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0001879403
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 20, 2024
La Rosa Holdings Corp. |
(Exact name of registrant as specified in its charter) |
Nevada |
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001-41588 |
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87-1641189 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
1420
Celebration Blvd., 2nd
Floor
Celebration,
Florida |
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34747 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (321) 250-1799
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.0001 par value |
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LRHC |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Cash Advance Agreement:
On May 20, 2024, La Rosa Holdings Corp., a Nevada
corporation (the “Company”), entered into a Cash Advance Agreement (the “Cash Advance Agreement”) with Cedar Advance
LLC (“Cedar”) pursuant to which the Company sold to Cedar $761,250 of its future receivables, including cash, check, credit
or debit card, electronic transfer, or other form of monetary payments from third parties (the “Receivables Purchased Amount”),
for a purchase price of $525,000 less underwriting fees and expenses paid, for net funds of $500,000 to the Company.
Under the Cash Advance Agreement, the Receivables
Purchased Amount will be decreased to $630,000 if the Company delivers such amount of future receivables to Cedar within 30 calendar days
of the date of the Cash Advance Agreement, or $661,500 if the Company delivers such amount of future receivables to Cedar within 60
calendar days of the date of the Cash Advance Agreement.
Pursuant to the Cash Advance Agreement, Cedar
is expected to withdraw $23,000 a week directly from the Company’s bank account until the Receivables Purchased Amount due to Cedar
under the Cash Advance Agreement is paid in full.
In the event of a default (as defined in the Cash
Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement.
To guarantee the Company’s satisfaction of its obligations under the Cash Advance Agreement, the Company granted Cedar a security interest in all its accounts, including deposit accounts and accounts receivable and proceeds.
The foregoing description of the Cash Advance
Agreement is qualified in its entirety by reference to the full text of the Cash Advance Agreement, a copy of which is attached hereto
as Exhibit 10.1 and incorporated herein in its entirety by reference.
La Rosa Realty Success LLC:
On May 24, 2024, the
Company consummated its acquisition of 51% of the membership interests (the “Membership Interests”) of La Rosa Realty Success
LLC, a Florida limited liability company and a franchisee of the Company (“Realty Success”), pursuant to that certain membership
interest purchase agreement, dated May 24, 2024 (the “Purchase Agreement”), by and among the Company, Realty Success, and
the sole member (the “Selling Member”) of Realty Success (the “Transaction”).
The purchase price for
the Membership Interests was $78,777.85, consisting of 56,375 unregistered shares of the Company’s common stock (the “Purchase
Shares”) and $10,000 in cash (the “Cash Payment”), of which $5,000 was paid at closing and the remaining $5,000 is payable
30 days after closing. The number of Purchased Shares was based on the $1.22 closing price of the Company’s common stock for the
prior closing date as reported by The Nasdaq Stock Market, LLC. The Cash Payment is payable in two equal installments on the closing date
and 30 days after.
Concurrently with the
Transaction, on May 24, 2024, the Selling Member entered into a lock-up/leak-out agreement (the “Lock-up Agreement”) with
the Company pursuant to which the Selling Member may not sell more than one-twelfth of their Purchase Shares per calendar month during
the one year commencing after the six-month holding period under Rule 144 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), subject to applicable securities laws.
The preceding summaries
of the Purchase Agreement and the Lock-up Agreements purport to be summaries only and are qualified in their entireties by reference to
such agreements, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
Cash Advance Agreement:
The information contained in Item 1.01 of this Current Report about the Company’s sale of its future receivables to Cedar under
the Cash Advance Agreement is incorporated by reference herein.
La Rosa Realty Success LLC:
The information contained in Item 1.01 of this
Current Report about the Company’s acquisition of 51% of the membership interests of Realty Success is incorporated by reference
herein.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Cash Advance Agreement:
To the extent required by Item 2.03 of Form 8-K,
the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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Standard Merchant Cash Advance Agreement, dated May 20, 2024, between La Rosa Holdings Corp. and Cedar Advance LLC |
10.2 |
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Membership Purchase Agreement, dated May 24, 2024, by and among La Rosa Holdings, Corp., La Rosa Realty Success, LLC, and the Selling Member |
10.3 |
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Leak-Out Agreement, dated May 24, 2024, between La Rosa Holdings Corp. and the Selling Member |
104 |
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Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 24, 2024 |
LA ROSA HOLDINGS CORP. |
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By: |
/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: |
Chief Executive Officer |
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Exhibit 10.1
Page 1 of 12
![](https://www.sec.gov/Archives/edgar/data/1879403/000121390024046665/ex10-1_001.jpg)
CEDAR ADVANCE LLC
5401
Collins Avenue CU-9A
Miami Beach, FL 33140 (786) 605-8900
reconciliations@cedaradvance.com
STANDARD MERCHANT CASH ADVANCE
AGREEMENT
This
is an Agreement dated 05/20/2024 by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns,
and each merchant listed below (“Merchant”).
Merchant’s Legal Name: LA ROSA HOLDINGS CORP. / La Rosa Coaching, LLC / La Rosa CRE LLC / La Rosa Realty, LLC / La Rosa Property
Management, LLC D/B/A/: LA ROSA Fed ID #: 87-1641189 Type of Entity: ☒ Corporation ☐ Limited
Liability Company ☐ Partnership ☐ Sole Proprietorship Business Address: 1420 Celebration Blvd., 2nd Floor
City: Celebration State: FL Zip: 34747 Contact Address: 420 Celebration Blvd., 2nd Floor City: Celebration
State: FL Zip: 34747 E-mail Address: ___________ Phone
Number: ________________
Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined below). This amount may be paid in installments if there is an Addendum stating that it will be paid in installments. | |
$ | 525,000.00 | |
Receivables Purchased Amount This is the amount of Receivables (defined in Section 1 below) being sold. This amount may be sold in installments if there is an Addendum stating that it will be sold in installments. | |
$ | 761,250.00 | |
Specified Percentage This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full. | |
| 10 | % |
Net Funds Provided This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed in Section 2 below. This amount may be paid in installments if there is an Addendum stating that it will be paid in installments. | |
$ | 500,000.00 | |
Net Amount to Be Received Directly by Merchant(s) This
is the net amount being received directly by Merchant(s) after deduction of applicable fees
listed in Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant
to any Addendum to this Agreement. This amount may be paid in installments if there is an
Addendum stating that it will be paid in installments. If any deduction is being made from
the Purchase Price to pay off another obligation by Merchant(s), then the Net
Amount to be Received Directly by Merchant(s) is subject to change based on any change in
the amount of the other obligation(s) to be paid off. | |
$ | 500,000.00 | |
Initial Estimated Payment This is the initial amount of periodic payments collected from Merchant(s) as an approximation of no more than the Specified Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 below. | |
$ | 23,000.00 | |
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WEEK | |
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I have read and agree to the terms and conditions set forth above: |
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/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
Page 2 of 12
STANDARD MERCHANT CASH ADVANCE AGREEMENT
TERMS AND CONDITIONS
1.
Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to
CEDAR (making CEDAR the absolute owner) in consideration of the funds provided (“Purchase Price”) specified above, all of
each Merchant’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from
each Merchant’s customers and/or other third party payors (the “Receivables”, defined as all payments made by cash,
check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each merchant’s business),
for the payment of each Merchant’s sale of goods or services until the amount specified above (the “Receivables Purchased
Amount”) has been delivered by Merchant(s) to CEDAR. Each Merchant hereby acknowledges that until the Receivables Purchased Amount
has been received in full by CEDAR, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the
property of CEDAR and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for CEDAR and that each Merchant
will hold Receivables in trust for CEDAR in its capacity as a fiduciary for CEDAR.
