns a 24.5% membership interest in LRRO.

1.2 Zapata Claims. Zapata

is allegeded to have used $106,447 of LRRO’s funds absent any corporate authorization, which Zapata denies.

1.23 Personal Guaranty. Zapata

executed a personal guaranty to the franchisor personally guaranteeing payment of franchise fees owed by LRRO to LRHC.

1.4 Outstanding Franchise Fees.

LRRO is alleged to currently owe LRHC $152,295 in outstanding franchise fees, accounting fees and payroll fees (the “Franchise Fee

Obligations”).

1.5 Zapata’s Allocated Share. Zapata’s

alleged allocated share of the outstanding Franchise Fee Obligations under his personal guaranty is $152,295.

2. TRANSFER OF ZAPATA’S MEMBERSHIP INTEREST.

2.1 Zapata’s Acknowledgments. Zapata

acknowledges the allegations set forth above that: (a) he allegedly used $106,447 of LRRO’s funds absent any corporate authorization

as set forth in Section 1.2; (b) he allegedly executed a personal guaranty to the franchisor guaranteeing payment of franchise fees owed

by LRRO to LRHC as set forth in Section 1.3; and (c) LRRO currently owes LRHC $152,295 in franchise fees as set forth in Section 1.4.

2.2 Consideration for Zapata’s Transfer. In

consideration of (i) LRHC’s forgiveness of the $106,447 amount allegedly owed to LRRO, (ii) LRHC’s forgiveness of the alleged $152,295

franchise fee obligation under Zapata’s personal guaranty, and (iii) the Dismissal in Section 7 and Release in Section 8 below, Zapata

shall assign to LRHC all of Zapata’s 24.5% membership interest in LRRO (the “Zapata Transferred Interest”).

2.3 Zapata Assignment Document. Zapata

shall execute the Assignment Document attached hereto as Exhibit A contemporaneously with this Agreement. The transfer of

the Zapata Transferred Interest shall constitute full and complete satisfaction and release of (i) the $106,447 amount of funds allegedly

owed by Zapata to LRRO and the La Rosa Parties, and (ii) all of Zapata’s Franchise Fees.

2.4 Zapata’s Release of Personal

Guaranty. Upon the transfer of the Zapata Transferred Interest and execution of Exhibit A, Zapata shall be fully and forever

released and discharged from any and all obligations under his personal guaranty to the franchisor with respect to any franchise fees

owed by LRRO to LRHC, whether past, present, or future.

3. RECITALS REGARDING FIGUEROA.

3.1 Figueroa’s Ownership and Obligations. Figueroa

owns a 24.5% membership interest in LRRO.

3.2 Personal Guaranty. Figueroa

executed a personal guaranty to the franchisor personally guaranteeing payment of franchise fees owed by LRRO to LRHC.

3.3 Outstanding Franchise Fees.

LRRO currently owes LRHC $152,295 of the Franchise Fee Obligations.

3.4 Figueroa’s Allocated Share. Figueroa’s

alleged allocated share of the outstanding Franchise Fee Obligations under her personal guaranty is $152,295.

4. SETTLEMENT PAYMENT TO FIGUEROA.

4.1 Settlement Sum. The

La Rosa Parties shall pay to Figueroa a total settlement sum of $10,000.00 (the “Settlement Sum”) as partial consideration for

the transfer of Figueroa’s membership interest in LRRO pursuant to Section 5 below.

4.2 Payment Timing. The Settlement Sum shall

be due and payable within ten (10) days after the Effective Date.

4.3 Payment Method. Payment

shall be made by ACH or wire transfer to the trust account for Sasso & Sasso, P.A.

5. TRANSFER OF FIGUEROA’S MEMBERSHIP INTEREST.

5.1 Figueroa’s Acknowledgments. Figueroa

acknowledges the allegations set forth above that: (a) she allegedly executed a personal guaranty to the franchisor guaranteeing payment

of franchise fees owed by LRRO to LRHC as set forth in Section 3.2; and (b) LRRO currently owes LRHC the Franchise Fee Obligations as

set forth in Section 3.3.

5.2 Consideration for Figueroa’s

Transfer. In consideration of (i) LRHC’s forgiveness of Figueroa’s alleged Franchise Fee Obligations, (ii) payment of the

Settlement Sum set forth in Section 4.1 above, and (iii) the Dismissal in Section 7 and Release in Section 8 below, Figueroa shall assign

to LRHC all of Figueroa’s 24.5% membership interest in LRRO (the “Figueroa Transferred Interest”).

