{"url_path":"/sec/lrhc/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.**","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":11956,"has_tables":true,"body_markdown":"**Item\n11. Executive Compensation.**\n\n \n\nThe\nfollowing table summarizes compensation for the years ended December 31, 2025 and 2024 for our “named executive officers”\n(the “NEOs”), namely our (i) principal executive officer (PEO); (ii) our two other most highly compensated executive officers,\nother than PEO, whose total compensation exceeded $100,000 for the fiscal year ended December 31, 2025; and (iii) up to two additional\nindividuals for whom disclosure would have been provided pursuant to Item 402(m)(2)(ii) of Regulation S-K but for the fact that the individual\nwas not serving as an executive officer of the Company at the end of the last completed fiscal year.\n\n \n\n  \n   \n   \n   \nStock  \nOption  \nAll\nother  \n  \n\n  \nFiscal  \nSalary  \nBonus  \nawards  \nawards  \ncompensation  \nTotal \n\nName\nand principal position \nYear  \n**($)(1)**  \n($)  \n($)  \n($)(2)  \n($)  \n($) \n\n  \n   \n   \n   \n   \n   \n   \n  \n\nJoseph\nLa Rosa, Founder, President, \n 2024  \n$500,000  \n$49,800  \n$-  \n$2,370,306  \n$          -  \n$2,920,106 \n\nChief\nExecutive Officer (PEO) and Interim Chief Financial Officer \n 2025  \n$500,000  \n$418,000  \n$2,556,570  \n$128,000  \n$-  \n$3,602,570 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nKent\nMetzroth, Executive Vice President and Chief Financial Officer (3) \n 2024  \n$247,500  \n$25,000  \n$-  \n$-  \n$-  \n$272,500 \n\n  \n 2025  \n$-  \n$-  \n$-  \n$-  \n$-  \n$- \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nDeana\nLa Rosa, Chief Operating Officer (4) \n 2024  \n$250,000  \n$-  \n$-  \n$399,000  \n$-  \n$649,000 \n\n  \n 2025  \n$268,000  \n$41,667  \n$101,256  \n$-  \n$-  \n$410,923 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nAlex\nSantos, Chief Technology Officer \n 2024  \n$180,000  \n$16,000  \n$6,933  \n$-  \n$-  \n$202,933 \n\n  \n 2025  \n$192,000  \n$15,000  \n$1,030  \n$-  \n$-  \n$208,030 \n\n \n\n(1)\nReflects base salary earned\nduring the fiscal year covered.\n\n(2)\nThe dollar amounts in this column reflect\nthe aggregate grant date fair value of all stock options granted during the indicated fiscal year computed in accordance with accounting\nstandards.\n\n(3)\nMr. Metzroth resigned effective\nSeptember 30, 2024. On October 1, 2024, Mr. La Rosa was appointed Interim Chief Executive Officer of the Company.\n\n(4)\nMrs. La Rosa was appointed\nto serve as the Chief Operating Officer of the Company on February 1, 2024. Mrs. La Rosa served as Director of Operations from September\n2023 through January 2024.\n\n \n\n71\n\n \n\n \n\n**Employment\nand Related Agreements**\n\n** **\n\nWe\nexecuted the following employment agreements with our NEOs, the material terms of which are summarized below. The below summaries are\nnot complete descriptions of all provisions of the employment agreements and are qualified in their entirety by reference to the written\nemployment agreements, each filed as an exhibit to this Comprehensive Form 10-K.\n\n \n\n**Joseph\nLa Rosa**\n\n** **\n\nOn\nApril 29, 2022, we entered into an amended and restated employment agreement with Mr. Joseph La Rosa to serve as our Chief Executive\nOfficer, which was further amended on May 17, 2023, on December 7, 2023, on September 19, 2024 and on February 3, 2025 (as amended, the\n“Initial CEO Agreement”). On November 12, 2025, we entered into an amended and restated employment agreement with Mr. La\nRosa, which replaced the Initial CEO Agreement and was amended effective as of March 15, 2026 (as amended, the “CEO Agreement”).\nPursuant to the CEO Agreement, Mr. La Rosa is employed by the Company for an initial term starting November 12, 2025 and ending December\n31, 2027, with automatic renewals for successive one-year periods thereafter unless prior to 45 days before the end of the initial term\nor the anniversary date, either party notifies the other that it will not extend the agreement for another year. The Company shall pay\nMr. La Rosa an annual base salary of $200,000 during the term of the CEO Agreement, which may be reviewed by the Board at least annually\nand maybe increased but not decreased by the Board. During the term of his employment with the Company, Mr. La Rosa may be eligible to\nreceive a bonus with respect to a calendar year in the amount and based on terms approved by the Compensation Committee in its sole and\nexclusive discretion and consistent with the uses of cash agreed to by the Company.\n\n \n\nMr.\nLa Rosa is also entitled to receive fringe benefits and perquisites consistent with those provided to similarly situated executives of\nthe Company, including a corporate car and cellular telephone, and to participate in all employee benefit plans. Mr. La Rosa shall be\nentitled to 40 days of annual paid vacation per calendar year and shall be reimbursed for his out-of-pocket business, entertainment,\nand travel expenses incurred in connection with the performance of his duties under the CEO Agreements in accordance with the Company’s\nexpense reimbursement policies and procedures, approved by the Board. Any amounts payable under the CEO Agreement are subject to any\npolicy established by the Company providing for claw back or recovery of amounts that were paid to Mr. La Rosa. The Compensation Committee\nwill make any determination for claw back or recovery in its sole discretion and in accordance with any applicable law or regulation. \n\n \n\nMr.\nLa Rosa’s employment may be terminated by him or the Company at any time and for any or no reason with least 45 days advance written\nnotice from the terminating party. If Mr. La Rosa’s employment is terminated by the Company for “cause” (as defined\nin the CEO Agreement), Mr. La Rosa will be entitled only to accrued and unpaid base salary through the date of termination. If Mr. La\nRosa’s employment is terminated by his failure to renew his agreement, or by Mr. La Rosa without “good reason” (as\ndefined in the CEO Agreement), then he will be entitled to receive: (i) a sum equal to 60 days’ of base salary (“Lump Sum\nPayment”), paid in a lump sum no later than one week after the end of the Release Execution and Recission Period (as defined in\nthe CEO Agreement); (ii) any accrued but unpaid base salary and accrued but unused paid time off; (iii) reimbursement for unreimbursed\nbusiness expenses properly incurred; and (iv) such equity compensation and employee benefits, if any, to which he may be entitled under\nthe Company’s equity compensation and employee benefit plans as of the date of termination (items (ii) and (iv) are collectively\nreferred to as the “Accrued Amounts”). If Mr. La Rosa’s employment is terminated due to non-renewal of his employment\nagreement by the Company or if he terminates his employment for good reason, or if the Company terminates his employment without cause,\nhe will receive from the Company (i) the Accrued Amounts, (ii) the Lump Sum Payment, and (iii) under the Consolidated Omnibus Budget\nReconciliation Act of 1985 (“COBRA”) payment, or reimbursement for 100% of the cost of medical, dental, and vision coverage\nfor Mr. La Rosa and his dependents for up to 18 months after the termination of employment.\n\n \n\nIf\nMr. La Rosa’s employment is terminated by his death or disability, the Company will pay him or his estate an amount equal to the\nAccrued Amounts.\n\n \n\nThe\nCompany has agreed to indemnify Mr. La Rosa to the fullest extent permitted by applicable law, the Company’s Articles of Incorporation,\nand the Company’s bylaws. As a condition of his employment with the Company, Mr. La Rosa also executed Confidential Information\nand Invention Assignment Agreement dated April 12, 2022, which was amended effective as of March 15, 2026 (as amended, the “CIA\nAgreement”), pursuant to which Mr. La Rosa agreed to non-competition restriction during the term of his employment with the Company\nand non-solicitation of Company clients or employees during his term of employment and for twelve months thereafter.\n\n \n\nMr.\nLa Rosa also serves as a director of the Board. In addition, since October 1, 2024, Mr. La Rosa assumed the role of Interim Chief Financial\nOfficer upon the departure of Kent Metzroth on September 1, 2024. Mr. La Rosa does not receive any additional compensation in respect\nof his appointment as a director or Interim Chief Financial Officer of Company.\n\n \n\n72\n\n \n\n \n\n**Alex\nSantos**\n\n** **\n\nOn\nJanuary 10, 2022, we entered into an employment agreement with Mr. Alex Santos, to serve as our Chief Technology Officer as of February\n1, 2022. The term of the agreement shall continue until it is terminated by either the Company or Mr. Santos upon 60 days prior written\nnotice. In consideration of his services, the Company is to pay Mr. Santos an annual salary of $180,000. Following the end of each calendar\nyear beginning with the 2022 calendar year, Mr. Santos is eligible to receive an annual bonus. Mr. Santos’ minimum guaranteed annual\nbonus shall be $15,000 payable in quarterly installments. The Company granted Mr. Santos 1 share of restricted Common Stock, which vested\non the one-year anniversary of the effective date of the agreement. On each year thereafter, on the annual anniversary of the date of\nthe effective date of the agreement, the Company shall grant Mr. Santos an additional 1 share of restricted Common Stock which shall\nvest on the one-year anniversary of issuance. \n\n \n\nMr.