The Receivables
Purchased Amount shall be paid to CEDAR by each Merchant irrevocably authorizing only one depositing account acceptable to CEDAR (the
“Account”) to remit the percentage specified above (the “Specified Percentage”) of each Merchant’s settlement
amounts due from each transaction, until such time as CEDAR receives payment in full of the Receivables Purchased Amount. Each Merchant
hereby authorizes CEDAR to ACH debit the specified remittances and any applicable fees listed in Section 2 from the Account on a daily
basis as of the next business day after the date of this Agreement and will provide CEDAR with all required access codes and monthly bank
statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event
of Default (see Section 2). CEDAR is not responsible for any overdrafts or rejected transactions that may result from CEDAR’s ACH
debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount
of the Receivables collected by CEDAR exceeds the amount of the Purchase Price, CEDAR will be permitted not treat any amount collected
under this Agreement as profit for taxation and accounting purposes.
2.
Additional Fees. In addition to the Receivables Purchased Amount, each Merchant
will be held responsible to CEDAR for the following fees, where applicable:
A.
$25,000.00 - to cover underwriting, the ACH debit program, and expenses related to the procurement and initiation of the
transactions encompassed by this Agreement. This will be deducted from payment of the Purchase Price.
B. Wire
Fee - Merchant(s) shall receive funding electronically to the Account
and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price.
C. NSF/Rejected
ACH Fee - $50.00 for each time an ACH debit to the Account by CEDAR is returned or otherwise rejected. No Merchant will be held responsible
for such a fee if any Merchant gives CEDAR notice no more than one business day in advance that the Account will have insufficient funds
to be debited by CEDAR and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment
collected by CEDAR or may be collected in addition to any other payment collected by CEDAR under this Agreement.
D. Blocked Account/Default - $2,500.00 - If an Event of Default has taken place under Section 30.
E. UCC
Fee - $195.00 – to cover CEDAR filing a UCC-1 financing statement
to secure its interest in the Receivables Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is terminated.
F.
$_________ - legal compliance with applicable disclosure laws and regulations. This will be deducted from payment of the Purchase
Price.
G. Court
costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses incurred in litigation, arbitration,
or the enforcement of any of CEDAR’s legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained
in other Sections of this Agreement.
3.
Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, CEDAR may instead debit $23,000.00
(“Estimated Payment”) from the Account every WEEK.
The Estimated Payment is intended to be an approximation of no more than the Specified Percentage, subject to reconciliation.
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I have read and agree to the terms and conditions set forth above: |
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/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
Page 3 of 12
STANDARD MERCHANT CASH ADVANCE AGREEMENT
4.
Reconciliations. Any Merchant may contact CEDAR’s Reconciliation Department to request that CEDAR conduct a
reconciliation in order to ensure that the amount that CEDAR has collected equals the Specified Percentage of Merchant(s)’s
Receivables under this Agreement. A request for a reconciliation by any Merchant must be made by giving written notice of the
request to CEDAR or by sending an e-mail to reconciliations@cedaradvance.com stating that a reconciliation is being requested. In
order to effectuate the reconciliation, any Merchant must produce with its request any and all bank statements covering the period
from the date of this Agreement through the date of the request for a reconciliation as well as Merchant’s account reports
showing transactions in the month to date, or other documents or reports available to Merchant for verification of its revenues, or
, if available, the login and password for the Account. Once, notified of a request for reconciliation, CEDAR will instruct
it’s ACH processor to pause ACH debits from Merchant’s account until the reconciliation process is complete. CEDAR will
complete each reconciliation requested by any Merchant within two business days after receipt of proper notice of a request for one
accompanied by the information and documents required for it. CEDAR may also conduct a reconciliation on its own at any time by
reviewing Merchant(s)’s Receivables covering the period from the date of this Agreement until the date of initiation of the
reconciliation, each such reconciliation will be completed within two business days after its initiation, and CEDAR will give each
Merchant written notice of the determination made based on the reconciliation within one business day after its completion. If a
reconciliation determines that CEDAR collected more than it was entitled to, then CEDAR will credit to the Account all amounts to
which CEDAR was not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment so that it is
consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the
reconciliation. If a reconciliation determines that CEDAR collected less than it was entitled to, then CEDAR will debit from the
Account all additional amounts to which CEDAR was entitled and, if there is an Estimated Payment, increase the amount of the
Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the
Agreement through the date of the reconciliation. For the avoidance of doubt, in the event Merchant desires reconciliation it shall
be Merchant’s sole responsibility to initiate the reconciliation process in this Section 4. Nothing herein limits the amount
of times that a reconciliation may be requested or conducted.
5.
Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to CEDAR, to obtain electronic fund transfer services
and/or “ACH” payments. Merchant(s) shall provide CEDAR and/or its authorized agent with all of the information, authorizations,
and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize CEDAR and/or its agent(s) to deduct the
amounts owed to CEDAR for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and
to pay such amounts to CEDAR by permitting CEDAR to withdraw the Specified Percentage by ACH debiting of the account. The authorization
shall be irrevocable as to each Merchant absent CEDAR’s written consent until the Receivables Purchased Amount has been paid in
full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement.
6.
Term of Agreement. The term of this Agreement is indefinite and shall continue until CEDAR receives the full Receivables
Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 1, 2, 3, 4, 5, 6,
7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46,
47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement.
7.
Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its
business and that the payments to be made from each Merchant to CEDAR under this Agreement are being made in the ordinary course of each
Merchant’s business.
8. Financial
Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement)
authorizes CEDAR and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to
CEDAR any bank or financial statements, tax returns, and other documents and records, as CEDAR deems necessary prior to or at any
time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial
information. CEDAR is authorized to update such information and financial profiles from time to time as it deems appropriate.
9.
Monitoring, Recording, and Electronic Communications. CEDAR may choose to monitor and/or record telephone calls with any Merchant
and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between CEDAR and any Merchant or
its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for CEDAR to enter any Merchant’s
premises and to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this Agreement.
CEDAR may use automated
telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being defined as each person
who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)’s account. Telephone messages may be played
by a machine automatically when the telephone is answered, whether answered
by an Owner, a Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail.
Each Merchant, each Owner, and each Guarantor gives CEDAR permission to call or send a text message to any telephone number given to CEDAR
in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or
any Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives CEDAR permission to communicate
such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that CEDAR will not be liable to any of them for
any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner,
and each Guarantor acknowledge that when they receive such calls or electronic communications, they may incur a charge from the company
that provides them with telecommunications, wireless, and/or Internet services, and that CEDAR has no liability for any such charges.
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I have read and agree to the terms and conditions set forth above: |
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/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
Page 4 of 12
STANDARD MERCHANT CASH ADVANCE AGREEMENT
10.
Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is
obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this Agreement
represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations under
this Agreement and that the information provided herein and in all of CEDAR’s documents, forms, and recorded interview(s) is true,
accurate, and complete in all respects. CEDAR may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables
from Merchant(s) to CEDAR. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing
this Agreement authorize CEDAR, its agents and representatives, and any credit-reporting
agency engaged by CEDAR, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of
its Owners for the purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s)
continue to have any obligation to CEDAR under this Agreement or for CEDAR’s ability to determine any Merchant’s eligibility
to enter into any future agreement with CEDAR. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may
constitute a separate claim for fraud or intentional misrepresentation.