5.3 Figueroa Assignment Document. Figueroa

shall execute the Assignment Document attached hereto as Exhibit B contemporaneously with this Agreement. The transfer of

the Figueroa Transferred Interest, together with the payment of the Settlement Sum, shall constitute full and complete satisfaction and

release of all of Figueroa’s Franchise Fee Obligations

5.4 Figueroa’s Release of Personal

Guaranty. Upon the transfer of the Figueroa Transferred Interest, payment of the Settlement Sum, and execution of Exhibit B,

Figueroa shall be fully and forever released and discharged from any and all of the Franchise Fee Obligations, whether past, present,

or future.

6. COMBINED TRANSFERRED INTERESTS.

6.1 Total Transfer. The

Zapata Transferred Interest and the Figueroa Transferred Interest are collectively referred to herein as the “Transferred Interests.”

Upon completion of the transfers contemplated in Sections 2 and 5, LRHC shall own an additional forty-nine percent (49%) membership interest

in LRRO for a total of 100% of the membership interests in LRRO.

7. DISMISSAL OF LITIGATION.

7.1 Dismissal with Prejudice. The

La Rosa Parties shall dismiss with prejudice, or cause to be dismissed with prejudice the Case.

7.2 Timing of Dismissal. The

dismissal shall be effectuated within ten (10) days of the Closing by filing a notice of dismissal with prejudice with the Circuit Court.

7.3 Reservation of Jurisdiction. The

dismissal shall reserve jurisdiction in the Circuit Court to enforce this Agreement.

8. MUTUAL RELEASES.

8.1 Release by Zapata. Zapata,

for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, unconditionally and irrevocably

remises, waives, satisfies, releases, acquits, and forever discharges the La Rosa Parties, and all of their respective employees, directors,

officers, members, managers, affiliates, agents, relatives, successors, and assigns, from and against any and all claims, counterclaims,

actions, suits, rights, causes of action, legal or administrative complaints, lawsuits, set-offs, costs, losses, controversies, agreements,

franchise agreements, contracts, restrictive covenants, promises, and demands or liabilities, of whatever kind or character, including,

without limitation, all claims, accrued or unaccrued, direct or indirect, latent or patent, whether known or unknown, that Zapata has,

had, or may have against the La Rosa Parties.

8.2 Release by Figueroa. Figueroa,

for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, unconditionally and irrevocably

remises, waives, satisfies, releases, acquits, and forever discharges the La Rosa Parties, and all of their respective employees, directors,

officers, members, managers, affiliates, agents, relatives, successors, and assigns, from and against any and all claims, counterclaims,

actions, suits, rights, causes of action, legal or administrative complaints, lawsuits, set-offs, costs, losses, controversies, agreements,

franchise agreements, contracts, restrictive covenants, promises, and demands or liabilities, of whatever kind or character, including,

without limitation, all claims, accrued or unaccrued, direct or indirect, latent or patent, whether known or unknown, that Figueroa has,

had, or may have against the La Rosa Parties.

8.3 Release by La Rosa Parties. The

La Rosa Parties, for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, unconditionally

and irrevocably remise, waive, satisfy, release, acquit, and forever discharge Zapata and Figueroa, and all of their respective relatives,

successors, and assigns, from and against any and all claims, counterclaims, actions, suits, rights, causes of action, legal or administrative

complaints, lawsuits, set-offs, costs, losses, controversies, agreements, franchise agreements, contracts, restrictive covenants, promises,

and demands or liabilities, of whatever kind or character, including, without limitation, all claims, accrued or unaccrued, direct or

indirect, latent or patent, whether known or unknown, that the La Rosa Parties have, had, or may have against Zapata and Figueroa.

8.4 No Admission. This Agreement is a compromise

of disputed claims and shall not be construed as an admission of liability by any Party.

9. MUTUAL NON-DISPARAGEMENT.

9.1 Mutual Non-Disparagement. The

Parties covenant and agree not to, directly or indirectly, make any statements, whether oral or written, or take any action, that is reasonably

expected to disparage, defame, criticize, or otherwise reflect negatively upon the other Party, or any of their respective affiliates,

officers, directors, members, managers, employees, agents, successors, or assigns.

