{"url_path":"/sec/lrhc/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers, and Corporate Governance.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1879403/0001213900-26-065276-index.html","accession_number":"0001213900-26-065276","cik":"0001879403","ticker":"LRHC","issuer_name":"La Rosa Holdings Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1879403/0001213900-26-065276-index.html","primary_entity_key":"0001879403","primary_entity_name":"La Rosa Holdings Corp."},"word_count":6338,"has_tables":true,"body_markdown":"** **\n\n**Item\n10. Directors, Executive Officers, and Corporate Governance.**\n\n \n\n**Directors\nand Executive Officers** \n\n** **\n\nThe\nnames, positions and ages of our non-independent directors and executive officers as of June 3, 2026 are as follows:\n\n \n\n**Name**\n \n**Age** \n \n**Position**\n \n**Director\nSince**\n\nJoseph La Rosa\n \n48\n \nPresident and Chief Executive Officer (Principal Executive\nOfficer), Interim- Chief Financial Officer (Principal Financial and Accounting Officer)\n \nAugust 2021\n\nDeana La Rosa\n \n55\n \nChief Operating Officer\n \n—\n\nAlex Santos\n \n43\n \nChief Technology Officer\n \n—\n\n Jaime Cosculluela\n \n48\n \nIndependent Director \n \nFebruary 2026\n\nLourdes Felix*\n \n58\n \nIndependent Director \n \nApril 2024\n\nNed L. Siegel*\n \n74\n \nIndependent Director \n \nFebruary 2022\n\nNicholas Adler*\n \n50\n \nIndependent Director and Chairman of the Board of Directors \n \nDecember 2025\n\n \n\n*\nMember of the Audit Committee,\nof the Compensation Committee and of the Nominating and Corporate Governance Committee.\n\n** **\n\nA\nbrief description of the background and business experience of our executive officers and directors for the past five years is as follows: \n\n \n\n**Joseph\nLa Rosa** is the Company’s Founder and has been serving as the Company’s President, Chief Executive Officer since August\n2021 and of its original five subsidiaries (La Rosa Realty, LLC, La Rosa Property Management, LLC, La Rosa CRE LLC, La Rosa Coaching,\nLLC and La Rosa Franchising, LLC) since their inception. Since October 2025, Mr. La Rosa also serves as our Interim Chief Financial Officer.\nFrom August 2021 to December 2025 Mr. La Rosa served as a Chairman of the Board. A former police officer in Orlando, Florida, Mr. La\nRosa entered his family’s commercial and residential real estate development business in 2001 and became President of La Rosa Development,\nCorp., a position he holds today. From 2008 to 2010, as President of the Casa Latino group of companies, he co-developed the first Latino\nreal estate franchise throughout the United States, which in 2010 was ranked by the National Association of Realtors as one of the Fastest\nGrowing Real Estate Franchises in the U.S. In 2004, Mr. La Rosa founded La Rosa Realty, LLC and is responsible for its past and current\ngrowth into a customer-oriented, agent-centric model of real estate brokerage powered by AI based technology tools. In addition to being\nhome to almost 3,000 real estate professionals and being one of the top three brokerages in the State of Florida and in the top 20 brokerages\nin the National Association of Realtors, La Rosa Realty has continued its growth and expansion into supporting auxiliary services such\nas La Rosa Property Management, LLC, La Rosa CRE LLC (commercial), La Rosa Coaching, LLC and La Rosa Franchising, LLC. From October 2023,\nMr. La Rosa serves as a Chief Executive Officer of Nona Legacy Powered By La Rosa Realty, Inc., a majority owned subsidiary of the Company.\nFrom December 2023 to date, Mr. La Rosa serves as the Manager of La Rosa Realty CW Properties, LLC, La Rosa Realty North Florida LLC,\nLa Rosa Realty Orlando, LLC, and La Rosa Realty Premier, LLC, all majority owned subsidiaries of the Company. From February 2024 to date,\nMr. La Rosa serves as the Manager of La Rosa Realty Winter Garden LLC, majority owned subsidiary of the Company. From February 2024 to\nFebruary 2026, Mr. La Rosa served as the Manager of Horeb Kissimmee Realty LLC, former subsidiary of the Company. From March 2024 to\ndate, Mr. La Rosa serves as the Chief Executive Officer and a member of the Board of Directors of La Rosa Realty California, a subsidiary\nof the Company. From April 2024 to date, Mr. La Rosa serves as the Manager of La Rosa Realty Lakeland LLC, a majority owned subsidiary\nof the Company. From May 2024 to September 2025, Mr. La Rosa served as the Manager of La Rosa Realty Success LLC, former subsidiary of\nthe Company. From August 2024 to date, Mr. La Rosa serves as the Manager of two wholly-owned subsidiaries of the Company: BF Prime LLC\nand FPG Title Group, LLC. From December 2024 to date, Mr. La Rosa serves as the Manager of La Rosa Realty Beaches LLC, a wholly owned\nsubsidiary of the Company. From January 2025 to December 2025, Mr. La Rosa served as the Co-Manager of La Rosa Realty NC LLC. From January\n2025 to date, Mr. La Rosa serves as the Manager LR Luxury LLC, a wholly owned subsidiary of the Company. From April 2025 to date, Mr.