Authorization
for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’
to CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information
from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CEDAR to obtain such information solely to conduct
a pre-qualification for credit.
Authorization
for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’
to CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information
from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CEDAR to obtain such information in accordance with
a merchant cash advance application.
11.
Transactional History. Each Merchant authorizes its bank to provide CEDAR with its banking and/or credit card processing history.
12.
Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant’s credit
card and check processors (collectively, “Processor”) and Processor’s officers, directors, and shareholders against
all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting
from (a) claims asserted by CEDAR for monies owed to CEDAR from any Merchant and (b) actions taken by any Processor in reliance upon information
or instructions provided by CEDAR.
13.
No Liability. In no event will CEDAR be liable for any claims asserted by any Merchant under any legal theory for lost profits,
lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which
is waived by each Merchant and each Guarantor.
14.
Sale of Receivables. Each Merchant and CEDAR agree that the Purchase Price under this Agreement is in exchange for the
Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from CEDAR to
any Merchant. CEDAR is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail,
resulting in CEDAR not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going out of business, or
experiencing a slowdown in business or a delay in collecting Receivables will not on its own without anything more be considered a
breach of this Agreement. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement
equals the fair market value of such Receivables. CEDAR has purchased and shall own all the Receivables described in this Agreement
up to the full Receivables Purchased Amount as the Receivables are created. Payments made to CEDAR in respect to the full amount of
the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each
Merchant’s customers in the manner provided in this Agreement. Each Merchant and each Guarantor acknowledges that CEDAR does
not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any
security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual
Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed
by this Agreement is not a loan and does not have an interest rate.
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I have read and agree to the terms and conditions set forth above: |
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/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
Page 5 of 12
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
15.
Power of Attorney. Each Merchant irrevocably appoints CEDAR as its agent and attorney-in-fact with full authority to take any
action or execute any instrument or document to settle all obligations due to CEDAR for the benefit of each Merchant and only in order
to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes place under Section 30, then
each Merchant irrevocably appoints CEDAR as its agent and attorney-in-fact with full authority to take any action or execute any instrument
or document to settle all obligations due to CEDAR from each Merchant, including without limitation (i) to collect monies due or to become
due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes,
drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any
invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to CEDAR; and (iv) to file any
claims or take any action or institute any proceeding which CEDAR may deem necessary for the collection of any of the unpaid Receivables
Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount.
16.
Protections Against Default. The following Protections 1 through 6 may be invoked by CEDAR, immediately and without notice to
any Merchant if any Event of Default listed in Section 30 has occurred.
Protection 1: The full uncollected Receivables
Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately.
Protection 2. CEDAR may enforce the provisions of the Guarantee
against Guarantor. Protection 3. CEDAR may enforce its security interest in the Collateral identified in Section 29.
Protection 4. CEDAR may proceed to protect and enforce its
rights and remedies by litigation or arbitration.
Protection 5. CEDAR
may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated
check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement.
Protection 6.
CEDAR will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify
each Merchant’s credit card and/or check processor and account debtor(s) of the sale of Receivables hereunder and to direct such
credit card processor and account debtor(s) to make payment to CEDAR of all or any portion of the amounts received by such credit card
processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to CEDAR an irrevocable power-of-attorney, which
power-of-attorney will be coupled with an interest, and hereby appoints CEDAR and its representatives as each Merchant’s attorney-in-fact
to take any and all action necessary to direct such new or additional credit card and/or check processor and account debtor(s) to make
payment to CEDAR as contemplated by this Section.
17.
Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as Owner, in
respect of himself or herself personally, authorizes CEDAR to disclose information concerning each Merchant, Owner and/or Guarantor’s
credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and
Owner hereby waives to the maximum extent permitted by law any claim for damages against CEDAR or any of its affiliates relating to any
(i) investigation undertaken by or on behalf of CEDAR as permitted by this Agreement or (ii) disclosure of information as permitted by
this Agreement.
18.
Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by
CEDAR, including this Agreement and any other CEDAR documents (collectively, “Confidential Information”) are proprietary
and confidential information of CEDAR. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not
disclose Confidential Information of CEDAR to any person other than an attorney, accountant, financial advisor, or employee of any
Merchant who needs to know such information for the purpose of advising any Merchant (“Advisor”), provided such Advisor
uses such information solely for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this
Section 18.
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
19. D/B/As.
Each Merchant hereby acknowledges and agrees that CEDAR may be using “doing business as” or “d/b/a” names in connection
with various matters relating to the transaction between CEDAR and each Merchant, including the filing of UCC-1 financing statements and
other notices or filings.
20. Financial
Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements,
copies of which have been furnished to CEDAR, and future statements which will be furnished hereafter at the request of CEDAR, fairly
represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes,
financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation
to advise CEDAR of any material adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s
ability to generate Receivables or perform its obligations under this Agreement.
21. Governmental
Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid
permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged.
22. Authorization.
Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf of each Merchant has full power
and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized.
23. Electronic
Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without CEDAR’s prior written
consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action that could have
any adverse effect upon any Merchant’s obligations under this Agreement.
24. Change
of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other
than as disclosed to CEDAR or change any place(s) of its business without giving prior written notice to CEDAR.
25. No
Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and
has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition
brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition
and it does not anticipate that an involuntary petition will be filed against it.
26. Unencumbered
Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to all Receivables,
free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests,
equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this
Agreement or adverse to the interests of CEDAR, other than any for which CEDAR has actual or constructive knowledge or inquiry notice
as of the date of this Agreement.
27. Stacking.
Each Merchant represents, warrants, and covenants that it will not enter into with any party other than CEDAR any arrangement, agreement,
or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral against, or
the sale or purchase of credits against Receivables without the prior written consent of CEDAR.
28. Business
Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the
jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not
as a consumer for personal, family, or household purposes.
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I have read and agree to the terms and conditions set forth above: |
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/s/ Joseph La Rosa |
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Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
Page 7 of 12
STANDARD MERCHANT CASH ADVANCE AGREEMENT
29. Security
Interest. Upon an Event of Default, to secure each Merchant’s performance obligations to CEDAR under this Agreement
and any future agreement with CEDAR, each Merchant hereby grants to CEDAR a security interest in collateral (the
“Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts,
accounts-receivable, and other receivables, as those terms are
defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant; and
(b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest
granted to CEDAR under any other agreement between any Merchant or Guarantor and CEDAR (the “Cross-Collateral”)
will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume,
or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross-Collateral,
as applicable.
Each Merchant
agrees to execute any documents or take any action in connection with this Agreement as CEDAR deems necessary to perfect or maintain CEDAR’s
first priority security interest in the Collateral and the Cross-Collateral,
including the execution of any account control agreements. Each Merchant hereby authorizes CEDAR to file any financing statements deemed
necessary by CEDAR to perfect or maintain CEDAR’s security interest, which financing statements may contain notification that each
Merchant has granted a negative pledge to CEDAR with respect to the Collateral and the Cross-Collateral,
and that any subsequent lienor may be tortiously interfering with CEDAR’s rights. Each Merchant shall be liable for and CEDAR may
charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by CEDAR in protecting, preserving,
and enforcing CEDAR’s security interest and rights. Each Merchant further acknowledges that CEDAR may use another legal name and/or
D/B/A or an agent when designating the Secured Party when CEDAR files the above-referenced
financing statement(s).
30. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:
(1)
Any representation or warranty by any Merchant to CEDAR proves to have been made intentionally false or misleading in any material
respect when made;
(2)
Any Merchant causes any ACH debit to the Account by CEDAR to be blocked or stopped without providing any advance written notice to
CEDAR with an alternative method for CEDAR to collect the blocked or stopped payment, which notice may be given by e-mail to
reconciliations@cedaradvance.com;
(3) Any Merchant intentionally prevents CEDAR from collecting any part of the Receivables Purchased Amount; or
(4)
Any Merchant causes any ACH debit to the Account by any person or entity other than CEDAR to be stopped or otherwise returned that
would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide CEDAR
with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise returned, which notice may
be given by e-mail to reconciliations@cedaradvance.com.
31. Remedies.
In case any Event of Default occurs and is not waived, CEDAR may proceed to protect and enforce its rights or remedies by suit in equity
or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein, or
to enforce the discharge of each Merchant’s obligations hereunder, or any other legal or equitable right or remedy. All rights,
powers, and remedies of CEDAR in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any
time by CEDAR after the occurrence of an Event of Default, are cumulative and not exclusive, and will be in addition to any other rights,
powers, or remedies provided by law or equity. In case any Event of Default occurs and is not waived, CEDAR may elect that Merchant(s)
be required to pay to CEDAR 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses
incurred by CEDAR in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable Expenses”)
and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable relationship to CEDAR’s actual expenses
incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount.
32. Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, except that
Merchant(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of CEDAR,
which consent may be withheld in CEDAR’s sole discretion. CEDAR may assign, transfer, or sell its rights under this Agreement, including,
without limitation, its rights to receive the Receivables Purchased Amount, and its rights under Section 29 of this Agreement, the Guarantee,
and any other agreement, instrument, or document executed in connection with the transactions contemplated by this Agreement (a “Related
Agreement”), or delegate its duties hereunder or thereunder, either in whole or in part. From and after the effective date of any
such assignment or transfer by CEDAR,
whether or not any Merchant has actual notice thereof, this Agreement and each Related Agreement shall be deemed amended and modified
(without the need for any further action on the part of any Merchant or CEDAR) such that the assignee shall be deemed a party to this
Agreement and any such Related Agreement and, to the extent provided in the assignment document between CEDAR and such assignee (the “Assignment
Agreement”), have the rights and obligations of CEDAR under this Agreement and such Related Agreements with respect to the portion
of the Receivables Purchased Amount set forth in such Assignment Agreement, including but not limited to rights in the Receivables, Collateral
and Additional Collateral, the benefit of each Guarantor’s guaranty regarding the full and prompt performance of every obligation
that is a subject of the Guarantee, CEDAR’s rights under Section 16 of this Agreement (Protections Against Default), and to receive
damages from any Merchant following a breach of this Agreement by any Merchant. In connection with such assignment, CEDAR may disclose
all information that CEDAR has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing
upon CEDAR’s request.
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I have read and agree to the terms and conditions set forth above: |
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/s/ Joseph La Rosa |
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Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
Page 8 of 12
STANDARD MERCHANT CASH ADVANCE AGREEMENT
33. Notices.
All notices, requests, consents, demands, and other communications hereunder shall be delivered by certified mail, return receipt requested,
or by overnight delivery with signature confirmation to the respective parties to this Agreement at their addresses set forth in this
Agreement and shall become effective only upon receipt. Written notice may also be given to any Merchant or Guarantor by e-mail to the
E-mail Address listed on the first page of this Agreement or by text message to the Phone Number listed on the first page of this Agreement
if that phone number is for a mobile phone. Each Merchant and each Guarantor must set its spam or junk mail filter to accept e-mails sent
by reconciliations@cedaradvance.com and its domain. This Section is not applicable to service of process or notices in any legal proceedings.
34. Choice
of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of Florida, that the Purchase Price is
being paid by CEDAR in the State of Florida, that the Receivables Purchased Amount is being delivered to CEDAR in the State of Florida,
and that the State of Florida has a reasonable relationship to the transactions encompassed by this Agreement. This Agreement, any dispute
or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between CEDAR and each Merchant,
and the relationship between CEDAR and each Guarantor will be governed by and construed in accordance with the laws of the State of Florida,
without regard to any applicable principles of conflict of laws. Each Merchant represents that it does not have a principal place of business
located in the Commonwealth of Virginia and that therefore the provisions of Chapter 22.1 of Title 6.2 of the Virginia Code are not applicable
to this Agreement. Each Merchant agrees that the provisions of Division 9.5 of the California Financial Code are not applicable to this
Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of California.
35. Venue
and Forum Selection. This Agreement, and any dispute arising out of or relating to this Agreement or the parties’ relationship,
shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of
conflicts of law. Any suit, action, or proceeding arising out of or relating to this Agreement or the transaction contemplated herein
or the interpretation, performance, or breach hereof, shall be instituted in any state court sitting in the State of Florida (the “Acceptable
Forums”), provided that CEDAR may institute suit in another forum. Merchant, each Guarantor and each Owner agree that the Acceptable
Forums are convenient to them, and submit to the personal jurisdiction of the Acceptable Forums and waive any and all objections to jurisdiction
or venue in the Acceptable Forums. Should a proceeding be initiated by Merchant, any Guarantor or any Owner in any other forum, Merchant,
each Guarantor and each Owner waives any right to oppose any motion or application made by CEDAR to dismiss such proceeding, to remove
and/or transfer the proceeding to an Acceptable Forum, and for an anti-suit injunction against such proceeding (which CEDAR may make in
the Acceptable Forums). ADDITIONALLY, MERCHANT, EACH OWNER AND EACH GUARANTOR WAIVE PERSONAL SERVICE OF ANY SUMMONS AND/OR COMPLAINT OR
OTHER PROCESS TO COMMENCE ANY LITIGATION AND AGREE THAT SERVICE OF SUCH DOCUMENTS SHALL BE EFFECTIVE AND COMPLETE IF SENT BY PRIORITY
MAIL OR FIRST CLASS MAIL TO THE MAILING ADDRESS(ES) SET FORTH FOR MERCHANT ABOVE, AND EMAILED TO THE EMAIL ADDRESS, LISTED ON PAGE 1 OF
THIS AGREEMENT OR THE UPDATED MAILING AND EMAIL ADDRESS IN ACCORDANCE WITH PARAGRAPH 33. SERVICE SHALL BE EFFECTIVE AND COMPLETE 5 DAYS
AFTER THE MAILING. MERCHANT WILL THEN HAVE 30 CALENDAR DAYS AFTER SERVICE IS COMPLETE IN WHICH TO APPEAR IN THE ACTION OR PROCEEDING.
36. Jury Waiver. The parties agree to waive trial by jury in any dispute between them.
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/s/ Joseph La Rosa |
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Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
Page 9 of 12
STANDARD MERCHANT CASH ADVANCE AGREEMENT
37. Counterclaim
Waiver. In any litigation or arbitration commenced by CEDAR, each Merchant and each Guarantor will not be permitted to interpose
any counterclaim.
38. Statutes
of Limitations. Each Merchant and each Guarantor agree that any claim, whether sounding in contract, tort, law, equity, or otherwise,
that is not asserted against CEDAR within one year after its accrual will be time barred. Notwithstanding any provision in this Agreement
to the contrary, each Merchant and each Guarantor agree that any objection by any of them to the jurisdiction of an arbitrator or to the
arbitrability of the dispute and any application made by any of them to stay an arbitration initiated against any of them by CEDAR will
be time barred if made more than 20 days after receipt of the demand for arbitration.