\nSantos is also entitled to receive other benefits generally available to other Company employees and he will be reimbursed for his documented\nand approved expenses related to and for promoting the business of the Company. Mr. Santos is entitled to three weeks paid vacation per\nyear.\n\n \n\nThe\nemployment agreement contains covenants of Mr. Santos concerning: (i) the confidentiality of Company information; (ii) the assignment\nof his work product to the Company; (iii) his non-solicitation of Company clients or employees during his term of employment and for\nthree years thereafter; and (iv) his non-disparagement of the Company or its directors, officers and employees. If his employment is\nterminated under any circumstances other than a termination by the Company without cause or a termination by him for good reason (including\na voluntary termination by Mr. Santos without good reason or a termination by the Company for cause or due to Mr. Santos’ death\nor disability), the Company’s obligations under the employment agreement will immediately cease and Mr. Santos will only be entitled\nto receive: (i) the Salary that has accrued and is unpaid and to which Mr. Santos is entitled as of the effective date of such termination\nand to the extent consistent with general Company policy; (ii) unreimbursed business expenses; (iii) any bonus earned and approved by\nthe Board but not yet paid; (iv) any amounts or benefits to which he is then entitled under the terms of the benefit plans then-sponsored\nby the Company. If Mr. Santos employment is terminated by the Company without cause or in the event of change in control of the Company\n(whether or not Mr. Santos is retained by a successor entity), the Company shall pay Mr. Santos in a single lump sum an amount of $100,000.\n\n \n\n**Deana\nLa Rosa**\n\n \n\nOn\nJanuary 31, 2024, we entered into an employment agreement with Mrs. Deana La Rosa to act as our Chief Operating Officer as of the February\n1, 2024, the effective date of the agreement, which was amended effective as of March 15, 2026 (as amended, the “COO Employment\nAgreement”). The COO Employment Agreement was for an initial term of one year and shall be automatically extended thereafter, upon\nthe same terms and conditions, for successive periods of one (1) year, unless and until either party provides written notice of its intention\nnot to extend the term of the agreement at least 45 days prior to the applicable renewal date.\n\n \n\nMrs.\nLa Rosa receives a base salary of $100,000 per year (the “Salary”). In addition, Mrs. La Rosa is eligible, following the\nend of each calendar year beginning with the 2024 calendar year, to receive an annual performance bonus targeted of up to 50% of the\nher Salary based upon periodic assessments of her performance as well as the achievement of specific individual and corporate objectives\ndetermined by the Board of Directors or the Compensation Committee after consultation with Mrs. La Rosa and provided to her in writing\nno later than the end of the first calendar quarter of the applicable bonus year. The target bonus must be approved by the Compensation\nCommittee. No amount of target bonus is guaranteed, and Mrs. La Rosa must be an employee on December 31 of the applicable bonus year\nin order to be eligible for any annual bonus for such year.\n\n \n\nPursuant\nto her employment agreement, on February 1, 2024, Mrs. La Rosa was granted a non-qualified stock option to purchase 38 shares of the\nCommon Stock, which vested immediately and is exercisable (including by cashless exercise) for 10 years at the exercise price per share\nequal to the Nasdaq Official Closing Price as of January 31, 2024. In addition, Mrs. La Rosa may be entitled to receive equity incentive\nawards inside or outside of any established equity plan of the Company in the amounts, within the timeframes and under the terms set\nby the Compensation Committee in its sole discretion. Mrs. La Rosa will be reimbursed for her reasonable, documented and approved expenses\nrelated to and for promoting the business of the Company. Mrs. La Rosa is entitled to five weeks’ vacation per year.\n\n \n\nThe\nemployment agreement contains covenants of Mrs. La Rosa concerning: (i) the confidentiality of Company information; (ii) the assignment\nof her work product to the Company; (iii) non-competition restriction during the term of her employment with the Company, (iv) her non-solicitation\nof Company clients or employees during her term of employment and for twelve months thereafter; and (v) her non-disparagement of the\nCompany or its directors, officers and employees.\n\n \n\n73\n\n \n\n \n\nIf\nher employment is terminated under any circumstances other than a termination by the Company without cause or a termination by him for\ngood reason (including a voluntary termination by Mrs. La Rosa without good reason or a termination by the Company for cause or due to\nMrs. La Rosa’s death or disability), the Company’s obligations under the employment agreement will immediately cease and\nMrs. La Rosa will only be entitled to receive: (i) the Salary that has accrued and is unpaid and to which Mrs. La Rosa is entitled as\nof the effective date of such termination and to the extent consistent with general Company policy; (ii) unreimbursed business expenses\nfor which expenses Mrs. La Rosa has timely submitted appropriate documentation; (iii) any target bonus earned and approved by the Board\nbut not yet paid; (iv) any amounts or benefits to which she is then entitled under the terms of the benefit plans then-sponsored by the\nCompany; and (v) any other payments required by applicable law.\n\n \n\nIf\nMrs. La Rosa’s employment is terminated by the Company without cause or by her with good reason, the Company shall: (i) continue\nto pay her Salary for a period of six months, and (ii) pay her, in a single lump sum all Accrued Obligations (as defined in the employment\nagreement).\n\n \n\n*Outstanding\nEquity Awards at Fiscal Year-End*\n\n \n\nOutstanding equity awards\nheld by the NEOs of the Company as of December 31, 2025 consist of options and restricted stock units as described in the table below. \n\n \n\n  \nOption Awards  \nStock Awards \n\n  \n   \n   \n   \n   \n   \n   \n   \n   \nEquity \n\n  \n   \n   \n   \n   \n   \n   \n   \nEquity  \nincentive \n\n  \n   \n   \n   \n   \n   \n   \n   \nincentive  \nplan \n\n  \n   \n   \n   \n   \n   \n   \n   \nplan  \nawards: \n\n  \n   \n   \n   \n   \n   \n   \nMarket  \nawards:  \nmarket \n\n  \n   \n   \n   \n   \n   \n   \nvalue  \nnumber  \nor\npayout \n\n  \n   \n   \nEquity  \n   \n   \n   \nof  \nof  \nvalue\nof \n\n  \n   \n   \nincentive  \n   \n   \n   \nshares  \nunearned  \nunearned \n\n  \n   \n   \nplan  \n   \n   \nNumber  \nor  \nshares,  \nshares, \n\n  \n   \n   \nawards:  \n   \n   \nof\nshares  \nunits\nof  \nunits\nor  \nunits\nor \n\n  \nNumber\nof  \nNumber\nof  \nNumber\nof  \n   \n   \nor\nunits  \nstock  \nother  \nother \n\n  \nsecurities  \nsecurities  \nsecurities  \n   \n   \nof\nstock  \nthat  \nrights  \nrights \n\n  \nunderlying  \nunderlying  \nunderlying  \n   \n   \nthat\nhave  \nhave  \nthat\nhave  \nthat\nhave \n\n  \nunexercised  \nunexercised  \nunexercised  \nOption  \nOption  \nnot  \nnot  \nnot  \nnot \n\n  \noptions\n(#)  \noptions\n(#)  \nunearned  \nexercise  \nexpiration  \nvested  \nvested  \nvested  \nvested \n\nName \nexercisable  \nunexercisable  \noptions\n(#)  \nprice\n($)  \ndate  \n(#)  \n(#)  \n(#)  \n($) \n\nJoseph\nLa Rosa, CEO \n 430(1)  \n        -  \n       -  \n  (1) \n  (1) \n     -  \n   -  \n     -  \n - \n\nDeana\nLa Rosa, COO \n 38(2)  \n -  \n -  \n$13,865  \n 2/1/2034  \n -  \n -  \n -  \n - \n\nAlex\nSantos, CTO \n -  \n -  \n -  \n -  \n -  \n 1(3)  \n 1,030  \n 1  \n 1,030 \n\n \n\n(1)\nRepresents the following non-qualified stock option grants to Mr. La Rosa pursuant to 2022 Plan, which fully vested on the grant date: (i) a stock option to purchase 113 shares of Common Stock at an exercise price of $16,710, granted on December 7, 2023 and expiring on December 7, 2033; (ii) a stock option to purchase 100 shares of Common Stock at an exercise price of $12,000 granted on January 2, 2024 and expiring on January 2, 2034; (iii)a stock option to purchase 17 shares of Common Stock at an exercise price of $13,866 granted on February 1, 2024 and expiring on February 1, 2034; (iv) a stock option to purchase 75 shares of Common Stock at an exercise price of $13,920 granted on March 15, 2024 and expiring on March 15, 2034; (v)a stock option to purchase 25 shares of Common Stock at an exercise price of $8,320, granted on June 18, 2024 and expiring on June 18, 2034; (vi) a stock option to purchase 75 shares of Common Stock at the exercise price of $5,359, granted on December 4, 2024 and expiring on December 4, 2034; and (vii) a stock option to purchase 25 shares of Common Stock at the exercise price of $6,755, granted on January 2, 2025 and expiring on January 2, 2035.