\nLa Rosa also serves as the Manager of LR Agent Advance, LLC, a wholly owned subsidiary of the Company. From April 2024 to date, Mr. La\nRosa graduated from Florida International University   with a Bachelor of Science degree in criminal justice. We believe that\nMr. La Rosa’s entrepreneurial, real estate, investment and leadership experience makes him well qualified to serve as a director\nof our Board.\n\n \n\n62\n\n \n\n \n\n**Deana\nLa Rosa** was appointed the Chief Operating Officer of the Company in February 2024. Mrs. La Rosa brings over 30 years of expertise\nin finance and real estate to the Company. Mrs. La Rosa joined the Company as a Director of Operations in September 2023. Prior to that\nshe served as the CEO of Lighthouse Mortgage Solutions from June 2022 through August 2023 and held key positions in management at Union\nHome Mortgage Corp. from January 2019 through June 2022 and The Federal Savings Bank from July 2015 through January 2019 as an SVP, where\nMrs. La Rosa consistently led her teams to top producer status. With almost two decades as a licensed mortgage broker, she has excelled\nas an owner, sales manager, and operations manager. Notably, Mrs. La Rosa played a pivotal role in coaching loan officers and realtors\nto achieve top-tier performance. Her educational background includes business management and accounting studies at Adelphi University,\ncomplemented by a certification in equities and bond market trading from the NY Institute of Finance. Mrs. La Rosa’s extensive\nexperience and commitment to excellence underscore her as a distinguished professional in finance and real estate. Mrs. La Rosa is the\nspouse of our Chief Executive Officer, Joseph La Rosa.\n\n \n\n**Alex\nSincler Santos** joined the Company in February 2022, initially serving as the Director of Technology before assuming the role of Chief\nTechnology Officer in August 2022. With over 28 years of experience in leadership and software development, Mr. Santos stands as a driving\nforce of technological innovation, consistently delivering transformative solutions that yield substantial business value. Before joining\nLa Rosa Holdings, Mr. Santos served as the Application Development Manager at COLAMCO, Inc., where he adeptly led a team of software\ndevelopers to achieve a series of successful projects. From 1996 to 2013, Mr. Santos held pivotal roles in technology, including serving\nas a Senior Software Developer for AmeriBen/IEC Group, Senior Developer/Manager for Finance Express Mortgage, among other esteemed positions.\nIn his current capacity as Chief Technology Officer, Mr. Santos spearheads the technological initiatives of the company, leveraging his\nexpertise to drive innovation and growth focused on a high-tech high-touch approach. Mr. Santos’ dynamic leadership fosters a culture\nof excellence and collaboration within the technology team, propelling the company forward in a competitive market landscape. Mr. Santos’\neducational background includes a bachelor’s degree in software engineering from PUC-PR and continuing education from Harvard University.\nThroughout his career, Mr. Santos has exemplified a relentless commitment to technological innovation and excellence, making significant\ncontributions to the organizations he has served.\n\n \n\n**Jaime\nCosculluela** was appointed to serve as a member of the Company’s Board effective as of February 2026. Mr. Cosculluela is a strategic\ngrowth advisor and entrepreneur with more than 15 years of experience in the entertainment and digital marketing world. In February 2023,\nMr. Cosculluela founded The Content Marketing Agency, helping artists to promote their music on digital platforms, which he owns and\noperates to date. In 2019, Mr. Cosculluela founded a recording studio, Jungl Studios, and a record label, Jungl LLC, both of which he\nowns and operates to date. From January 2018 to September 2021, Mr. Cosculluela acted as a co-founder of ShowKings LLC, a production\ncompany and ticketing platform. Prior to that, Mr. Cosculluela worked as a Senior Director – Investments at Oppenheimer & Co.\nInc. (from June 2014 to March 2017). He also served as a First Vice President at UBS Financial Services of Puerto Rico (from February\n2007 to June 2014), and a financial advisor at Popular Securities (from November 2001 to February 2007). Mr. Cosculluela completed coursework\nin Business Administration at the University of Cincinnati, where he was also a member of the university’s tennis team, and earned\na Bachelor’s degree in Business Administration from Universidad del Sagrado Corazón (Puerto Rico). The Board believes that\nMr. Cosculluela’s business development and entrepreneurial background as well as his experience in a financing industry make him\nqualified to serve on our Board.\n\n \n\n**Nicholas\nH. Adler** was appointed to serve as a Chairman of the Board effective as of December 2025. Mr. Adler is a licensed attorney in Nashville,\nTennessee specializing in defense litigation, bankruptcy, foreclosure, and real estate matters. He has been a partner at Brock &\nScott PLLC since 2012. After his graduation from law school, Mr. Adler practiced with a large international firm in New York specializing\nin securities regulation. Since 2005, his practice has focused on the representation of national and regional credit grantors in Tennessee.