9.2 Survival & Enforcement. This

Section 9 shall survive the closing of the transactions contemplated herein and the termination or expiration of this Agreement for any

reason. This clause shall be enforceable by temporary and permanent injunctive relief.

9.3 Exception for Legal Process. This Section

9 shall not restrict or prohibit truthful testimony compelled by valid legal process, including subpoena or court order, or statements

legally required by law or regulation.

10. DEFAULT; NOTICE; CURE; REMEDIES.

10.1 Event of Default. An

“Event of Default” occurs if (a) the Settlement Sum is not paid to Figueroa within ten (10) days of the Effective Date as required

by Section 4.2, or (b) any Party materially breaches any other provision of this Agreement.

10.2 Notice and Cure. The

non-defaulting Party shall provide written notice to the defaulting Party specifying the default and the actions required to cure (the

“Default Notice”). The defaulting Party shall have fifteen (15) days from receipt of the Default Notice to cure the default

(the “Cure Period”).

10.3 Remedies. If the defaulting Party fails

to cure the default within the Cure Period, the non-defaulting Party may pursue all available remedies expressly provided in this Agreement

and under applicable law.

11. BANKRUPTCY; ENFORCEABILITY.

11.1 No Special Bankruptcy Treatment. The

Parties agree that nothing in this Agreement shall be construed to render the obligations “non-dischargeable” as a categorical

matter; the Parties shall retain all rights and defenses available under the United States Bankruptcy Code, and any applicable determinations

shall be made by a court of competent jurisdiction.

12. CONFIDENTIALITY; PERMITTED DISCLOSURES.

12.1 Confidentiality. The

Parties shall keep the terms of this Agreement confidential and may state only that “the matter has been amicably resolved,”

except as provided herein.

12.2 Permitted Disclosures. Notwithstanding

Section 12.1, the Parties may disclose the terms of this Agreement to their respective attorneys, tax advisors, accountants, auditors,

insurers, financing sources, and as required by law or regulation.

12.3 SEC Matters. LRHC may

make disclosures as reasonably determined necessary or advisable to comply with federal securities laws, stock exchange rules, and filing

requirements.

13. CONDITIONS PRECEDENT; FURTHER ASSURANCES.

13.1 Conditions to Closing. The

obligations to consummate the transactions contemplated by Sections 2 and 5 are conditioned upon: (a) the execution and delivery of the

Assignment Documents (Exhibits A and B); (b) the execution and delivery of all ancillary transfer documents; and (c) the absence of any

legal restraint or injunction prohibiting the transfers.

13.2 Further Assurances. Each

Party shall execute and deliver such additional documents and take such further actions as are reasonably necessary to give effect to

this Agreement and the transactions contemplated hereby, within five (5) business days after written request by any other Party.

14. NOTICES.

14.1 Notice Requirements. All

notices required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, on the

date of delivery, (b) sent by registered or certified mail, return receipt requested, on the date of receipt, or (c) sent by nationally

recognized overnight courier, on the next business day after dispatch, to the addresses set forth in Section 14.2 below or to such other

address as any Party may designate by written notice to the other Parties.

14.2 Notice Addresses.

Notices to the La Rosa Parties:

Attention: Mr. Korey Alberts

1420 Celebration Blvd., Suite 200

Celebration, FL 34747

Email: Korey@larosarealtycorp.com

With a copy to:

Michele Diglio-Benkiran, Esquire

Legal Counsel, P.A.

13330 W. Colonial Dr., #110

Winter Garden, FL 34787

Email: efilings@legalcounselpa.com

Notices to Zapata:

Reinaldo Zapata

c/o Sasso & Sasso, P.A.

630 South Maitland Avenue

Maitland, Florida 32751

Email: reyzapata14@gmail.com

With a copy to:

Michael A. Sasso

Email: masasso@sasso-law.com

Notices to Figueroa:

Viviana Figueroa

c/o Sasso & Sasso, P.A.

630 South Maitland Avenue

Maitland, Florida 32751

Email: reyzapata14@gmail.com

With a copy to:

Michael A. Sasso

Email: masasso@sasso-law.com

15. ANCILLARY DOCUMENTS; TIMELINES.

15.1 Zapata Assignment Document. Zapata

shall execute the Assignment Document attached hereto as Exhibit A(including all attachments thereto, more particularly the

LRRO Amendment and Assignment of Interest for Zapata) simultaneous with the execution of this Agreement.