\n\n \n\n(2)\nOn February 1, 2024, we granted Mrs. La Rosa a non-qualified stock option to purchase 38 shares of Common Stock at an exercise price $13,865 under the 2022  Plan, which fully vested on the grant date and expires on February 1, 2034.\n\n \n\n(3)\nOn February 1, 2025, we granted Mr. Santos 1 RSU, which vested and automatically converted into the shares of Common Stock on February 1, 2026.\n\n \n\n**2022\nEquity Incentive Plan**\n\n** **\n\nWe\nhave adopted the 2022 Equity Incentive Plan (the “Original 2022 Plan”) that was approved by our stockholders and effective\nas of January 10, 2022. On September 19, 2024, our Compensation Committee and our Board of Directors approved Amended and Restated La\nRosa Holdings 2022 Equity Incentive Plan (the “Amended 2022 Plan”). Our stockholders approved Amended 2022 Plan on November\n19, 2024, and it replaced the Original 2022 Plan in its entirety. \n\n \n\nOn\nJuly 9, 2025, our Compensation Committee, our Board of Directors, and the stockholders holding a majority of the voting power of the\nCompany (by written consent in lieu of a stockholders’ meeting) approved the Second Amended and Restated La Rosa Holdings 2022\nEquity Incentive Plan (as further amended, the “2022 Plan”). The 2022 Plan became effective on August 11, 2025, replaced\nthe Amended 2022 Plan in its entirety and was further amended on December 11, 2025.\n\n \n\n74\n\n \n\n \n\nThe\nmaterial features of the 2022 Plan are outlined below. The below summary is qualified in its entirety by reference to the 2022 Plan and\nits amendment which are filed as exhibits to this report.\n\n \n\n*Purpose.*The 2022 Plan is intended to secure for the Company the benefits arising from ownership of the Company’s Common Stock by the\nemployees, officers, directors, and consultants of the Company, all of whom are responsible for the Company’s future growth. The\nPlan is designed to attract and retain qualified personnel, reward employees, officers, directors, and consultants for their services\nto the Company, and motivate such individuals through added incentives to further contribute to the Company’s success.\n\n \n\n*Eligibility*.\nThe 2022 Plan provides an opportunity for any employee, officer, director, or consultant of the Company (which may include agents of\nthe Company), subject to any limitations provided by federal or state securities laws, to receive incentive stock options (to eligible\nemployees only), non-qualified stock options, restricted stock awards, other stock awards, or any combination of the foregoing. In making\nsuch determinations, the Compensation Committee may take into account the nature of the services rendered by such person, his or her\npresent and potential future contribution to the Company’s success, and such other factors as the Compensation Committee in its\ndiscretion shall deem relevant. Incentive stock options granted under the 2022 Plan are intended to qualify as “incentive stock\noptions” within the meaning of Section 422 of the Internal Revenue Code of 1986 (the “Code”). Non-qualified (non-statutory\nstock options) granted under the 2022 Plan are not intended to qualify as incentive stock options under the Code. No awards can be issued\nto any person in consideration for services rendered where such services are in connection with the offer or sale of securities in a\ncapital-raising transaction, or they directly or indirectly promote or maintain a market for the Company’s securities.\n\n \n\nNo\nincentive stock option may be granted under the 2022 Plan to any person who, at the time of the grant, owns (or is deemed to own) stock\npossessing more than 10% of the total combined voting power of our Company or any affiliate of our Company unless the exercise price\nis at least 110% of the fair market value of the stock subject to the option on the date of grant and the term of the option does not\nexceed five years from the date of grant.\n\n \n\n*Administration*.\nThe Plan is administered by the Compensation Committee of the Board of Directors. The Compensation Committee has the exclusive right\nto interpret and construe the 2022 Plan, to select the eligible persons who shall receive an award, and to act in all matters pertaining\nto the grant of an award and the determination and interpretation of the provisions of the related award agreement, including, without\nlimitation, the determination of the number of shares subject to stock options and the option period(s) and option price(s) thereof,\nthe number of shares of restricted stock or shares subject to stock awards or performance shares subject to an award, the vesting periods\n(if any) and the form, terms, conditions and duration of each award, and any amendment thereof consistent with the provisions of the\n2022 Plan.\n\n* *\n\n*Shares\nSubject to the 2022 Plan*. Under the Original 2022 Plan, subject to adjustment in connection with the payment of a stock dividend,\na stock split or subdivision or combination of the shares of Common Stock, or a reorganization or reclassification of the Common Stock,\nthe maximum aggregate number of shares of Common Stock which may be issued pursuant to awards under the plan was 625 shares. This number\nwas increased to 1,500 shares as of November 19, 2024 pursuant to the Amended 2022 Plan and to 1,563 shares as of January 1, 2025 due\nto the automatic share reserve increase provision of the plan. It was further increased to 3,750 shares pursuant to the 2022 Plan as\nof August 11, 2025 and to 5,846 shares as of January 1, 2026 due to the automatic share reserve increase provision of the plan.\n\n \n\nAs\nof the date of this report, the maximum aggregate number of shares which may be issued under the 2022 Plan is 5,846 shares, which is\nsubject to an automatic annual share reserve increase in an amount equal to the least of (a) 500,000 shares, (b) a number of shares equal\nto ten percent (10%) of the total number of shares of all classes of Common Stock of the Company outstanding on the last day of the immediately\npreceding fiscal year, or (c) such number of shares determined by the administrator of the plan no later than the last day of the immediately\npreceding fiscal year. Such shares of common stock are made available from the authorized and unissued shares of the Company.\n\n* *\n\nIf\nshares of Common Stock subject to an option or performance award granted under the 2022 Plan expire or otherwise terminate without being\nexercised (or exercised in full), such shares will become available again for grants under the 2022 Plan. If shares of restricted stock\nawarded under the 2022 Plan are forfeited to us or repurchased by us, the number of shares forfeited or repurchased shall not again be\navailable under the 2022 Plan. Similarly, any shares cancelled in cashless exercises are not available for re-issuance under the 2022\nPlan. \n\n \n\nThe\nCompany cannot determine the amounts of awards that will be granted or allocated under the 2022 Plan or the benefits of any awards to\nthe executive officers and directors of the Company or employees who are not executive officers as a group. Under the terms of the 2022\nPlan, the number of awards to be granted is within the discretion of the Compensation Committee. The Compensation Committee may issue\noptions, shares of restricted stock, restricted stock units or other awards under the 2022 Plan for such consideration as determined\nin their sole discretion, subject to applicable law.\n\n \n\nSince\nthe date the 2022 Plan was originally approved by the Board of Directors and the sole stockholder, we have issued 624 stock options,\n3,043 shares of restricted stock, and 53 restricted stock units to certain of our agents, consultants and employees.\n\n \n\n75\n\n \n\n \n\n*Pricing;\nVesting; Expiration.*The Compensation Committee, in its sole discretion, will determine the exercise price of any options granted\nunder the 2022 Plan which exercise price will be outlined in an agreement evidencing the option, provided, however, that at no time will\nthe exercise price be less than the par value per share of the Company’s Common Stock. Also, the exercise price of incentive stock\noptions may not be less than the fair market value of the Common Stock subject to the option on the date of the grant and, in some cases,\nmay not be less than 110% of such fair market value. The exercise price of non-statutory options may not be less than the Common Stock’s\nfair market value on the grant date. The exercise price of options granted under the 2022 Plan must be paid either in cash at the time\nthe option is exercised or, at the discretion of the Compensation Committee: (i) by delivery of already-owned shares of our Common Stock,\n(ii) pursuant to a deferred payment arrangement, (iii) pursuant to a net exercise arrangement, or (iv) pursuant to a cashless exercise\nas permitted under applicable rules and regulations of the SEC.\n\n \n\nOptions\nand other Awards granted under the 2022 Plan may be exercisable in cumulative increments, or “vest,” as determined by the\nCompensation Committee. The Compensation Committee has the power to accelerate the time as of which an option may vest or be exercised.