\nHe is also active in real estate development and asset management in Nashville as a principal of Q&A Developments, LLC which specializes\nin multi-family and mixed-use projects. Since September 2020, Mr. Adler also serves as Chairman of the Board of Directors of Freight\nTechnologies, Inc. (Nasdaq: FRGT) a technology company offering a portfolio of proprietary platform solutions across the supply chain\nprocess. Since November 2025, Mr. Adler serves as a director of Aero Velocity Inc., a specialized drone technology company. He earned\nhis B.A. in political science from Vanderbilt University and his J.D. from The Washington and Lee University School of Law. The Board\nbelieves that Mr. Adler is qualified to serve as a Chairman of the Board and as an independent member of the Board’s committees\nbecause of his legal, real estate development and asset management experience.\n\n \n\n63\n\n \n\n \n\n**Ambassador\nNed L. Siegel** was appointed to serve as a member of the Company’s Board effective February 2022. Ambassador Siegel is the President\nof The Siegel Group, a multi-disciplined international business management advisory firm he founded in 1997 in Boca Raton, Florida, specializing\nin real estate, energy, utilities, infrastructure, financial services, oil and gas and cyber and secure technology. Ambassador Siegel\nhas served since 2013 as Of Counsel to the law firm of Wildes & Weinberg, P.C. From October 2007 until January 2009, he served as\nthe United States Ambassador to the Commonwealth of The Bahamas. Prior to his Ambassadorship, in 2006, he served with Ambassador John\nR. Bolton at the United Nations in New York, as the Senior Advisor to the U.S. Mission and as the United States Representative to the\n61st Session of the United Nations General Assembly. From 2003 to 2007, Ambassador Siegel served on the Board of Directors of the Overseas\nPrivate Investment Corporation (“OPIC”), which was established to help U.S. businesses invest overseas, fostering economic\ndevelopment in new and emerging markets, complementing the private sector in managing the risk associated with foreign direct investment\nand supporting U.S. foreign policy. Appointed by Governor Jeb Bush, Ambassador Siegel served as a Member of the Board of Directors of\nEnterprise Florida, Inc. (“EFI”) from 1999-2004. EFI is the state of Florida’s primary organization promoting statewide\neconomic development through its public-private partnership. From February 2011 to April 2019, Ambassador Siegel served on the Board\nof Directors of PositiveID Corporation (OTCQB: PSID). From April 2014 to March 2020, Ambassador Siegel served as a director of the Board\nof Notis Global Inc. (OTC: NGBL). Ambassador Siegel served as a director and a member of the Board committees of Vocodia Holdings Corp.,\n(CBOE: VHAI) (from January 2023 to January 2025), and a director, Chairman of a compensation committee, and member of audit committee\nof Bannix Acquisition Corp. (Nasdaq: BNIX) (from October 2022 to July 2025). Ambassador Siegel presently serves on the Board of Directors\nof the following companies: Janover Inc. (Nasdaq: JNVR)(from July 2023), Worksport Ltd, (Nasdaq: WKSP) (from August 2021). He also presently\nserves in an advisory capacity to the U.S. Medical Glove Company. Ambassador Siegel received a B.A. from the University of Connecticut\nin 1973 and a J.D. from the Dickinson School of Law in 1976. In December 2014, he received an honorary degree of Doctor of Business Administration\nfrom the University of South Carolina. The Board believes that Ambassador Siegel’s vast professional experience, education, and\nprofessional credentials qualify him to serve as a member of the Company’s Board, and as an independent member of the Board’s\ncommittees.\n\n \n\n**Lourdes\nFelix** was appointed to serve as a member of the Company’s Board effective April 2024. Ms. Felix is an entrepreneur and corporate\nfinance executive with 30 years of combined experience in capital markets, public accounting and in the private sector. She currently\nserves as Chief Executive Officer, Chief Financial Officer, and a member of the board of directors of BioCorRx Inc. (OTCQB: BICX), a\ncompany focused on addiction treatment solutions and related disorders. She has been with BioCorRx since October 2012. Ms. Felix is one\nof the founders and President of BioCorRx Pharmaceuticals Inc., a majority owned subsidiary of BioCorRx Inc. Prior to joining BioCorRx,\nher experience was in the private sector and public accounting. From October 2021 to October 2025, Ms. Felix served as a member of the\nBoard of Directors of Siyata Mobile, Inc. (Nasdaq: CHAI), as an independent director, a chairperson of the Audit Committee, and a member\nof Compensation Committee and Nominating and Corporate Governance Committee. Since January 9, 2023, Ms. Felix has also been serving as\na member of the Board of Directors of Avalon GloboCare Corp. (Nasdaq: ALBT), as an independent director and