15.2 Figueroa Assignment Document. Figueroa

shall execute the Assignment Document attached hereto as Exhibit B (including all attachments thereto, more particularly the

LRRO Amendment and Assignment of Interest for Figueroa) simultaneous with the execution of this Agreement.

16. TAXES.

16.1 Tax Liabilities. Each

Party shall bear its own tax liabilities, if any, arising from or relating to this Agreement and the transactions contemplated hereby.

16.2 Tax Cooperation. The

Parties shall cooperate in good faith to provide such forms and information as are reasonably required for tax reporting purposes.

17. REPRESENTATIONS AND WARRANTIES.

17.1 Representations by Zapata. Zapata

represents and warrants to the La Rosa Parties that: (a) he has the requisite power and authority to execute and deliver this Agreement

and Exhibit A and to perform his obligations hereunder and thereunder; (b) this Agreement and Exhibit A have been duly authorized, executed,

and delivered by Zapata and constitute legal, valid, and binding obligations of Zapata, enforceable against him in accordance with their

respective terms; (c) he has had the opportunity to consult with counsel of his choice regarding this Agreement; and (d) he is the sole

and exclusive owner of the Zapata Transferred Interest, free and clear of all liens, encumbrances, and claims.

17.2 Representations by Figueroa. Figueroa

represents and warrants to the La Rosa Parties that: (a) she has the requisite power and authority to execute and deliver this Agreement

and Exhibit B and to perform her obligations hereunder and thereunder; (b) this Agreement and Exhibit B have been duly authorized, executed,

and delivered by Figueroa and constitute legal, valid, and binding obligations of Figueroa, enforceable against her in accordance with

their respective terms; (c) she has had the opportunity to consult with counsel of her choice regarding this Agreement; and (d) she is

the sole and exclusive owner of the Figueroa Transferred Interest, free and clear of all liens, encumbrances, and claims.

17.3 Representations by La Rosa Parties. Each

of the La Rosa Parties represents and warrants to Zapata and Figueroa that: (a) it has the requisite power and authority to execute and

deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed, and delivered

by such La Rosa Party and constitutes a legal, valid, and binding obligation of such La Rosa Party, enforceable against it in accordance

with its terms; and (c) it has had the opportunity to consult with counsel of its choice regarding this Agreement.

18. MISCELLANEOUS PROVISIONS.

18.1 Choice of Law. This

Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts

of law principles.

18.2 Exclusive Venue. The

Parties consent to the exclusive venue and jurisdiction of state or federal courts located in Orange County, Florida for any action arising

out of or relating to this Agreement.

18.3 Attorneys’ Fees. In

any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing

Party its reasonable attorneys’ fees and costs, including fees and costs incurred on appeal.

18.4 Entire Agreement; Integration. This

Agreement (including Exhibits A and B) constitutes the entire agreement among the Parties with respect to the subject matter hereof and

supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, relating

to such subject matter.

18.5 Amendments; Waivers. No

amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by the Party against

whom enforcement of such amendment, modification, or waiver is sought. No waiver of any breach or default shall be deemed a waiver of

any subsequent breach or default.

18.6 Assignment; Binding Effect. This

Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors,

and permitted assigns. No Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent

of the other Parties, which consent shall not be unreasonably withheld, delayed, or conditioned.

18.7 Severability. If any

provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall

be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

18.8 Counterparts; Electronic Signatures. This

Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute

one and the same instrument. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed to be original signatures

and shall have the same legal effect as original signatures.

18.9 Headings. The headings

and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this

Agreement.

18.10 No Third-Party Beneficiaries. There

are no third-party beneficiaries to this Agreement other than the Parties’ respective successors and permitted assigns expressly referenced

herein. Nothing in this Agreement, whether express or implied, is intended to confer upon any person or entity other than the Parties

and their respective successors and permitted assigns any rights, benefits, or remedies.

18.11 Construction. The

Parties acknowledge that each Party and its counsel have reviewed and participated in the drafting of this Agreement and that any rule

of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of

this Agreement.

19. EXECUTION; EFFECTIVE DATE; RECITALS.

19.1 Effective Date. This

Agreement shall be effective as of the Effective Date set forth in the preamble upon execution by all Parties.

19.2 Execution Authority. Each

individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute this Agreement

on behalf of such Party.