\nShares of restricted stock acquired under a restricted stock purchase or grant agreement may, but need not, be subject to forfeiture\nto us or other restrictions that will lapse in accordance with a vesting schedule to be determined by the Compensation Committee. In\nthe event a recipient’s employment or service with our Company terminates, any or all of the shares of Common Stock held by such\nrecipient that have not vested as of the date of termination under the terms of the restricted stock agreement may be forfeited to our\nCompany in accordance with such restricted stock agreement.\n\n \n\nThe\nCompensation Committee will determine the expiration date of options and other awards granted under the 2022 Plan. The maximum term of\noptions and performance shares under the 2022 Plan is ten years, except that the maximum term is five years in certain cases.\n\n \n\n*Adjustments*.\nUpon the occurrence of: (i) the adoption of a plan of merger or consolidation of the Company with any other corporation or association\nas a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital\nstock of the surviving or resulting corporation; (ii) the approval by the Board of Directors of an agreement providing for the sale or\ntransfer (other than as security for obligations of the Company) of substantially all of the assets of the Company; or (iii) in the absence\nof a prior expression of approval by the Board of Directors, the acquisition of more than 20% of the Company’s voting capital stock\nby any person within the meaning of Rule 13d-3 under the Exchange Act (other than the Company or a person that directly or indirectly\ncontrols, is controlled by, or is under common control with, the Company); and unless otherwise provided in the award agreement with\nrespect to a particular award, all outstanding stock options will become immediately exercisable in full, subject to any appropriate\nadjustments, and will remain exercisable for the remaining option period, regardless of any provision in the related award agreement\nlimiting the ability to exercise such stock option or any portion thereof for any length of time. All outstanding performance shares\nwith respect to which the applicable performance period has not been completed will be paid out as soon as practicable, and all outstanding\nshares of restricted stock with respect to which the restrictions have not lapsed will be deemed vested, and all such restrictions shall\nbe deemed lapsed and the restriction period ended.\n\n \n\nAdditionally,\nafter the merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation\nof the Company and one or more corporations, or any other corporate reorganization of any form involving the Company as a party thereto\nand involving any exchange, conversion, adjustment or other modification of the outstanding shares of the Common Stock, each participant\nshall, at no additional cost, be entitled, upon any exercise of such participant’s stock option, to receive, in lieu of the number\nof shares as to which such stock option shall then be so exercised, the number and class of shares of stock or other securities or such\nother property to which such participant would have been entitled to pursuant to the terms of the agreement of merger or consolidation\nor reorganization, if at the time of such merger or consolidation or reorganization, such participant had been a holder of record of\na number of shares of Common Stock equal to the number of shares as to which such stock option shall then be so exercised.\n\n \n\n*Modification\nof Awards*. The Compensation Committee may reprice any stock option without the approval of the stockholders of the Company. For this\npurpose, “reprice” means: (i) any of the following or any other action that has the same effect: (A) lowering the exercise\nprice of a stock option after it is granted, (B) any other action that is treated as a repricing under U.S. generally accepted accounting\nprinciples, or (C) cancelling a stock option at a time when its exercise price exceeds the fair market value of the underlying Common\nStock, in exchange for another stock option, restricted stock or other equity, unless the cancelation and exchange occur in connection\nwith a merger, acquisition, spin-off or other similar corporate transaction; and (ii) any other action that is considered to be a repricing\nunder formal or informal guidance issued by the exchange or market on which the Company’s Common Stock then trades or is quoted.\nIn addition to, and without limiting the above, the Compensation Committee may permit the voluntary surrender of all or a portion of\nany stock option granted under the 2022 Plan to be conditioned upon the granting to the participant of a new stock option for the same\nor a different number of shares of Common Stock as the stock option surrendered, or may require such voluntary surrender as a condition\nprecedent to a grant of a new stock option to such participant. Subject to the provisions of the 2022 Plan, such new stock option will\nbe exercisable at such option price, during such option period and on such other terms and conditions as are specified by the Compensation\nCommittee at the time the new stock option is granted. Upon surrender, the stock options surrendered will be cancelled, and the shares\nof Common Stock previously subject to them will be available for the grant of other stock options.\n\n \n\n76\n\n \n\n \n\n*Termination\nof Employment or Consulting*. The incentive stock options will lapse and cease to be exercisable upon the termination of service of\nan employee or director as defined in the 2022 Plan, or within such period following termination of service as determined by the Compensation\nCommittee and set forth in the related award agreement; provided, further, that such period will not exceed the period of time ending\non the date three (3) months following termination of service. Non-incentive stock options are governed by the related award agreements.\n\n \n\n*Tax\nWithholding*. To the extent provided by the terms of an option or other award, a participant may satisfy any federal, state or local\ntax withholding obligation relating to the exercise of such option, or award by a cash payment upon exercise, or in the discretion of\nthe Compensation Committee, by authorizing our Company to withhold a portion of the stock otherwise issuable to the participant, by delivering\nalready-owned shares of our Common Stock or by a combination of these means.\n\n \n\n*Federal\nTax Consequences*. The following is a summary of the principal United States federal income tax consequences to the recipient and\nour Company with respect to participation in the 2022 Plan. This summary is not intended to be exhaustive and does not discuss the income\ntax laws of any city, state, or foreign jurisdiction in which a participant may reside.\n\n** **\n\nIncentive\nStock Options. There will be no federal income tax consequences to either the recipient upon the grant of an incentive stock option\nor us. Upon exercise of the option, the excess of the stock’s fair market value over the exercise price, or the “spread,”\nwill be added to the alternative minimum tax base of the recipient unless a disqualifying disposition is made in the year of exercise.\nA disqualifying disposition is the stock sale before the expiration of two years from the date of grant and one year from the date of\nexercise. If the shares of Common Stock are disposed of in a disqualifying disposition, the recipient will realize taxable ordinary income\nin an amount equal to the spread at the time of exercise, and will be entitled (subject to the requirement of reasonableness, the provisions\nof Section 162(m) of the Code and the satisfaction of a tax reporting obligation) to a federal income tax deduction equal to such amount.\nIf the recipient sells the shares of Common Stock after the specified periods, the gain or loss on the shares’ sale will be long-term\ncapital gain or loss and will not be entitled to a federal income tax deduction.\n\n \n\nNon-statutory\nStock Options and Restricted Stock Awards. Non-statutory stock options and restricted stock awards granted under the 2022 Plan generally\nhave the following federal income tax consequences.\n\n \n\nThere\nare no tax consequences to the participant or us because of the grant. Upon acquiring the stock, the recipient will recognize taxable\nordinary income equal to the excess, if any, of the stock’s fair market value on the acquisition date over the purchase price.\nHowever, to the extent the stock is subject to “a substantial risk of forfeiture” (as defined in Section 83 of the Code),\nthe taxable event will be delayed until the forfeiture provision lapses unless the recipient elects to be taxed on receipt of the stock\nby making a Section 83(b) election within 30 days of receipt of the stock. If such an election is not made, the recipient will generally\nrecognize income as and when the forfeiture provision lapses, and the income recognized will be based on the stock’s fair market\nvalue on such a future date. On that date, the recipient’s holding period for purposes of determining the long-term or short-term\nnature of any capital gain or loss recognized on a subsequent disposition of the stock will begin. If a recipient makes a Section 83(b)\nelection, the recipient will recognize ordinary income equal to the difference between the stock’s fair market value and the purchase\nprice, if any, as of the date of receipt and the holding period for purposes of characterizing as long-term or short-term any subsequent\ngain or loss will begin at the date of receipt.