the Chair of the Compensation\nCommittee. Ms. Felix has expertise in finance, accounting, company-wide operations, budgeting, and internal control principles including\nGAAP, SEC, and Sarbanes-Oxley Act compliance. She has a thorough knowledge of federal and state regulations and has successfully managed\nand produced SEC regulatory filings. She also has extensive experience in developing and managing financial operations. Ms. Felix holds\na Bachelor of Science in Accounting from the University of Phoenix. She is also an MBA candidate at D’Amore-McKim School of Business,\nNortheastern University. The Board believes that Ms. Felix is qualified to serve as a director of the Board of the Company because of\nher extensive investment and executive-level management experience, financial expertise, and extensive experience serving as a board\nmember of public companies.\n\n \n\n**Corporate\nGovernance**\n\n** **\n\nThe\nbusiness and affairs of our Company are managed under the direction of the Board. \n\n \n\n**Term\nof Office**\n\n** **\n\nDirectors\nserve until the next annual meeting of stockholders and their respective successors are elected and qualified, subject to the earlier\nof their death, resignation or removal. Our executive officers are elected by, and serve at the discretion of, our Board, subject to\nthe terms of any employment or other agreements.** **\n\n \n\n**Our\nControlled Company Status**\n\n \n\nBecause, as of June 3, 2026,\nMr. La Rosa beneficially owns 3,237 shares of our Common Stock and 1,800 shares of our Series X Preferred Stock which has 10,000\nvotes per share when voting together with the Common Stock, which will represent in the aggregate 18,003,237 votes, he can elect\nall of our directors and decide all other matters. Accordingly, we are a “controlled company” under the Nasdaq rules. A controlled\ncompany is not required to have a majority of independent directors or form an independent compensation or nominating and corporate governance\ncommittee.\n\n \n\nHowever,\nwe have a majority of independent directors on our Board and do not currently intend to utilize the exemptions provided by the Nasdaq\nrules. Nevertheless, for as long as we remain a “controlled company,” we could take advantage of these exemptions at any\ntime. In the event that we cease to be a “controlled company,” we will be required to comply with these provisions within\nthe transition periods specified in the Nasdaq Rules.\n\n \n\n64\n\n \n\n \n\n**Director\nIndependence**\n\n** **\n\nWe\nuse the definition of “independence” of The Nasdaq Stock Market LLC (“Nasdaq”) to make this determination. Nasdaq\nListing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of our Company\nor any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment\nin carrying out the responsibilities of a director. The Nasdaq rules provide that a director cannot be considered independent if:\n\n \n\n \n●\nthe director is, or at\nany time during the past three years was, an employee of our Company;\n\n \n\n \n●\nthe director or a family\nmember of the director accepted any compensation from our Company in excess of $120,000 during any period of 12 consecutive months\nwithin the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation\nfor Board or Board committee service);\n\n  \n\n \n●\na family member of the\ndirector is, or at any time during the past three years was, an executive officer of our Company;\n\n \n\n \n●\nthe director or a family\nmember of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which our Company made,\nor from which our Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s\nconsolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);\n\n \n\n \n●\nthe director or a family\nmember of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the\nexecutive officers of our Company served on the Compensation Committee of such other entity; or\n\n \n\n \n●\nthe director or a family\nmember of the director is a current partner of our Company’s outside auditor, or at any time during the past three years was\na partner or employee of our Company’s outside auditor, and who worked on our Company’s audit.\n\n \n\nOur\nBoard has determined that four directors, Mr. Adler, Mr. Siegel, Ms. Lourdes, and Mr. Cosculluela, are independent directors as defined\nin the Nasdaq listing rules and under Rule 10-A-3(b)(1) of the Exchange Act and applicable SEC rules. Under such rules, Mr. Joseph La\nRosa is not independent due to his position as our Chief Executive Officer and Interim Chief Financial Officer.\n\n \n\n**Family\nRelationships** \n\n** **\n\nExcept\nfor our Chief Operating Officer, Ms. Deana La Rosa, who is the spouse of our Chief Executive Officer and Interim Chief Financial Officer,\nJoseph La Rosa, there are no family relationships among any of our officers or directors. Mr. Michael A. La Rosa, former director of\nthe Board, and a brother of Joseph La Rosa, resigned on February 5, 2026. His resignation was not a result of any disagreement with the\nCompany on any matter relating to the Company’s operations, policies or practices.