19.3 Recitals. The recitals set forth on page

1 of this Agreement are true and correct and are hereby incorporated into this Agreement by reference.

IN WITNESS WHEREOF, the Parties have executed this Settlement

Agreement as of the Effective Date.

LA ROSA REALTY ORLANDO, LLC

By:

Name:

Joseph La Rosa

Title:

Manager

Dated:

April _____, 2026

LA ROSA HOLDINGS CORP.

By:

Name:

Joseph La Rosa

Title:

C.E.O.

Dated:

April _____, 2026

REINALDO ZAPATA

Reinaldo Zapata

Dated:

April ____, 2026

VIVIANA FIGUEROA

Viviana Figueroa

Dated:

April ____, 2026

EXHIBIT A

ASSIGNMENT OF MEMBERSHIP INTEREST

EXHIBIT B

ASSIGNMENT OF MEMBERSHIP INTEREST

EXHIBIT C

RESIGNATION LETTER - REINALDO ZAPATA

EXHIBIT D

RESIGNATION LETTER – VIVIANA FIGUEROA

EX-10.2 — FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST OF MR. ZAPATA, DATED AS OF APRIL 3, 2026

EX-10.2

Filename: ea028513901ex10-2.htm · Sequence: 3

Exhibit 10.2

ASSIGNMENT OF MEMBERSHIP INTEREST

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this

“Assignment”) is made and entered into as of April 4, 2026 (the “Assignment Date”), by and between REINALDO

ZAPATA (“Assignor”), and LA ROSA HOLDINGS CORP., a Nevada corporation (“Assignee”).

RECITALS

WHEREAS, Assignor is

the owner of a 24.5% membership interest (the “Assigned Interest”) in La Rosa Realty Orlando LLC, a Florida limited liability

company (the “Company”);

WHEREAS, Assignor,

Assignee, La Rosa Realty Orlando LLC, and Viviana Figueroa have entered into that certain Settlement Agreement dated as of April 4, 2026

(the “Settlement Agreement”);

WHEREAS, pursuant to

Section 2 of the Settlement Agreement, Assignor has agreed to assign and transfer the Assigned Interest to Assignee in consideration of

(i) Assignee’s forgiveness of the $106,447 allegedly owed to LRRO , (ii) Assignee’s forgiveness $152,295 representing Assignor’s alleged

allocated share of franchise fee, accounting and payroll obligations under Assignor’s personal guaranty, and (iii) the dismissal of litigation

and mutual releases set forth in the Settlement Agreement; and

WHEREAS, Assignor desires

to assign, transfer, and convey the Assigned Interest to Assignee, and Assignee desires to accept such assignment, transfer, and conveyance,

on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION OF

THE FOREGOING RECITALS, THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND

SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. ASSIGNMENT AND TRANSFER.

1.1 Assignor hereby sells,

assigns, transfers, conveys, and delivers to Assignee all of Assignor’s right, title, and interest in and to the Assigned Interest, together

with all rights, powers, privileges, and interests associated therewith, including without limitation:

(a) All economic rights, including the

right to receive distributions, allocations of profits and losses, and return of capital;

(b) All management and voting rights,

including the right to vote on all matters submitted to members;

rights;

(d) All rights to

participate in the management and affairs of the Company; and

(e) All other rights of a member under

the Company’s Operating Agreement and under Florida law.

1.2 From and after the Assignment Date, Assignee

shall own the Assigned Interest and shall be entitled to exercise all rights and powers of a member with respect to the Assigned Interest.

2. CONSIDERATION.

2.1 The consideration for this Assignment

consists of:

(a) Assignee’s forgiveness of the $106,447

of alleged funds owed to LRRO by Assignor from the Company;

(b) Assignee’s forgiveness of $152,295

representing Assignor’s alleged allocated share of franchise fee obligations, accounting obligations and payroll obligations under Assignor’s

personal guaranty to the franchisor;

litigation against Assignor as set forth in Section 7 of the Settlement Agreement; and

(d) The mutual releases set forth in

Section 8 of the Settlement Agreement.

2.2 Assignor acknowledges

that the consideration set forth in Section 2.1 has been received and is adequate and sufficient consideration for this Assignment.

3. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR.

Assignor represents and warrants to Assignee as

follows:

3.1 Ownership. Assignor

is the sole and exclusive legal and beneficial owner of the Assigned Interest, free and clear of all liens, pledges, security interests,

encumbrances, claims, and restrictions of any kind.