\n\n \n\nWith\nrespect to employees, we are generally required to withhold from regular wages or supplemental wage payments an amount based on the ordinary\nincome recognized. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of\na tax reporting obligation, we will generally be entitled to a business expense deduction equal to the taxable ordinary income realized\nby the participant.\n\n \n\nUpon\ndisposition of the stock, the recipient will recognize a capital gain or loss equal to the difference between the selling price and the\nsum of the amount paid for such stock plus any amount recognized as ordinary income with respect to the stock. Such gain or loss will\nbe long-term or short-term, depending on whether the stock has been held for more than one year.\n\n \n\nSection\n162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to certain senior executives of our Company\n(referred to as a covered employee) in a taxable year to the extent that compensation to such employees exceeds $1,000,000. It is possible\nthat compensation attributable to awards, when combined with all other types of compensation received by a covered employee from our\nCompany, may cause this limitation to be exceeded in any particular year.\n\n \n\n*Modification;\nAmendment; Termination*. The Compensation Committee may adopt, establish, amend and rescind such rules, regulations, and procedures\nas it may deem appropriate for the proper administration of the 2022 Plan, make all other determinations which are, in the Compensation\nCommittee’s judgment, necessary or desirable for the proper administration of the 2022 Plan, amend the 2022 Plan or a stock award\nas provided under the 2022 Plan, or terminate or suspend the 2022 Plan as provided therein. The Compensation Committee may also amend\nthe 2022 Plan at any time and from time to time. However, except for adjustments upon changes in Common Stock, no amendment will be effective\nunless approved by our stockholders to the extent that stockholder approval is necessary to preserve incentive stock option treatment\nfor federal income tax purposes. The Compensation Committee may submit any other amendment to the 2022 Plan for stockholder approval\nif it concludes that stockholder approval is otherwise advisable.\n\n \n\n77\n\n \n\n \n\nUnless\nsooner terminated, the 2022 Plan will terminate ten years from the date of its initial adoption by our Board of Directors, or on January\n10, 2032.\n\n** **\n\n**Agent Incentive\nProgram**\n\n** **\n\n*Amended\nAgent Plan*\n\n* *\n\nIn\nMarch 2022, we adopted, as an adjunct to the 2022 Plan, our 2022 Agent Incentive Plan and Participation Election Form (“Original\nAgent Plan”), which was further amended in April 2022. In March 2024, the Compensation Committee of the Board has approved an Amended\nand Restated 2022 Agent Incentive Plan (the “Amended Agent Plan”), which replaced the Original Agent Plan in its entirety.\n\n \n\nPursuant\nto the Amended Agent Plan, all participation in this Agent Plan is voluntary and no agent or broker will be penalized for not participating\nin the plan. The Company may sell, and may, in the Compensation Committee’s absolute discretion, grant, shares of the Company’s\nCommon Stock or RSUs to all agents and brokers in good standing with the Company, including each of the Company’s majority owned\nsubsidiaries (the “Majority Subsidiaries”), who are defined as “consultants” under the 2022 Plan (“Participants”)\nas a part of their, or as additional, compensation.\n\n \n\nAll\nagents and brokers in good standing with the Company and each of the Company’s Majority Subsidiaries (as described in that certain\nindependent contractor agreement signed by such agent and the Company or its Majority Subsidiary) are eligible to participate in the\nAmended Agent Plan unless they are licensed brokers, holding an equity interest in brokerage businesses, in which the Company also holds\nan equity interest. In addition, employees or independent contractors hired by the Company as team leaders whose job description specifically\nincludes recruitment functions are precluded from participating in the recruiting portion of the Agent Equity Program of the plan. Only\nindividuals who provide their social security number to the Company’s Stock Plan Administrator software are eligible. No business\nentities can participate in the Amended Agent Plan.\n\n** **\n\nThe\nAmended Agent Plan had two components:\n\n** **\n\n \n(1)\n**Agent Equity Program**:\nThe Company’s Agent Equity Program (the “Agent Equity Program”) includes the following two components:\n\n** **\n\n \na.\nBlue Diamond: Participants\nin the Agent Equity Program who: (i) close more than 20 sale transactions or make more than $6,000,000 gross sales volume in verified\nlisting or buy-side transactions (the “Milestones,” and each a “Milestone”) with the Company and its Majority\nSubsidiaries in a given fiscal year, and (ii) remain with the Company for at least 12 consecutive months thereafter, will receive\nRSUs equivalent to $2,000 based on the prior 30-day volume weighted average closing price (“VWAP”) of the Company’s\nCommon Stock on the Nasdaq Stock Market as of the last trading day prior to the Grant Date (as defined below), rounded down to a\nwhole share. Awards will be granted to qualifying Participants on the last trading day of the month of the first anniversary of the\ndate the Company verifies a Milestone has been achieved (the “Grant Date”). For example, if the Company verifies a Milestone\nhas been achieved on April 12, 2024, the Company will grant the Participate RSUs on April 30, 2025. RSUs will vest in 24 equal installments\nstarting the month following the Grant Date, with any remainder, if any, added to the last month of the vesting schedule. Participants\nwho terminate their relationship with the Company during the vesting period will forfeit any unvested RSUs. If the Participant does\nnot pay his or her annual or monthly dues pursuant to that certain independent contractor agreement signed by such agent and the\nCompany or its Majority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited.\n\n** **\n\n \nb.\nRecruiting:\n\n** **\n\n \n1.\nParticipant will receive\nRSUs that will have a value of $200 per agent recruited based on the prior 30-day VWAP of the Company’s Common Stock on the\nNasdaq Stock Market as of the last trading day prior to the date of the grant, rounded down to a whole share if such Participant:\n(i) recruits agents who become agents of the Company and remain agents of the Company for at least 12 consecutive months, and (ii)\nremains with the Company for at least 12 consecutive months. Such RSUs shall be granted for every agent recruited by a Participant.\nThe Company will grant the awards of RSUs to the qualifying Participant on the last trading day of the month of the first anniversary\nof the date that the Company verifies that a recruited agent has been with the Company for one year. Such RSUs will vest equally\nover the 24-month period starting the month after the RSUs are issued, with any remainder added to the last month of the vesting\nschedule. Participants who terminate their relationship with the Company during the vesting period will forfeit any unvested shares.\nIf the Participant does not pay his or her annual or monthly dues (pursuant to that certain independent contractor agreement signed\nby such agent and the Company or its Majority Subsidiary) within 60 days of the due date, all remaining unvested shares will be forfeited.\n\n \n\n78\n\n \n\n** **\n\n \n2.\nA Participant will receive\nRSUs that will have a value of $8,000 based on the prior 30-day VWAP of the Company’s Common Stock on the Nasdaq Stock Market\nas of the last trading day prior to the date of the grant, rounded down to a whole share if such a Participant: (i) recruits ten\n(10) agents in one fiscal year who become agents of the Company and remain agents of the Company for at least 12 consecutive months,\nand (ii) remains with the Company for at least 12 consecutive months. A Participant will receive an additional award under the same\nterms and qualifications for every multiple of ten (10) agents recruited in one fiscal year. The Company will grant the awards of\nRSUs to the qualifying Participant on the last trading day of the month of the first anniversary of the date that the Company verifies\nthat the requisite number of recruited agents have been with the Company for one year. Such RSUs will vest equally over the 24 month\nperiod starting the month after the RSUs are issued, with any remainder added to the last month of the vesting schedule. Participants\nwho terminate their relationship with the Company during the vesting period will forfeit any unvested shares. If the Participant\ndoes not pay his or her annual or monthly dues pursuant to that certain independent contractor agreement signed by such agent and\nthe Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested shares will be forfeited.