\n\n \n\n65\n\n \n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n** **\n\nTo\nthe best of our knowledge, none of our directors or executive officers have, during the past ten years, been involved in any legal proceedings\ndescribed in subparagraph (f) of Item 401 of Regulation S-K.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n** **\n\nWe\nhave adopted a written Code of Business Conduct and Ethics (the “Code”) that applies to our directors, officers and employees,\nincluding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing\nsimilar functions. We have posted a current copy of the Code on our website, *www.larosaholdings.com*. In addition, we will post\non our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from,\nany provision of the Code. The reference to our website address does not constitute incorporation by reference of the information contained\nat or available through our website, and you should not consider it to be a part of this Comprehensive Form 10-K.\n\n \n\n**Clawback\nPolicy**\n\n \n\nIn\nNovember 2023, the Board of Directors adopted the La Rosa Holdings Corp. Clawback Policy for the recovery of erroneously awarded incentive-based\ncompensation (the “Clawback Policy”), with an effective date of November 29, 2023, in order to comply with Section 10D of\nthe Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”), and the listing rules adopted by The Nasdaq Stock Market,\nLLC (collectively, the “Final Clawback Rules”). The Board was designated as the administrator of the Clawback Policy.\n\n \n\nThe\nClawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive\nofficers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare\nan accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether\na Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the\nClawback Policy, the Company may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a\nlookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.\n\n \n\nSince\nthe adoption of the Clawback Policy, we have had a restatement to our financial statements. However, this did not result in any difference\nin performance measures or any erroneously awarded compensation pursuant to our policy and there was no balance of erroneously awarded\ncompensation to be recovered as of December 31, 2025. \n\n \n\n**Insider\nTrading Policy**\n\n \n\nIn\nJune 2024, we adopted our amended and restated insider trading policy and in October 2025, we adopted our second amended and restated\ninsider trading policy (“Insider Trading Policy”). Our Insider Trading Policy governs the purchase, sale, and/or other dispositions\nof our securities by our directors, officers, and employees, to promote compliance with insider trading laws, rules and regulations,\nand applicable Nasdaq listing standards applicable to us. The Insider Trading Policy, among other things, prohibits our directors, officers,\nand employees from holding our securities in a margin account or pledging our securities as collateral for a loan. In addition, it prohibits\nemployees, officers, and directors from engaging in put or call options, short selling, or similar hedging activities involving our stock.\n\n \n\n**Board\nCommittees**\n\n \n\nOur\nBoard has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each comprised entirely\nof independent directors.\n\n \n\n66\n\n \n\n \n\nAudit\nCommittee\n\n \n\nOur\nAudit Committee consists of three independent directors: Mr. Adler, Mr. Siegel and Ms. Felix. Ms. Felix is the Chairman of the Audit\nCommittee. The Audit Committee will have at all times at least one “independent director” who is “financially literate”\nas defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to\nread and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.\nIn addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment\nexperience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background\nthat results in the individual’s financial sophistication. Our Board has determined that Ms. Felix. qualifies as an “Audit\nCommittee financial expert,” as defined under rules and regulations of the SEC. Currently, all members of our Audit Committee meet\nthe applicable independence requirements under Nasdaq Rules and Rule 10A-3 of the Exchange Act.\n\n \n\nThe\nresponsibilities of the Audit Committee are included in a written charter. The Audit Committee acts on behalf of our Board in fulfilling\nour Board’s oversight responsibilities with respect to our accounting and financial reporting processes, the systems of internal\ncontrol over financial reporting and audits of financial statements and reports and also assists our Board of Directors in its oversight\nof the quality and integrity of our financial statements and reports and the qualifications, independence and performance of our independent\nregistered public accounting firm. For this purpose, the Audit Committee performs several functions. The Audit Committee’s responsibilities\ninclude, among others, the following:\n\n \n\n \n●\nreviewing and discussing\nwith management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited\nfinancial statements should be included in our annual disclosure report;\n\n \n\n \n●\ndiscussing with management\nand the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial\nstatements;\n\n \n\n \n●\ndiscussing with management\nmajor risk assessment and risk management policies;\n\n \n\n \n●\nmonitoring the independence\nof the independent auditor;\n\n \n\n \n●\nverifying the rotation\nof the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing\nthe audit as required by law;\n\n \n\n \n●\nreviewing and approving\nall related-party transactions;\n\n \n\n \n●\ninquiring and discussing\nwith management our compliance with applicable laws and regulations;\n\n \n\n \n●\npre-approving all audit\nservices and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services\nto be performed;\n\n \n\n \n●\nappointing or replacing\nthe independent auditor;\n\n \n\n \n●\ndetermining the compensation\nand oversight of the work of the independent auditor (including resolution of disagreements between management and the independent\nauditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;\n\n \n\n67\n\n \n\n \n\n \n●\nestablishing procedures\nfor the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports\nwhich raise material issues regarding our financial statements or accounting policies; and\n\n \n\n \n●\napproving reimbursement\nof expenses incurred by our management team in identifying potential target businesses.\n\n \n\nCompensation\nCommittee \n\n \n\nOur\nCompensation Committee is comprised of three individuals: Mr. Adler, Ms. Felix, and Mr. Siegel, each of whom is an independent director.\nMr. Adler serves as the Chairman of the committee.\n\n \n\nThe\nCompensation Committee acts on behalf of our Board of Directors to fulfill our Board of Directors’ responsibilities in overseeing\nour compensation policies, plans and programs; and in reviewing and determining the compensation to be paid to our executive officers and\nnon-employee directors. The responsibilities of the Compensation Committee are included in its written charter. The Compensation\nCommittee’s responsibilities include, among others:\n\n \n\n \n●\nreviewing, modifying and\napproving and making recommendations to our Board of Directors regarding our overall compensation strategy and policies, and reviewing,\nmodifying and approving corporate performance goals and objectives relevant to the compensation of our executive officers and other\nsenior management;\n\n \n\n \n●\ndetermining and approving\n(or, if it deems appropriate, recommending to our Board of Directors for determination and approval) the compensation and terms of\nemployment of our Chief Executive Officer, including seeking to achieve an appropriate level of risk and reward in determining the\nlong-term incentive component of the Chief Executive Officer’s compensation;\n\n \n\n \n●\ndetermining and approving\n(or, if it deems appropriate, recommending to our Board of Directors for determination and approval) the compensation and terms of\nemployment of our executive officers and other members of senior management;\n\n \n\n \n●\nreviewing and approving\n(or, if it deems appropriate, making recommendations to our Board of Directors regarding) the terms of employment agreements, severance\nagreements, change-of-control protections and other compensatory arrangements for our executive officers and other senior\nmanagement;\n\n \n\n \n●\nconducting periodic reviews\nof the base compensation levels of all of our employees generally;\n\n \n\n \n●\nreviewing and approving\nthe type and amount of compensation to be paid or awarded to non-employee directors; \n\n \n\n \n●\nreviewing and approving\nthe adoption, amendment and termination of our stock option plans, stock appreciation rights plans, pension and profit sharing plans,\nincentive plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans, 401(k) plans, supplemental retirement\nplans and similar programs, if any; and administering all such plans, establishing guidelines, interpreting plan documents, selecting\nparticipants, approving grants and awards and exercising such other power and authority as may be permitted or required under such\nplans; and\n\n \n\n \n●\nreviewing our incentive\ncompensation arrangements to determine whether such arrangements encourage excessive risk-taking, reviewing and discussing at least\nannually the relationship between our risk management policies and practices and compensation and evaluating compensation policies\nand practices that could mitigate any such risk.\n\n \n\n68\n\n \n\n \n\nNominating\nand Corporate Governance Committee \n\n \n\nOur\nNominating and Corporate Governance Committee (“Nominating Committee”) is comprised of three individuals: Ms. Felix, Mr.\nAdler, and Mr. Siegel, each of whom is an independent director. Mr. Siegel serves as the Chairman of the committee. The responsibilities\nof the Nominating Committee are included in its written charter, which is available on the Company’s website, *www.larosaholdings.com*.