39. Costs
and Legal Fees. If an Event of Default occurs or CEDAR prevails in any litigation or arbitration with any Merchant or any Guarantor,
then each Merchant and each Guarantor must pay CEDAR’s reasonable attorney fees, which may include a contingency fee of up to 40%
of the amount claimed, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert witness fees, and
costs of suit.
40. Prejudgment
and Postjudgment Interest. If CEDAR becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then CEDAR
will be entitled to the recovery of prejudgment interest at a rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship),
or the maximum rate permitted by applicable law if less, and upon entry of any such judgment, it will accrue interest at a postjudgment
rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if
less, which rate will govern over the statutory rate of interest up until actual satisfaction of the judgment.
41. Class
Action Waiver. CEDAR, each Merchant, and each Guarantor agree that they may bring claims against each other relating to this Agreement
only in their individual capacities, and not as a plaintiff or class action member in any purported class or representative proceedings.
42.
Arbitration. CEDAR HAS THE RIGHT TO REQUEST THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN CEDAR AND MERCHANT, ANY GUARANTOR
OR ANY OWNER, WHETHER ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT OR OTHERWISE (INCLUDING
WITHOUT LIMITATION CLAIMS FOR FRAUD, MISREPRESENTATION, INTENTIONAL TORT, NEGLIGENT TORT OR UNDER ANY LOCAL, STATE OR FEDERAL
STATUTE OR RULE), BE SUBMITTED TO ARBITRATION BEFORE EITHER (I) THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS
COMMERCIAL RULES, OR (II) MEDIATION AND CIVIL ARBITRATION INC. D/B/A RAPIDRULING (WWW.RAPIDRULING.COM) IN ACCORDANCE WITH ITS
COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. THE ARBITRATION SHALL BE DEEMED TO
BE LOCATED IN MIAMI-DADE COUNTY, FLORIDA, REGARDLESS OF THE LOCATION OF THE PARTIES OR ARBITRATOR. TO THE EXTENT PERMITTED BY THE
ARBITRATOR RULES, THE ARBITRATION PROCEEDINGS SHALL PROCEED VIRTUALLY OR REMOTELY AND SHALL NOT REQUIRE THE PARTIES TO APPEAR
IN-PERSON. ALL QUESTIONS CONCERNING ARBITRATRABILITY OF ANY DISPUTE SHALL BE DECIDED BY THE ARBITRATOR. CEDAR MAY DEMAND THAT SUCH
DISPUTE BE SUBMITTED TO ARBITRATION EITHER BY (I) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES IN ACCORDANCE
WITH THE NOTICE PROVISION IN PARAGRAPH 33 OF THIS AGREEMENT, OR (II) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO THE ATTORNEY
OF RECORD FOR MERCHANT, ANY GUARANTOR OR ANY OWNER WHO HAS BROUGHT ANY ACTION OR PROCEEDING BEFORE ANY COURT OR TRIBUNAL AGAINST
CEDAR. INITIALLY, THE PARTIES WILL SPLIT THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. IF CEDAR PREVAILS IN
ARBITRATION, THE ARBITRATOR MAY AWARD TO CEDAR ITS ATTORNEYS’ FEES (IN ACCORDANCE WITH PARAGRAPH 39 OF THIS AGREEMENT) AND
SHARE OF THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. MERCHANT, ANY GUARANTOR AND ANY OWNER MAY OPT OUT OF
THIS ARBITRATION PROVISION BY SENDING CEDAR A NOTICE THAT HE, SHE OR IT DOES NOT WANT THIS PROVISION TO APPLY IN ACCORDANCE WITH
PARAGRAPH 33 WITHIN 14 DAYS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
43.
Service of Process. Each Merchant and each Guarantor consent to service of process and legal notices made by First Class or Priority
Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of this Agreement
or any other address(es) provided in writing to CEDAR by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise,
any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded from asserting
that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of this Agreement
if it does not furnish a certified mail return receipt signed by CEDAR demonstrating that CEDAR was provided with notice of a change
in the Contact Address.
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Date: 05/20/2024 |
Page 10 of 12
STANDARD MERCHANT CASH ADVANCE AGREEMENT
44. Survival
of Representations, etc. All representations, warranties, and covenants herein shall survive the execution and delivery of this
Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement
shall have terminated unless specified otherwise in this Agreement.
45. Waiver.
No failure on the part of CEDAR to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof,
nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise
of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.
46. Independent
Sales Organizations/Brokers. Each Merchant and each Guarantor acknowledge that it may have been introduced to CEDAR by or received
assistance in entering into this Agreement or its Guarantee from an independent sales organization or broker (“ISO”). Each
Merchant and each Guarantor agree that any ISO is separate from and is not an agent or representative of CEDAR. Each Merchant and each
Guarantor acknowledge that CEDAR is not bound by any promises or agreements made by any ISO that are not contained within this Agreement.
Each Merchant and each Guarantor exculpate from liability and agree to hold harmless and indemnify CEDAR and its officers, directors,
members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable
attorney and expert fees) incurred by any Merchant or any Guarantor resulting from any act or omission by any ISO. Each Merchant and each
Guarantor acknowledge that any fee that they paid to any ISO for its services is separate and apart from any payment under this Agreement.
Each Merchant and each Guarantor acknowledge that CEDAR does not in any way require the use of an ISO and that any fees charged by any
ISO are not required as a condition or incident to this Agreement.
47. Modifications;
Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective unless the same
shall be in writing and signed by all parties.
48. Severability.
If any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible,
in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision necessary to
make it valid and enforceable will be deemed to be part thereof. If any provision of this Agreement is deemed void, all other provisions
will remain in effect.
49. Headings.
Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily define, limit, describe,
or construe the contents of such articles or sections.
50. Attorney
Review. Each Merchant acknowledges that it has had an opportunity to review this Agreement and all addenda with counsel of its
choosing before signing the documents or has chosen not to avail itself of the opportunity to do so.
51. Entire
Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding
of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should
there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern. This Agreement does not
affect any previous agreement between the parties unless such an agreement is specifically referenced herein. This Agreement will not
be affected by any subsequent agreement between the parties unless this Agreement is specifically referenced therein.
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Date: 05/20/2024 |
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
52. Counterparts;
Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and electronic copies
of this Agreement will have the full force and effect of an original.
EACH UNDERSIGNED HEREBY ACCEPTS
THE TERMS OF THIS AGREEMENT
FOR THE MERCHANT/OWNER (#1)
By: |
Joseph La Rosa |
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/s/ Joseph La Rosa |
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(Print Name) |
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(Print Title) |
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(Signature) |
SS# |
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Driver
License Number |
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FOR THE MERCHANT/OWNER (#2)
By: |
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(Print Name) |
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(Print Title) |
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(Signature) |
SS# |
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License Number |
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Approved for CEDAR ADVANCE LLC by: _______________________________
Page 12 of 12
STANDARD MERCHANT CASH ADVANCE
AGREEMENT
BANK INFORMATION
Dear Merchant,
We look forward to being your funding partner.
You authorize CEDAR ADVANCE LLC
to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below.
CEDAR ADVANCE LLC will
require viewing access to your bank account each business day. CEDAR ADVANCE LLC will also require viewing access to your bank account,
prior to funding, as part of our underwriting process.
Please fill out the form below with the information necessary
to access your account.