3.2 Authority. Assignor

has full power and authority to execute, deliver, and perform this Assignment. This Assignment has been duly executed and delivered by

Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms.

3.3 No Conflicts. The execution,

delivery, and performance of this Assignment by Assignor does not and will not (a) violate any law, rule, regulation, order, or decree

applicable to Assignor, or (b) conflict with, result in a breach of, or constitute a default under any agreement, instrument, or obligation

to which Assignor is a party or by which Assignor is bound.

3.4 No Consents. No consent,

approval, authorization, or other action by, and no notice to or filing with, any governmental authority or other third party is required

for the execution, delivery, and performance by Assignor of this Assignment, except for any amendment to the Company’s Operating Agreement

and any filings required under Florida law, which shall be completed by the Company.

3.5 No Other Agreements. There

are no voting trusts, proxies, or other agreements or understandings to which Assignor is a party or by which Assignor is bound with respect

to the voting, transfer, or disposition of the Assigned Interest.

3.6 Acknowledgment of Debts. Assignor

acknowledges and admits that:

(a) Assignor is alleged to owe $106,447 from the Company;

(b) Assignor allegedly executed a personal

guaranty to the franchisor guaranteeing payment of franchise fees owed by the Company to Assignee; and

Ninety-Five Thousand Dollars ($95,000.00) in franchise fees, of which Forty-Seven Thousand Five Hundred Dollars ($47,500.00) represents

Assignor’s allocated share.

4. ASSUMPTION BY ASSIGNEE.

4.1 Assignee hereby accepts

the assignment and transfer of the Assigned Interest and agrees to be bound by the terms and conditions of the Company’s Operating Agreement

as a member of the Company with respect to the Assigned Interest.

4.2 Assignee acknowledges

receipt of a copy of the Company’s Operating Agreement.

5. RELEASE OF ASSIGNOR’S PERSONAL GUARANTY.

5.1 Upon the effectiveness

of this Assignment and in accordance with Section 2.4 of the Settlement Agreement, Assignor shall be fully and forever released and discharged

from any and all obligations under Assignor’s personal guaranty to the franchisor with respect to any franchise fees owed by the Company

to Assignee, whether past, present, or future.

5.2 This release is conditioned

upon the valid transfer of the Assigned Interest to Assignee and Assignor’s compliance with all terms and conditions of the Settlement

Agreement.

6. RESIGNATION FROM COMPANY.

6.1 Effective as of the

Assignment Date, Assignor hereby resigns from any and all positions held with the Company, including without limitation any position as

manager, officer, employee, agent, or representative of the Company.

6.2 Assignor agrees to execute

such additional documentation as may be reasonably required to effectuate such resignation, including but not limited to the Resignation

Letter attached to the Settlement Agreement as part of Exhibit C.

7. FURTHER ASSURANCES.

7.1 Assignor agrees to execute

and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary or desirable to

effect, evidence, or confirm the assignment and transfer of the Assigned Interest to Assignee.

7.2 Assignor agrees to cooperate

with Assignee and the Company in amending the Company’s Operating Agreement and membership records to reflect the transfer of the Assigned

Interest.

8. INCORPORATION OF SETTLEMENT AGREEMENT.

8.1 This Assignment is executed

pursuant to and in accordance with the Settlement Agreement. In the event of any conflict between the terms of this Assignment and the

Settlement Agreement, the Settlement Agreement shall control.

8.2 All capitalized terms

used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.

9. GOVERNING LAW; VENUE.

9.1 This Assignment shall

be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles.

9.2 The parties consent

to the exclusive venue and jurisdiction of state or federal courts located in Orange County, Florida for any action arising out of or

relating to this Assignment.

10. COUNTERPARTS.

This Assignment may be executed

in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Signatures delivered by facsimile, PDF, or other electronic means shall be deemed to be original signatures.

11. BINDING EFFECT.

This Assignment shall be binding upon and inure to the benefit of the

parties hereto and their respective heirs, executors, administrators, successors, and assigns.

IN WITNESS WHEREOF, the parties have executed this Assignment

as of the Assignment Date.

ASSIGNOR:

REINALDO ZAPATA

Dated: April ____, 2026

STATE OF FLORIDA)

COUNTY OF SEMINOLE)

The foregoing was acknowledged before me on this

___ day of April, 2026 by means of ___ online notarization or ___ physical presence by Reinaldo Zapata, who is ___ personally known to

me or ___ produced the following as identification: ____________________________.