\nThe Nominating Committee acts on behalf of our Board of Directors to fulfill our Board of Directors’ responsibilities in overseeing\nall aspects of our nominating and corporate governance functions. The responsibilities of the Nominating Committee include, among others:\n\n \n\n \n●\nmaking\nrecommendations to our Board of Directors regarding corporate governance issues;\n\n \n\n \n●\nidentifying,\nreviewing and evaluating candidates to serve as directors (consistent with criteria approved by our Board of Directors);\n\n \n\n \n●\ndetermining\nthe minimum qualifications for service on our Board of Directors;\n\n \n\n \n●\nreviewing\nand evaluating incumbent directors;\n\n \n\n \n●\ninstituting\nand overseeing director orientation and director continuing education programs;\n\n \n\n \n●\nserving\nas a focal point for communication between candidates, non-committee directors and our management;\n\n \n\n \n●\nrecommending\nto our Board of Directors for selection candidates to serve as nominees for director for the annual meeting of stockholders;\n\n \n\n \n●\nmaking\nother recommendations to our Board of Directors regarding matters relating to the directors;\n\n \n\n \n●\nreviewing\nsuccession plans for our Chief Executive Officer and our other executive officers;\n\n \n\n \n●\nreviewing\nand overseeing matters of corporate responsibility and sustainability, including potential long- and short-term trends and impacts\nto our business of environmental, social, and governance issues, and our public reporting on these topics; and\n\n \n\n \n●\nconsidering\nany recommendations for nominees and proposals submitted by stockholders.\n\n \n\nIn\nmaking nominations, the Nominating Committee intends to submit candidates who have high personal and professional integrity, who have\ndemonstrated exceptional ability and judgment and who are effective, in conjunction with the other nominees to the Board, in collectively\nserving the long-term interests of the stockholders. In evaluating nominees, the Nominating Committee intends to take into consideration\nattributes such as leadership, independence, interpersonal skills, financial acumen, business experiences and industry knowledge.\n\n \n\nOne\nof the primary responsibilities of the Nominating Committee is to make appropriate recommendations to the Board for the appointment or\nre-appointment of directors. The Company seeks to have directors who, in addition to relevant commercial and business expertise, meet\nthe highest standards of character and personal integrity, judgment and critical thinking, who have an inquiring mind, vision, a willingness\nto ask hard questions and the ability to work well with others, who are free of any conflict of interest that would interfere with proper\nperformance of their responsibilities, who are willing and able to devote sufficient time to the affairs of the Company, and have the\ncapacity and desire to represent the best interests of the stockholders of the Company as a whole. In recommending appointments to the\nBoard, the Nominating Committee is mindful of the overall balance of the skills, knowledge and experience of Board members against the\ncurrent and future requirements of the Company and of the benefits of diversity. The Company recognizes the importance of diversity at\nall levels of the Company as well as on the Board and considers overall Board balance and diversity when appointing new directors.\n\n \n\n69\n\n \n\n \n\nOur\nNominating Committee seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of\nour business and industry with a reputation for integrity. Diversity of experience, expertise, and viewpoints is one of many factors\nthe Nominating Committee considers when recommending director nominees to our Board. Further, our Nominating Committee is committed to\nactively seeking highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which\nnew candidates are selected. Our Nominating Committee also seeks members that have experience in positions with a high degree of responsibility\nor are, or have been, leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with\ndifferent backgrounds, based upon the contributions they can make to our Company.\n\n \n\nThe\nCompany employs multiple strategies in identifying director nominees, including the obtaining of recommendations from security holders,\nfrom current directors, and from the Company’s corporate advisors. The Company also intends to utilize professional recruitment\nfirms, as may be required, in seeking qualified director nominees. The qualifications of director nominees are evaluated by the Nominating\nCommittee to determine if the director nominees have the requisite expertise to maintain a proper balance of skills required by the Board.\nThe Nominating Committee does not have a formal policy with respect to the consideration of director candidates recommended by stockholders,\nhowever, there are no differences in the evaluation of director nominees recommended by security holders. Director nominees are interviewed\nin depth by the Nominating Committee and the Board to further qualify the director nominees and evaluate the personal integrity and character\nof the candidate.\n\n \n\nSince\nthe date of our most recent periodic report, there were no changes to the procedure by which our security holders may recommend nominees\nto our Board.