\n\n** **\n\n \n(2)\n**Discretionary Bonus\nProgram**: All Participants in the Discretionary Bonus Program (the “Bonus Program”) are to be eligible for a grant\nof RSUs in the Compensation Committee’s discretion. The Compensation Committee or its designee may, from time to time, review\nthe performance of Participants who achieve outstanding results in their endeavors for the Company and may grant RSUs to such Participant\nwithout payment by such Participant. All RSUs granted under the Bonus Program will vest equally over the 36-month period starting\nthe month after the award is granted, with any remainder added to the last month of the vesting schedule. Participants who terminate\ntheir relationship with the Company during the vesting period will forfeit any unvested shares. If the Participant does not pay his\nor her annual or monthly dues pursuant to that certain independent contractor agreement signed by such agent and the Company or its\nMajority Subsidiary within 60 days of the due date, all remaining unvested shares will be forfeited.\n\n** **\n\n*Second\nAmended Agent Plan*\n\n \n\nIn\nSeptember 2024, the Compensation Committee of the Board approved the Second Amended and Restated La Rosa Holdings 2022 Agent Incentive\nPlan (“Second Amended Agent Plan”), that became effective upon approval by the stockholders of the Company on November 19,\n2024. The Second Amended Agent Plan replaced the Amended Agent Plan in its entirety.\n\n \n\n*The\nSecond Amended Agent Plan* had three components:\n\n \n\n \n(1)\nAgent Equity Program.\nThe Company’s Agent Equity Program (the “Agent Equity Program”) includes the following two components:\n\n \n\n \na.\nBlue Diamond: Participants\nin the Agent Equity Program will be eligible to receive an RSU who: (i) close more than 20 sale transactions or make more than $6,000,000\ngross sales volume in verified listing or buy-side transactions (the “Milestones,” and each a “Milestone”)\nwith the Company and its Majority Subsidiaries in a given calendar year, and (ii) remain with the Company for at least 12 consecutive\nmonths thereafter. Such RSUs will be granted to qualifying Participants on the last day of the month of the one-year anniversary\nof the date the Company verifies a Milestone has been achieved (the “Blue Diamond Grant Date”). The RSU will be equivalent\nto $2,000 on the Blue Diamond Grant Date, and the RSU value will be converted into shares of the Company’s Common Stock based\non the volume weighted average closing price (“VWAP”) of the month of the Blue Diamond Grant Date based on the Company’s\nCommon Stock on the Nasdaq Stock Market, rounded down to a whole share. For example, if the Company verifies a Milestone has been\nachieved on April 12, 2024, the Company will grant the Participant’s RSU on April 30, 2025. RSUs will vest in 24 ratable installments\nin whole shares starting the month following the Blue Diamond Grant Date. Participants who terminate their relationship with the\nCompany during the vesting period will forfeit any unvested RSUs. If the Participant is required upon the commission plan on which\nthey are enrolled, but does not pay his or her annual or monthly dues pursuant to that certain independent contractor agreement signed\nby such agent and the Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited.\nThe Blue Diamond program shall be effective as of January 1, 2023, meaning agents who meet the Milestones in the calendar year 2023,\nand each year thereafter, are eligible to receive an RSU.\n\n \n\n79\n\n \n\n \n\n \nb.\nUltimate Plan Cap.\n\n \n\nParticipants\nin the Agent Equity Program who enroll or renew under the Ultimate Plan 90-10 commission plan or the Ultimate Plan Business Builder commission\nplan (the “Profit Share Plans”), both of which have terms of 12 months from the agent start date, will be eligible to receive\nan RSU (i) once they cap their 10% portion of their commission in accordance with the terms of the Profit Share Plans and (ii) remain\nwith the Company for at least 12 consecutive months thereafter. Such RSUs will be granted to qualifying Participants on the last day\nof the month of the one-year anniversary of the date the Company verifies the agent achieved their cap (the “UP Cap Grant Date”).\nThe RSU will be equivalent to $10,000 on the UP Cap Grant Date, and the RSU value will be converted into shares based on the VWAP of\nthe month of the UP Cap Grant Date based on the Company’s Common Stock on the Nasdaq Stock Market, rounded down to a whole share.\nFor example, if the Company verifies the agent capped their 10% commission in accordance with the terms of the Profit Share Plans on\nMay 15, 2024, the Company will grant the Participant’s RSU on May 31, 2025. RSUs will vest in 24 ratable installments in whole\nshares starting the month following the UP Cap Grant Date. Participants who terminate their relationship with the Company during the\nvesting period will forfeit any unvested RSUs. If the Participant is required upon the terms of the Profit Share Plans, but does not\npay his or her annual or monthly dues pursuant to the independent contractor agreement signed by such agent and the Company or its Majority\nSubsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited. The Ultimate Plan Cap program shall be effective\nas of January 1, 2024, meaning agents who enroll or renew under the Profit Share Plans on or after January 1, 2024 and meet other requirements\nof this program, will be eligible to receive an RSU.\n\n \n\n \nc.\nRecruiting:\n\n \n\n \nI.\nParticipants in the Agent\nEquity Program will be eligible to receive an RSU if they (i) recruit agents who become agents of the Company and remain agents of\nthe Company for at least 12 consecutive months, and (ii) remain with the Company for at least 12 consecutive months. Such RSU will\nbe granted to a qualifying Participant on the last day of the month of the one-year anniversary of the date the Company verifies\nthe such Participant recruited the agent and is still with the Company (the “Recruitment Grant Date”). The RSU will be\nequivalent to $200 on the Recruitment Grant Date for each agent recruited, and the RSU value will be converted into shares based\non the VWAP of the month of the Recruitment Grant Date based on the Company’s Common Stock on the Nasdaq Stock Market, rounded\ndown to a whole share. For example, if the Company verifies a Participant recruited an agent on June 20, 2024 and that agent is still\nwith the Company one year later, the Company will grant the Participant’s RSU on June 30, 2025. RSUs will vest in 24 ratable\ninstallments in whole shares starting the month following the Recruitment Grant Date. Such RSUs shall be granted for every agent\nrecruited by a Participant that meet the eligibility criteria. Participants who terminate their relationship with the Company during\nthe vesting period will forfeit any unvested RSUs. If the Participant is required upon the terms of the commission plan on which\nthey are enrolled, but does not pay his or her annual or monthly dues pursuant to the independent contractor agreement signed by\nsuch agent and the Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited.\nThe Recruiting program shall be effective as of January 1, 2024, meaning agents who recruit agents on or after January 1, 2024 will\nbe eligible to receive an RSU.\n\n \n\n80\n\n \n\n \n\n \nII.\nA Participant who (i) recruits\nten (10) agents in one calendar year who become agents of the Company and remain agents of the Company for at least 12 consecutive\nmonths, and (ii) remains with the Company for at least 12 consecutive months after the last agent was recruited by this Participant,\nwill receive an additional value of $8,000 on the tenth RSU. All terms will be applied pursuant to Section I. above. If such Participant\ncontinues to recruit additional agents in the same year, every multiple of ten (10) agents recruited in one fiscal year will be enhanced\nwith the $8,000 additional value on an RSU.\n\n \n\n \n(2)\nDiscretionary Bonus\nProgram. All Participants in the Discretionary Bonus Program (the “Bonus Program”) are to be eligible for a grant\nof an equity award in the Compensation Committee’s discretion. The Compensation Committee or its designee may, from time to\ntime, review the performance of Participants who achieve outstanding results in their endeavors for the Company and may grant an\nequity award to such Participant without payment by such Participant. All equity awards granted under the Bonus Program will vest\nbased on the terms of the grant certificate. Participants who terminate their relationship with the Company during the vesting period\nwill forfeit any unvested equity awards. If the Participant is required upon the terms of the commission plan on which the Participant\nis enrolled, but does not pay his or her annual or monthly dues pursuant to the agreement signed by such Participant and the Company\nor its Majority Subsidiary within 60 days of the due date, all remaining unvested equity awards will be forfeited.