Notary Public, State of Florida

ASSIGNEE:

LA ROSA HOLDINGS CORP.

By:

Name:

Joseph La Rosa, C.E.O.

Dated:

April ___, 2026

ACKNOWLEDGED AND AGREED:

LA ROSA REALTY ORLANDO LLC

By:

Joseph La Rosa, Manager

Dated:

April ___, 2026

EX-10.3 — FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST OF MS. FIGUEROA, DATED AS OF APRIL 3, 2026

EX-10.3

Filename: ea028513901ex10-3.htm · Sequence: 4

Exhibit 10.3

ASSIGNMENT OF MEMBERSHIP INTEREST

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this

“Assignment”) is made and entered into as of April 4, 2026 (the “Assignment Date”), by and between Viviana

Figueroa (“Assignor”), and La Rosa Holdings Corp., a Nevada corporation (“Assignee”).

RECITALS

WHEREAS, Assignor is

the owner of 24.5% membership interest (the “Assigned Interest”) in La Rosa Realty Orlando LLC, a Florida limited liability

company (the “Company”);

WHEREAS, Assignor,

Assignee, La Rosa Realty Orlando LLC, and Reinaldo Zapata have entered into that certain Settlement Agreement dated as of April 4, 2026

(the “Settlement Agreement”);

WHEREAS, pursuant to

Section 5 of the Settlement Agreement, Assignor has agreed to assign and transfer the Assigned Interest to Assignee in consideration of

(i) Assignee’s forgiveness of $152,295 representing Assignor’s allocated share of franchise fee obligations, accounting fee obligations,

and payroll obligations under Assignor’s personal guaranty, (ii) payment of $10,000.00 to Assignor, and (iii) the dismissal of litigation

and mutual releases set forth in the Settlement Agreement; and

WHEREAS, Assignor desires

to assign, transfer, and convey the Assigned Interest to Assignee, and Assignee desires to accept such assignment, transfer, and conveyance,

on the terms and conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION OF

THE FOREGOING RECITALS, THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND

SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. ASSIGNMENT AND TRANSFER.

1.1 Assignor hereby sells,

assigns, transfers, conveys, and delivers to Assignee all of Assignor’s right, title, and interest in and to the Assigned Interest, together

with all rights, powers, privileges, and interests associated therewith, including without limitation:

(a) All economic rights, including the

right to receive distributions, allocations of profits and losses, and return of capital;

(b) All management and voting rights,

including the right to vote on all matters submitted to members;

rights;

(d) All rights to

participate in the management and affairs of the Company; and

(e) All other rights of a member under

the Company’s Operating Agreement and under Florida law.

1.2 From and after the Assignment

Date, Assignee shall own the Assigned Interest and shall be entitled to exercise all rights and powers of a member with respect to the

Assigned Interest.

2. CONSIDERATION.

2.1 The consideration for this Assignment

consists of:

(a) Assignee’s forgiveness of $152,295

representing Assignor’s alleged allocated share of franchise fee obligations, accounting fee obligations, and payroll obligations under

Assignor’s personal guaranty to the franchisor;

(b) Payment by Assignee to Assignor

of $10,000.00 as set forth in Section 4 of the Settlement Agreement;

Assignor as set forth in Section 7 of the Settlement Agreement; and

(d) The mutual releases set forth in Section 8

of the Settlement Agreement.

2.2 Assignor acknowledges

that the consideration set forth in Section 2.1 (other than the cash payment which shall be paid in accordance with Section 4.2 of the

Settlement Agreement) has been received and that such consideration, together with the cash payment to be made, constitutes adequate and

sufficient consideration for this Assignment.

3. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR.

Assignor represents and warrants to Assignee as

follows:

3.1 Ownership. Assignor

is the sole and exclusive legal and beneficial owner of the Assigned Interest, free and clear of all liens, pledges, security interests,

encumbrances, claims, and restrictions of any kind.

3.2 Authority. Assignor

has full power and authority to execute, deliver, and perform this Assignment. This Assignment has been duly executed and delivered by

Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms.