\n\n** **\n\n**Meetings\nof the Board of Directors**\n\n \n\nDuring\nits fiscal year ended December 31, 2025, the Board formally met a total of five times and our Audit Committee met four times in 2025.\nThe Board also acted by written consent on numerous occasions.\n\n** **\n\n**Indemnification\nand Limitation on Liability of Directors**\n\n \n\nOur\nArticles of Incorporation limit the liability of our directors to the fullest extent permitted by Nevada law. Nothing contained in the\nprovisions will be construed to deprive any director of his right to all defenses ordinarily available to the director nor will anything\nherein be construed to deprive any director of any right he may have for contribution from any other director or other person.\n\n \n\nAt\npresent, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification\nwill be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to our directors,\nofficers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the\nSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.\n\n \n\n**Board\nLeadership Structure**\n\n** **\n\nOur\nBoard of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as\nto provide effective oversight of management. Our Board of Directors currently believes that our existing leadership structure, under\nwhich Mr. La Rosa serves as our Chief Executive Officer and director, and Mr. Adler serves as a Chairman of the Board, is effective,\nprovides the appropriate balance of authority between independent and non-independent directors, and achieves the optimal governance\nmodel for us and for our stockholders.\n\n \n\n**Role\nof Board in the Risk Oversight Process**\n\n** **\n\nOur\nBoard as a whole has responsibility for risk oversight. Our Board exercises this risk oversight responsibility directly and through its\ncommittees. The risk oversight responsibility of our Board and its committees are informed by reports from our management teams to provide\nvisibility to our Board about the identification, assessment, and management of key risks and our management’s risk mitigation\nstrategies. Our Board has primary responsibility for evaluating strategic and operational risks, including those related to significant\ntransactions. Our Audit Committee has primary responsibility for overseeing our major financial and accounting risk exposures and, among\nother things, discusses guidelines and policies with respect to assessing and managing risk with management and our independent auditor.\nOur Compensation Committee has responsibility for evaluating risks arising from our compensation and people policies and practices. Our\nNominating Committee has responsibility for evaluating risks relating to our corporate governance practices. Our committees and management\nprovide reports to our Board on these matters.\n\n \n\n70\n\n \n\n \n\nIn\nits governance role, and particularly in exercising its duty of care and diligence, our Board is responsible for ensuring that appropriate\nrisk management policies and procedures are in place to protect the Company’s assets and business. Our Board has broad and ultimate\noversight responsibility for our risk management processes and programs, and executive management is responsible for the day-to-day evaluation\nand management of risks to the Company. We do not have a policy as to whether our Chairman and Chief Executive Officer’s roles\nshould be separate. Instead, our Board makes this determination based on what best serves our Company’s needs at any given time.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our outstanding shares of Common\nStock (“Ten Percent Holders”) to file with the SEC reports of their share ownership and changes in their share ownership\nof our Common Stock. Directors, executive officers and Ten Percent Holders are also required to furnish us with copies of all ownership\nreports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us, the following\ndirectors, executive officers and Ten Percent Holders did not comply with all Section 16(a) filing requirements in the fiscal year ended\non December 31, 2025 as follows:\n\n \n\n(i)Mr.\nSantos, our Chief Technology Officer, filed his form 4 regarding one transaction as\nof February 7, 2025, late in July 2025;\n\n \n\n(ii)Mr.\nAlavi, our former member of the Board, filed his form 4 regarding one transaction as\nof August 11, 2025, late in August 2025;\n\n \n\n(iii)Ms.\nFelix filed his form 4 regarding one transaction as of August 11, 2025, late in August\n2025;\n\n \n\n(iv)Mr.\nMichael La Rosa, our former member of the Board, filed his form 4 regarding one transaction\nas of August 11, 2025, late in August 2025;\n\n \n\n(v)Ambassador\nSiegel, a member of our Board, filed his form 4 regarding one transaction as of August 11,\n2025, late in August 2025;\n\n \n\n(vi)Mr.\nJoseph La Rosa and Mrs. La Rosa filed their joint form 4 regarding two transactions\nas of August 11, 2025, late in August 2025;\n\n \n\n(vii)Mr.\nJoseph La Rosa and Mrs. La Rosa filed their joint form 4 regarding one transaction as\nof November 6, 2025, late in January 2026."}