\n\n \n\n*Third\nAmended Agent Plan*\n\n \n\nOn\nFebruary 4, 2025, the Compensation Committee, our Board of Directors, and the Majority Stockholders approved the Third Amended and Restated\nLa Rosa Holdings 2022 Agent Incentive Plan (“Third Amended Agent Plan”), which became effective on March 28, 2025. \n\n \n\nThe\npurpose of adoption of the Third Amended Agent Plan was to revise the vesting terms of the grants under Agent Equity Program and to add\nnew terms allowing the participants to authorize the Company to set aside 5% of their agent net commissions on transactions in their\nname to purchase shares of the Common Stock at a 20% discount from the prior 30 day volume weighted average closing price of the Common\nStock on Nasdaq.\n\n \n\nThe\nThird Amended Agent Plan replaced the Second Amended Agent Plan in its entirety.\n\n \n\nPursuant\nto the Third Amended Agent Plan, all participation in the plan is voluntary and no agent or broker will be penalized for not participating\nin the plan. The Company may sell, and may, in the Compensation Committee’s absolute discretion, grant, shares of the Company’s\nCommon Stock or restricted stock units (the “RSUs”) to all agents and brokers in good standing with the Company, including\neach of the Company’s majority owned subsidiaries (the “Majority Subsidiaries”), who are defined as “consultants”\nunder the Company’s 2022 Equity Incentive Plan (“Participants”) as a part of their, or as additional, compensation.\n\n \n\nAll\nagents and brokers in good standing with the Company and each of the Company’s Majority Subsidiaries (as described in that certain\nindependent contractor agreement signed by such agent and the Company or its Majority Subsidiary) are eligible to participate in the\nThird Amended Agent Plan unless they are licensed brokers, holding an equity interest in brokerage businesses, in which the Company also\nholds an equity interest. In addition, employees or independent contractors hired by the Company as team leaders whose job description\nspecifically includes recruitment functions are precluded from participating in the recruiting portion of the Agent Equity Program of\nthe plan. Only individuals who provide their social security number to the Company’s Stock Plan Administrator software are eligible.\nNo business entities can participate in the Third Amended Agent Plan.\n\n \n\n81\n\n \n\n \n\nThe\nThird Amended Agent Plan has three components:\n\n \n\n \n(1)\nAgent\nEquity Program. The Company’s Agent Equity Program (the “Agent Equity Program”) includes the following three\ncomponents:\n\n \n\n \na.\nBlue\nDiamond: Participants in the Agent Equity Program will be eligible to receive an RSU who: (i) close more than 20 sale transactions\nor make more than $6,000,000 gross sales volume in verified listing or buy-side transactions (the “Milestones,” and each\na “Milestone”) with the Company and its Majority Subsidiaries in a given calendar year, and (ii) remain with the Company\nfor at least 12 consecutive months thereafter. Such RSUs will be granted to qualifying Participants on the last day of the month\nof the one-year anniversary of the date the Company verifies a Milestone has been achieved (the “Blue Diamond Grant Date”).\nThe RSU will be equivalent to $2,000 on the Blue Diamond Grant Date, and the RSU value will be converted into shares of the Company’s\nCommon Stock based on the volume weighted average closing price (“VWAP”) of the month of the Blue Diamond Grant Date\nbased on the Company’s Common Stock on the Nasdaq Stock Market, rounded down to a whole share. For example, if the Company\nverifies a Milestone has been achieved on April 12, 2024, the Company will grant the Participant’s RSU on April 30, 2025. RSUs\nwill vest in 3 ratable installments in whole shares: 1/3 at the time of the Blue Diamond Grant Date, and 1/3 at each of the next\ntwo anniversaries of such grant date. Participants who terminate their relationship with the Company during the vesting period will\nforfeit any unvested RSUs. If the Participant is required upon the commission plan on which they are enrolled, but does not pay his\nor her annual or monthly dues pursuant to that certain independent contractor agreement signed by such agent and the Company or its\nMajority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited. The Blue Diamond program shall\nbe effective as of January 1, 2023, meaning agents who meet the Milestones in the calendar year 2023, and each year thereafter, are\neligible to receive an RSU.\n\n \n\n \nb.\nUltimate\nPlan Cap.\n\n \n\nParticipants\nin the Agent Equity Program who enroll or renew under the Ultimate Plan 90-10 commission plan or the Ultimate Plan Business Builder commission\nplan (the “Profit Share Plans”), both of which have terms of 12 months from the agent start date, will be eligible to receive\nan RSU (i) once they cap their 10% portion of their commission in accordance with the terms of the Profit Share Plans and (ii) remain\nwith the Company for at least 12 consecutive months thereafter. Such RSUs will be granted to qualifying Participants on the last day\nof the month of the one-year anniversary of the date the Company verifies the agent achieved their cap (the “UP Cap Grant Date”).\nThe RSU will be equivalent to $10,000 on the UP Cap Grant Date, and the RSU value will be converted into shares based on the VWAP of\nthe month of the UP Cap Grant Date based on the Company’s Common Stock on the Nasdaq Stock Market, rounded down to a whole share.\nFor example, if the Company verifies the agent capped their 10% commission in accordance with the terms of the Profit Share Plans on\nMay 15, 2024, the Company will grant the Participant’s RSU on May 31, 2025. RSUs will vest in 3 ratable installments in whole shares:\n1/3 at the time of the UP Cap Grant Date, and 1/3 at each of the next two anniversaries of such grant date. Participants who terminate\ntheir relationship with the Company during the vesting period will forfeit any unvested RSUs. If the Participant is required upon the\nterms of the Profit Share Plans, but does not pay his or her annual or monthly dues pursuant to the independent contractor agreement\nsigned by such agent and the Company or its Majority Subsidiary within 60 days of the due date, all remaining unvested RSUs will be forfeited.\nThe Ultimate Plan Cap program shall be effective as of January 1, 2024, meaning agents who enroll or renew under the Profit Share Plans\non or after January 1, 2024 and meet other requirements of this program, will be eligible to receive an RSU.\n\n \n\n \nc.\nRecruiting:\n\n \n\n \nI.\nParticipants\nin the Agent Equity Program will be eligible to receive an RSU if they (i) recruit agents who become agents of the Company and remain\nagents of the Company for at least 12 consecutive months, and (ii) remain with the Company for at least 12 consecutive months. Such\nRSU will be granted to a qualifying Participant on the last day of the month of the one-year anniversary of the date the Company\nverifies the such Participant recruited the agent and is still with the Company (the “Recruitment Grant Date”). The RSU\nwill be equivalent to $200 on the Recruitment Grant Date for each agent recruited, and the RSU value will be converted into shares\nbased on the VWAP of the month of the Recruitment Grant Date based on the Company’s Common Stock on the Nasdaq Stock Market,\nrounded down to a whole share. For example, if the Company verifies a Participant recruited an agent on June 20, 2024 and that agent\nis still with the Company one year later, the Company will grant the Participant’s RSU on June 30, 2025. RSUs will vest in\n3 ratable installments in whole shares: 1/3 at the time of the Recruitment Grant Date, and 1/3 at each of the next two anniversaries\nof such grant date. Such RSUs shall be granted for every agent recruited by a Participant that meet the eligibility criteria. Participants\nwho terminate their relationship with the Company during the vesting period will forfeit any unvested RSUs. If the Participant is\nrequired upon the terms of the commission plan on which they are enrolled, but does not pay his or her annual or monthly dues pursuant\nto the independent contractor agreement signed by such agent and the Company or its Majority Subsidiary within 60 days of the due\ndate, all remaining unvested RSUs will be forfeited. The Recruiting program shall be effective as of January 1, 2024, meaning agents\nwho recruit agents on or after January 1, 2024 will be eligible to receive an RSU.\n\n \n\n82\n\n \n\n \n\n \nII.\nA\nParticipant who (i) recruits ten (10) agents in one calendar year who become agents of the Company and remain agents of the Company\nfor at least 12 consecutive months, and (ii) remains with the Company for at least 12 consecutive months after the last agent was\nrecruited by this Participant, will receive an additional value of $8,000 on the tenth RSU. All terms will be applied pursuant to\nSection I. above. If such Participant continues to recruit additional agents in the same year, every multiple of ten (10) agents\nrecruited in one fiscal year will be enhanced with the $8,000 additional value on an RSU.