* Be sure to indicate capital or lower case letters.
Name of bank: |
Regions Bank |
Name of account: |
La Rosa Holdings Corp. |
Account number: |
[*] |
Routing number:
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[*] |
Security Question/Answer 1: |
n/a |
Security Question/Answer 2: |
n/a |
Security Question/Answer 3: |
n/a |
Any other information necessary to access your
account: |
n/a |
If you have any
questions please feel free to contact us directly at 786-605-8900.
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/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: __________ |
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Date: 05/20/2024 |
![](https://www.sec.gov/Archives/edgar/data/1879403/000121390024046665/ex10-1_001.jpg)
PURCHASED AMOUNT ADDENDUM
This
addendum is made as of 05/20/2024 (the “Addendum”) to the Agreement for the Purchase
and Sale of Future Receipts between CEDAR ADVANCE LLC (the “Buyer”) and THE (the “Seller”) LA ROSA HOLDINGS
CORP,
Dated 5/20/2024 (the “Agreement”)
Buyer and Seller are sometimes referred to herein collectively as the
“parties” and each as a “Party”. Whereas, the Parties desire to add certain terms to the Agreement.
In consideration of the above promises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally
bound, do hereby agree and add terms to the Agreement as follows,
Purchased
amount shall be defined as : $ 630,000.00
if Seller delivers the Future Receipts within 30 calendar days of the Purchase Price being paid by the Buyer
Purchased
amount shall be defined as : $661,500.00 if Seller delivers the Future Receipts within 45 calendar days of the Purchase Price
being paid by the Buyer
SELLER:
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LA ROSA HOLDINGS CORP |
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NAME: |
JOSEPH LA ROSA |
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SIGNATURE: |
/s/ Joseph La Rosa |
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Cedar Advance, LLC - 2917 AVE I BROOKLYN,
NY 11210 – T: 718-400-9030
Exhibit 10.2
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase
Agreement (this “Agreement”), dated as of May 24, 2024 (the “Effective Date”), by and among LA
ROSA HOLDINGS CORP., a Nevada corporation (the “Buyer”), and FRANK DELESLINE III (the “Seller”),
and LA ROSA REALTY SUCCESS LLC, a Florida limited liability company located at 2244 E. Semoran Blvd., Apopka, FL 32703 (the “Company,”
and together with the Buyer and Seller, the “Parties,” and individually, the “Party”).”
RECITALS
WHEREAS, the Company
is a real estate brokerage duly licensed and registered in the state of Florida (the “Business”);
WHEREAS, the Company
and La Rosa Franchising LLC, a wholly-owned subsidiary of Buyer (the “LRF”), entered into that certain Franchise Agreement
between the Company and the Buyer (the “Franchise Agreement”), pursuant to which the Company operates as a franchisee
of LRF;
WHEREAS, the Seller,
a duly licensed broker in the state of Florida, owns 100% of the outstanding membership interests (the “Membership Interests”)
of the Company;
WHEREAS, the Seller
desires to sell the Membership Interests listed on Schedule A attached hereto (the “Interests”)
to the Buyer, and the Buyer wishes to purchase such Interests pursuant to the terms and conditions of this Agreement; and
WHEREAS, the Seller
and the Buyer entered into that certain Letter of Intent dated October 30, 2023 (the “Letter of Intent”) to set forth
the general terms and conditions for the proposed acquisition of the Interests by the Seller;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01 Purchase
and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1.02), the Seller shall sell
to the Buyer, and the Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Interests listed
in Schedule A attached hereto, free and clear of any Encumbrances (as defined below), for the consideration listed
on and pursuant to the terms listed on Schedule A attached hereto (the “Transaction”). For
purposes of this Agreement, all of Seller’s right, title, and interest in and to the Membership Interests include, but are not limited
to (a) Seller’s capital accounts in the Company; (b) Seller’s right to share in the profits and losses of the Company; (c)
Seller’s right to receive distributions from the Company; and (d) the exercise of all member rights, including the voting rights
attributable to the Membership Interests. “Encumbrance” means any charge, claim,
community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest,
mortgage, easement, encroachment, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer,
receipt of income or exercise of any other attribute of ownership. The aggregate purchase price for the Interests is
set forth on Schedule A attached hereto (the “Purchase Price”).
Section 1.02 Closing.
The consummation of the Transaction shall occur at a time and place agreed to by the Parties but in any case not later than June 1, 2024
(the “Closing”). The Parties agree that this Agreement shall automatically terminate if the Closing does not occur
by June 1, 2024 (the “Drop Dead Date”).
Section 1.03 Closing
Deliverables. By or on the date of the Closing (the “Closing Date”), the Seller shall deliver to the Buyer:
a)
A copy of an entry in the membership transfer ledger of the Company confirming the transfer of the Interests from the Seller to
the Buyer;
b)
The Operating Agreement of the Company, duly executed by the Seller, the form of which is attached hereto as Exhibit
A;
c)
The Leak-Out Agreement executed by the Seller, the form of which is attached hereto as Exhibit B;
d)
The Seller’s Certificate, executed by the Seller, in the form reasonably acceptable to the Buyer;
e)
The Proxy Agreement, executed by the Seller and the Company, the form of which is attached hereto as Exhibit C; and
f)
Such other documents as reasonably requested by the Buyer. The Seller also undertakes to transfer to the Buyer all original books
and records of the Company on the Closing Date or immediately prior to that date.
Section 1.04 Taxes.
(a) Transfer
Taxes. Seller shall pay or reimburse Buyer for any sales, use, or transfer taxes, documentary charges, recording fees, or
similar taxes, charges, fees, or expenses, if any, that become due and payable as a result of the transactions contemplated by this
Agreement.