3.3 No Conflicts. The execution,

delivery, and performance of this Assignment by Assignor does not and will not (a) violate any law, rule, regulation, order, or decree

applicable to Assignor, or (b) conflict with, result in a breach of, or constitute a default under any agreement, instrument, or obligation

to which Assignor is a party or by which Assignor is bound.

3.4 No Consents. No consent,

approval, authorization, or other action by, and no notice to or filing with, any governmental authority or other third party is required

for the execution, delivery, and performance by Assignor of this Assignment, except for any amendment to the Company’s Operating Agreement

and any filings required under Florida law, which shall be completed by the Company.

3.5 No Other Agreements. There

are no voting trusts, proxies, or other agreements or understandings to which Assignor is a party or by which Assignor is bound with respect

to the voting, transfer, or disposition of the Assigned Interest.

3.6 Acknowledgment of Personal Guaranty. Assignor

acknowledges that:

(a) Assignor executed a personal guaranty

to the franchisor guaranteeing payment of franchise fees owed by the Company to Assignee; and

(b) The Company currently owes Assignee $152,295 in franchise

fees, accounting fees and payroll fees of $152,295 represents Assignor’s allocated share.

4. ASSUMPTION BY ASSIGNEE.

4.1 Assignee hereby accepts

the assignment and transfer of the Assigned Interest and agrees to be bound by the terms and conditions of the Company’s Operating Agreement

as a member of the Company with respect to the Assigned Interest.

4.2 Assignee acknowledges

receipt of a copy of the Company’s Operating Agreement.

5. RELEASE OF ASSIGNOR’S PERSONAL GUARANTY.

5.1 Upon the effectiveness

of this Assignment and in accordance with Section 5.4 of the Settlement Agreement, Assignor shall be fully and forever released and discharged

from any and all obligations under Assignor’s personal guaranty to the franchisor with respect to any franchise fees owed by the Company

to Assignee, whether past, present, or future.

5.2 This release is conditioned

upon the valid transfer of the Assigned Interest to Assignee, payment of the Settlement Sum to Assignor, and Assignor’s compliance with

all terms and conditions of the Settlement Agreement.

6. RESIGNATION FROM COMPANY.

6.1 Effective as of the

Assignment Date, Assignor hereby resigns from any and all positions held with the Company, including without limitation any position as

manager, officer, employee, agent, or representative of the Company.

6.2 Assignor agrees to execute such additional

documentation as may be reasonably required to effectuate such resignation, including but not limited to the Resignation Letter attached

to the Settlement Agreement as part of Exhibit D.

7. FURTHER ASSURANCES.

7.1 Assignor agrees to execute

and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary or desirable to

effect, evidence, or confirm the assignment and transfer of the Assigned Interest to Assignee.

7.2 Assignor agrees to cooperate

with Assignee and the Company in amending the Company’s Operating Agreement and membership records to reflect the transfer of the Assigned

Interest.

8. INCORPORATION OF SETTLEMENT AGREEMENT.

8.1 This Assignment is executed

pursuant to and in accordance with the Settlement Agreement. In the event of any conflict between the terms of this Assignment and the

Settlement Agreement, the Settlement Agreement shall control.

8.2 All capitalized terms

used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.

9. GOVERNING LAW; VENUE.

9.1 This Assignment shall

be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles.

9.2 The parties consent

to the exclusive venue and jurisdiction of state or federal courts located in Orange County, Florida for any action arising out of or

relating to this Assignment.

10. COUNTERPARTS.

This Assignment may be executed

in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Signatures delivered by facsimile, PDF, or other electronic means shall be deemed to be original signatures.

11. BINDING EFFECT.

This Assignment shall be binding

upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns.

IN WITNESS WHEREOF, the parties have executed

this Assignment as of the Assignment Date.

ASSIGNOR:

VIVIANA FIGUEROA

Dated: April ____, 2026

STATE OF FLORIDA)

COUNTY OF SEMINOLE)

The foregoing was acknowledged before me on this

___ day of April, 2026 by means of ___ online notarization or ___ physical presence by Viviana Figueroa who is ___ personally known to

me or ___ produced the following as identification: ____________________________.

Notary Public, State of Florida

ASSIGNEE:

LA ROSA HOLDINGS CORP.

By:

Name:

Joseph La Rosa, C.E.O.

Dated:

April ___, 2026

ACKNOWLEDGED AND AGREED:

LA ROSA REALTY ORLANDO LLC

By:

Joseph La Rosa, Manager

Dated:

April ___, 2026

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