\n\n \n\n \n(2)\nDiscretionary\nBonus Program. All Participants in the Discretionary Bonus Program (the “Bonus Program”) are to be eligible for a\ngrant of an equity award in the Compensation Committee’s discretion. The Compensation Committee or its designee may, from time\nto time, review the performance of Participants who achieve outstanding results in their endeavors for the Company and may grant\nan equity award to such Participant without payment by such Participant. All equity awards granted under the Bonus Program will vest\nbased on the terms of the grant certificate. Participants who terminate their relationship with the Company during the vesting period\nwill forfeit any unvested equity awards. If the Participant is required upon the terms of the commission plan on which the Participant\nis enrolled, but does not pay his or her annual or monthly dues pursuant to the agreement signed by such Participant and the Company\nor its Majority Subsidiary within 60 days of the due date, all remaining unvested equity awards will be forfeited.\n\n \n\n \n(3)\nContribution\nof Commission as Payment for Shares: Participants, by submitting filled out Form of Election, authorize the Company to set aside\nfive percent (5%) of their agent net commission (after splits and fees) (“Contribution for Payment”) on transactions\nwhich close in their name to purchase shares of the Company’s Common Stock commencing with transactions closing 30 days after\nthe receipt of the Form of Election by the Company (“Commission Program”). Such Common Stock will be sold to the Participant\nat a 20% discount from the prior 30 day volume weighted average closing price of the Company’s Common Stock on the Nasdaq Stock\nMarket as of the market trading day on the Purchase Date (as defined below). Shares of Common Stock under the Commission Program\nshall be purchased on the last trading day of the month during which the closing on the sale of any property from which a Contribution\nfor Payment has been authorized (“Purchase Date”). All shares of Common Stock purchased under the Commission Program\nwill vest immediately in the name of the Participant. Any Participant may cancel his or her participation in the Commission Program\nby providing email notification of cancellation to the Company not less than 30 calendar days prior to the next scheduled Purchase\nDate.\n\n \n\nDeath\nof Participant. Any distribution or delivery to be made to Participant under the plan, if Participant is then deceased, will be made\nto Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s\nestate.\n\n \n\nRestricted\nStock Units. Each RSU grant under the Third Amended Agent Plan will be evidenced by an agreement that will specify the terms and\nconditions of the grant. Upon vesting each one RSU shall automatically convert into one share of Common Stock.\n\n \n\nAssociated\nCosts. Participants are responsible for all associated costs related to ownership of RSUs or underlying shares of Common Stock purchased\nor granted under the Third Amended Agent Plan.\n\n \n\nNo\nGuarantee of Continued Service. The vesting of the RSUs pursuant to the vesting schedule described in the plan is earned only by\ncontinuing as an agent or broker through the applicable vesting date(s), which unless provided otherwise under applicable laws is at\nthe will of the applicable service recipient and not through the act of being hired, being granted the RSU or acquiring shares.\n\n \n\nTermination.\nThe Third Amended Agent Plan is subject to termination at the discretion of the Compensation Committee at any time.\n\n \n\nStarting\non July 14, 2025, the Compensation Committee suspended issuance of any grants under the Third Amended Agent Plan until a later date to\nbe determined by the Compensation Committee.\n\n \n\n**Director\nCompensation**\n\n** **\n\nOur\ndirectors who are employed by us do not receive any additional compensation for serving on our Board.\n\n \n\nEach\nnon-employee director receives a retainer between $12,000 - $15,000 per quarter in cash compensation. In addition, we pay the Audit Committee\nChairman a quarterly cash fee of $3,750, and we pay the Chairman of the Nominating and Corporate Governance Committee and Chairman of\nthe Compensation Committee a quarterly cash fee of $3,000 for each quarter they serve in such position.\n\n \n\nThe\nCompensation Committee establishes and reevaluates if it deems necessary or prudent in its discretion, the cash and equity awards (amount\nand manner or method of payment) to be made to non-employee directors for such fiscal year. In making this determination, the Compensation\nCommittee may utilize such market standard metrics as it deems appropriate, including, without limitation, an analysis of cash compensation\npaid to our peer group’s independent directors.\n\n \n\nThe\nCompensation Committee has the power and discretion to determine in the future whether non-employee directors should receive annual or\nother grants of options to purchase shares of common stock or other equity incentive awards in such amounts and under such policies as\nthe Compensation Committee may determine utilizing such market standard metrics as it deems appropriate, including, without limitation,\nan analysis of equity awards granted to independent directors of our peer group.\n\n \n\n83\n\n \n\n \n\nNone\nof our executive officers serve as a member of the Compensation Committee of our Board of Directors (or other committee performing equivalent\nfunctions) of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.\n\n  \n\nThe\nfollowing table sets forth, for the year ended December 31, 2025 information with respect to the compensation for services in all capacities\nto us and our subsidiaries earned by our directors, who are not officers, who served during the year ended December 31, 2025.\n\n \n\n**Director\nCompensation**\n\n**As\nof December 31, 2025**\n\n \n\nName \nFees\n\nEarned or\nPaid in\nCash\n($)  \nStock\n\nAwards\n($)(6)  \nOption\n\nAwards\n($)  \nNon-Equity\n\nIncentive\nPlan\nCompensation\n($)  \nAll\nOther\nCompensation\n($)  \nTotal\n\n($) \n\nMichael\nLa Rosa(1) \n 48,000  \n 3,036  \n —  \n —  \n —  \n 51,036 \n\nLourdes\nFelix \n 63,000  \n 3,036  \n —  \n —  \n —  \n 66,036 \n\nSiamack\nAlavi(2) \n 60,000  \n 3,036  \n —  \n —  \n —  \n 63,036 \n\nNed\nSiegal \n 60,000  \n 3,036  \n —  \n —  \n —  \n 63,036 \n\nNicolas\nAdler(3) \n —  \n —  \n —  \n —  \n 7,903(4)  \n 7,903 \n\nJaime\nCosculluela(5) \n —  \n —  \n —  \n —  \n —  \n — \n\n  \n\n(1)\nMr.\nLa Rosa resigned from the Board effective February 5, 2026\n\n(2)\nMr.\nAlavi resigned from the Board and the Board’s committees effective December 29, 2025\n\n(3)\nMr.\nAdler joined the Board as Chairman of the Board, the Chairman of the Compensation Committee of the Board and as a member of Board’s\nAudit and Nominating Committees, effective December 29, 2025.\n\n(4)\n\nRepresents\ncompensation for consulting services paid to Mr. Adler by the Company in 2025 prior to Mr.\nAdler joining the Board.\n\n(5)\nMr.\nCosculluela joined the Board as the member of the Board effective February 10, 2026.\n\n(6)\n\nThis\ncolumn includes fully vested grants of restricted common stock as of August 11, 2025 to directors\nof the Company pursuant to the 2022 Plan. The dollar amounts in this column reflect the aggregate\ngrant date fair value of all restricted common stock granted during the indicated fiscal\nyear computed in accordance with accounting standards.\n\n  \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n** **\n\nNone\nof our executive officers serve as a member of the Compensation Committee of our Board of Directors (or other committee performing equivalent\nfunctions) of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.\n\n \n\n**Policies\nand practices for granting certain equity awards.**\n\n \n\nThe\nCompany’s policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable\nsecurities laws and to maintain the integrity of our executive compensation program. The Compensation Committee of the Board of Directors\nis responsible for the timing and terms of equity awards to executives and other eligible employees.\n\n \n\nThe\ntiming of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement\nof pre-established performance targets, market conditions, and internal milestones. The Company does not follow a predetermined schedule\nfor the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic\nobjectives and to ensure the competitiveness of our compensation packages.\n\n \n\nIn\ndetermining the timing and terms of an equity award, the Board of Directors or Compensation Committee may consider material nonpublic\ninformation to ensure that such grants are made in compliance with applicable laws and regulations. The Board of Directors or Compensation\nCommittee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity\nawards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of\nsuch material nonpublic information.\n\n \n\nThe\nCompany is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that\nis not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive\ncompensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards\nof corporate governance and continue to serve the best interests of the Company and its shareholders.\n\n \n\nThere\nwere no stock options issued to the NEOs during the year ended December 31, 2025 during any period beginning four business days before\nthe filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that discloses\nmaterial nonpublic information (other than a Form 8-K disclosing a new material option award) and ending one business day after the filing\nor furnishing of such report with the SEC. \n\n \n\n84"}