(b) Withholding
Taxes. Buyer shall be entitled to deduct and withhold from the Purchase Price all taxes that Buyer and the Company may be
required to deduct and withhold under any provision of tax law. All such withheld amounts shall be treated as delivered to Seller
hereunder.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.01 Seller
and Company Representations. The Seller and the Company jointly and
severally represent and warrant to the Buyer as
follows:
| (a) | the Seller owns 100% of Membership Interests free and clear of all Encumbrances, and the Seller is the
sole Manager of the Company; |
| (b) | the Company is a limited liability company, duly organized, validly existing, and in good standing under
the laws of the state of Florida. |
| (c) | the Company is duly qualified to do business and is in good standing in every jurisdiction in which such
qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably
be expected to have a Material Adverse Effect on its ability to perform its obligations under this Agreement. For the purposes of this
Agreement, “Material Adverse Effect” shall mean any change, event, occurrence, condition, or effect that, individually
or in the aggregate, (a) has or would reasonably be expected to have a material adverse effect on the financial condition, results of
operations, or business prospects of the Company, or (b) would reasonably be expected to materially impair the ability of the Company
to perform its obligations under this Agreement in any material respect; |
| (d) | the Company and Seller have the full right, power, and authority to enter into this Agreement, and to
perform their obligations hereunder; |
| (e) | the execution and delivery of this Agreement by the Company and the Seller, the consummation of the Transaction
contemplated hereby, and the performance of the obligations pursuant to this Agreement will not violate, conflict with, require the consent
under or result in any breach or default under (i) any of the Company organizational documents (including its articles of organization
and limited liability company operating agreement, if any) or (ii) any applicable law; or (iii) the provisions of any material contract
or agreement to which Company or Seller is a party or to which any of its material assets are bound (the “Company Contracts”); |
| (f) | there are no outstanding preemptive rights, rights of first refusal, or other similar provisions prohibiting
the Seller from entering into this Agreement and consummating the transactions contemplated thereby; |
| (g) | the Company is duly licensed as a real estate brokerage by the Florida Real Estate Commission (the “FREC”)
and is in good standing with the FREC, maintaining all necessary licenses and regulatory approvals required for conducting its business
in accordance with applicable laws and regulations; |
| (h) | the Seller is a real estate agent duly licensed with the FREC and is in good standing, there are no disciplinary
proceedings and, to the knowledge of the Seller, pending or threatened disciplinary proceedings against him; |
| (i) | there is no Action of any nature pending or, to Seller’s knowledge, threatened against or by the
Seller that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. “Action”
means any FREC disciplinary hearing, claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation,
proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or otherwise,
whether at law or in equity; |
| (j) | the Company and Seller are in compliance with all applicable laws and regulations and Company Contracts
relating to this Agreement and the operation of the Business; |
| (k) | the Company and Seller have obtained all licenses, authorizations, approvals, consents, releases, waivers,
or permits required by applicable laws, including, but not limited to, those from FREC, governmental authorities and other third parties,
required or necessary to conduct its business generally, to consummate this Transaction, and to perform its obligations under this Agreement; |
| (l) | no broker or finder is entitled to any brokerage, finder’s, or other fee or commission in connection
with the transactions contemplated by this Agreement or any ancillary document based upon arrangements made by or on behalf of Buyer; |
| (m) | there are no legal claims pending or, to the Company’s and the Seller’s knowledge, threatened
against the Company before or by any governmental body or nongovernmental department, commission, board, bureau, agency or instrumentality
or by any other person; there are no outstanding or unsatisfied judgments, orders, decrees or stipulations to which the Company is a party; |
| (n) | all taxes due and owing to any governmental authority by the Company have been paid in full; there has
not occurred, nor is there any reasonable probability of the occurrence in the future, of any event or events or any change in the financial
condition, business, results of operations or prospects of the Company or otherwise that has (x) interfered with the normal and usual
operations of the business or business prospects of the Company or (y) resulted, or could reasonably be expected to result, in a material
adverse change in the business, assets, operations, prospects or condition (financial or otherwise) of the Company; |
| (o) | The Seller acknowledges that this Agreement and the Transaction shall not relieve the Seller of his obligations
under the Franchise Agreement existing prior to consummation of the Transaction. The Company acknowledges that this Agreement and the
Transaction shall not relieve the Company of its obligations under the Franchise Agreement. |
| (i) | Investment Intent. The Seller is acquiring the shares of common stock of the Buyer included as
part of the Purchase Price and as set forth on Schedule A attached hereto (the “Buyer Shares”) solely
for the Seller’s own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution
of the Buyer Shares. The Seller understands that the Buyer Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws, by reason of specific exemptions under the provisions thereof
which depend in part upon the investment intent of the Seller and of the other representations made by the Sellers in this Agreement.
The Seller understands that the Buyer is relying upon the representations and agreements contained in this Agreement (and any supplemental
information) for the purpose of determining whether this transaction meets the requirements for such exemptions from the registration
requirements of the Securities Act and any state securities laws. |
| (ii) | Restricted Buyer Shares. The Seller understands that the Buyer Shares are “restricted securities”
under the Securities Act and the rules promulgated by the U.S. Securities and Exchange Commission provide in substance that the undersigned
may dispose of the Buyer Shares only pursuant to an effective registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, and the undersigned understands that the Company has no obligation or intention to register
any of the Buyer Shares or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities
Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). |
| (iii) | Book-Entry. The Buyer Shares issued pursuant to this Agreement shall be held in book-entry form
and recorded in the electronic records of the Buyer or its designated transfer agent. The Buyer Shares issued in the book-entry form shall
have a note in the book-entry system that all such shares carry the restrictive legend described in Sectio 2.01(n)(iv) of this Agreement. |
| (iv) | Legend on Share Certificates. The share certificates, if issued, evidencing the Buyer Shares shall bear a legend substantially
similar to the following: |
“THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE
OF A TRANSACTION EXEMPT FROM REGISTRATION UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT SUCH OTHER APPLICABLE LAWS.”
Section 2.02 Buyer
Representations and Warranties. The Buyer represents and warrants to the Company and Seller that:
(a) it is a
corporation, duly organized, validly existing, and in good standing under the laws of the state of Nevada;
(b) it is duly
qualified to do business and is in good standing in the State of Florida and in every other jurisdiction in which such licensing and
qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect on the business and operation of the Buyer;
(c) it has the
full right, corporate power, and authority to enter into this Agreement and to perform its obligations hereunder, and the
undersigned officer of the Buyer has the proper authority to execute and deliver this Agreement on behalf of the Buyer;
(d) no broker
or finder is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated
by this Agreement or any ancillary document based upon arrangements made by or on behalf of Buyer.
Section 2.03 NO
OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS HEREIN,
(A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION
OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES
THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF.
ARTICLE III
COVENANTS
Section 3.01 Conduct
of Business of the Company; Transition Services. During the period commencing on the Effective Date and continuing until the Closing
Date, the Company and Seller agree that the Company and Seller shall cause the Company to carry on the Business only in the ordinary course
and consistent with past practice. The Seller agrees that for the period of 2 years after the Closing, the Seller will make himself available
to the Company and the Buyer to provide the Company and the Buyer with the consulting services to ensure that the transition of the Company
to the Buyer does not interrupt the Company and Buyer’s day-to-day business operations.
Section 3.02 Access
to Properties and Records. The Company and Seller shall provide (or shall cause to be provided) to Buyer and Buyer’s accountants,
counsel, and other authorized advisors, with reasonable access, during business hours, to the Company’s premises and properties
and its books and records and will cause the Company’s officers to furnish to Buyer and Buyer’s authorized advisors such additional
documents as Buyer shall from time to time reasonably request. All such data and information shall be kept confidential by the Buyer and
the Company unless and until the transactions contemplated herein are consummated.
Section 3.03 Filings
with Governmental Entities and the FREC. The Parties shall work together to ensure that the Transaction is consummated pursuant to
the statutes and administrative code of the State of Florida and any rules and regulations promulgated by the FREC.
Section 3.04 Operating
Agreement. In connection with this Agreement and the consummation of the Transaction contemplated hereby, the Parties agree to enter
into an Operating Agreement, a copy of which is attached hereto as Exhibit A, effective as of the Closing
Date.
Section 3.05 Franchise
Agreement. The Seller and the Company shall continue to fulfill their obligations under the Franchise Agreement.
Section 3.06 Leak-Out
Agreement and Proxy Agreement. In connection with this Agreement and the consummation of the Transaction contemplated hereby, the
Buyer and each Seller agree to enter into a Leak-Out Agreement, the form of which is attached hereto as Exhibit B, effective
as of the Closing Date, and to enter into a Proxy Agreement, the form of which is attached hereto as Exhibit C, effective
as of the Closing Date.
Section 3.07 Non-Competition. The
Seller agrees that he shall not, for three (3) years after the Closing Date and payment under the terms of this Agreement, directly or
indirectly engage in, have any equity interest in, manage or provide services to, or operate any person, firm, corporation, partnership,
or business (whether as a director, officer, employee, agent, representative, partner, security holder, lender, consultant, or otherwise)
that engages in any business that directly or indirectly competes with any portion of the Company’s business in the State of Florida.
Section 3.08 Non-Solicitation. The
Seller agrees that he shall not, for three (3) years after the date of Closing and payment under the terms of this Agreement, for any
reason (the “Restriction Period”), directly or indirectly, recruit or otherwise solicit or induce any customer, client,
vendor, or supplier of the Company of Buyer to (i) terminate or reduce its arrangement or business with the Company or with Buyer (ii)
otherwise change its relationship with the Company or with Buyer. Seller shall not, at any time during the Restriction Period, directly
or indirectly, either for himself or for any other person or entity, (A) solicit any employee or independent contractor of the Company
or Buyer to terminate their employment or arrangement with the Company or Buyer, or (B) employ any such individual during his or her employment
or engagement with the Company or Buyer and for a period of three (3) years after such individual terminates their employment or engagement
with the Company or Buyer.
Section 3.09. Blue-Pencil. In
the event that the terms of Section 3.07 or Section 3.08 are determined by a court of competent jurisdiction to be unenforceable by reason
of its duration, geographical scope, breadth, or for any other respect, it shall be interpreted to extend only over the maximum period
of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent
in all other respects as to which it may be enforceable, all as determined by such court in such action.
Section 3.10 Acknowledgment
by Seller. Seller represents that Seller has carefully read and considered the provisions of Section 3.07 and Section
3.08 and, having done so, acknowledges and agrees that the restrictions set forth in Section 3.07 and Section 3.08 are fair and reasonable
for the protection of the legitimate business interests of the Buyer, including its subsidiaries.
ARTICLE IV
TERMINATION
Section 4.01 Termination.
This Agreement may be terminated at any time prior to the Closing:
(a)
by the mutual written consent of the Parties; or
(b) by
the Buyer or Seller, if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant
or agreement made by any of the other Party (“Defaulting Party”) pursuant to this Agreement and
such breach, inaccuracy or failure has not been cured by the Defaulting Party before the earlier of (i) ten (10) days after such
Defaulting Party’s receipt of written notice of such breach from the non-defaulting Party; or (ii) the Drop Dead Date; or
immediately if such breach is incapable of being cured by the Defaulting Party.
Section 4.02 Effect
of Termination. In the event of termination of this Agreement in accordance with this Article, this Agreement shall forthwith become
void, and there shall be no liability on the part of a Party except that nothing herein shall relieve any Party from liability for any
willful breach of any provision of this Agreement.
Section 4.03 Survival.
Notwithstanding the foregoing, Section 2.02(f), Section 3.07, Section 3.08, Section 3.09, Section 3.10, ARTICLE V, Section 6.03, Section
6.07, Section 6.16, Section 6.17 contained herein shall survive the termination of this Agreement.
ARTICLE V
INDEMNIFICATION
Section 5.01 The
Buyer agrees to indemnify the Company and the Seller and the Seller agrees to indemnify the Buyer, its affiliates, and respective shareholders,
members, directors, managers, officers, and employees from and against all claims, judgments, damages, liabilities, settlements, losses,
costs, and expenses, including reasonable attorneys’ fees and disbursements (collectively, a “Loss”),
(a) arising
from or relating to any inaccuracy in or breach of any of the representations or warranties of the indemnifying party contained in this
Agreement or any document delivered in connection herewith, or
(b) any
Loss arising from or relating to any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant
to this Agreement or any document delivered in connection herewith.
ARTICLE VI
MISCELLANEOUS
Section 6.01 Expenses.
Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Party incurring such costs and expenses.
Section 6.02 Further
Assurances. Following the Closing, each of the Parties shall execute and deliver such additional documents, instruments, conveyances,
and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions
contemplated by this Agreement.
Section
6.03 Notices. Each Party to this Agreement shall deliver all notices, requests, consents,
claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed
to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance
with this section). Each Party to this Agreement shall deliver all Notices by personal delivery, nationally recognized overnight
courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt
requested, postage prepaid.). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by
the receiving party and (b) if the party giving the Notice has complied with the requirements of this Section.
If to the Buyer: |
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La Rosa Holdings Corp. |
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1420 Celebration Blvd., 2nd Floor |
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Celebration, FL 34747 |
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Attn: Joseph La Rosa, Chief Executive Officer |
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T: (321) 250-1799 |
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E: joe@larosarealtycorp.com |
with a copy to |
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Sichenzia Ross Ference Carmel LLP |
(which shall not constitute notice): |
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1185 Avenue of the Americas, 31st Floor |
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New York, NY 10036 |
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Attn: Ross D. Carmel, Esq. |
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T: (212) 658-0458 |
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E: rcarmel@srfc.law |
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If to the Seller: |
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Frank Delesline III |
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2200 E. Semoran Blvd. Apopka Fl, 32703 Suite 2244 |
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T: 407-480-0157 |
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E: Frank@LrrSuccess.com |
Section 6.04 Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section 6.05 Severability.
Subject to Section 3.09 of this Agreement, if any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal,
or unenforceable, the Parties agree to negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties
as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
Section 6.06 Entire
Agreement. This Agreement and the schedules and exhibits hereto to be delivered hereunder constitute the sole and entire agreement
of the Parties with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings and agreements,
both written and oral, with respect to such subject matter, including but not limited to the Letter of Intent. In the event of any inconsistency
between the terms and provisions in the body of this Agreement and the Letter of Intent and other documents delivered in connection herewith,
the schedules and exhibits, the terms and provisions in the body of this Agreement shall control.
Section 6.07 Attorneys’
Fees. In the event that any Party institutes any legal suit, action, or proceeding, including arbitration, against the other Party
to enforce the covenants contained in this Agreement arising out of or relating to this Agreement, the prevailing Party in the suit, action
or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party
in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
Section 6.08 Further
Assurances. Each of the Parties hereto shall, and shall cause their respective Affiliates to execute and deliver such additional
documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions
hereof and give effect to the transactions contemplated hereby.
Section 6.09 Public
Announcements. Unless otherwise required by applicable law (based upon the reasonable advice of counsel), no Party to this Agreement
shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with
any news media without the prior written consent of the other Party, and the Parties shall cooperate as to the timing and contents of
any such announcement.
Section 6.10 Amendment
and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
Section 6.11 Waiver.
No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party
so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly
identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No
failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Section 6.12 Equitable
Remedies. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the Parties shall be entitled to equitable relief, including injunctive relief or specific performance
of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section 6.13 Assignment.
No Party may assign any of its rights hereunder without the prior written consent of the other Parties. No assignment shall relieve the
assigning Party of any of its obligations hereunder.
Section 6.14 Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors
and permitted assigns.
Section 6.15 No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted
assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable
right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Section 6.16 Governing
Law. All matters relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of
Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
Section 6.17 Submission
to Jurisdiction; Waiver of Jury Trial. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in
each case located in the City and County of where the Buyer’s executive offices are located, and each Party irrevocably submits
to the non-exclusive jurisdiction of such courts in any such suit, action, or proceeding.
EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, THE ASSIGNMENT, OR THE ANCILLARY DOCUMENTS IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ASSIGNMENT, THE OTHER
ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section 6.18 Force
Majeure. The Parties shall not be liable or responsible to the other Parties, nor be deemed to have defaulted under or breached this
Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments
to the other Parties hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s
reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities,
terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on
or after the date of this Agreement; (f) action by any governmental authority; and (g) national or regional emergency (any a “Force
Majeure Event”). The Party suffering a Force Majeure Event shall promptly give notice to the other Parties, stating the period
of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such
Force Majeure Event are minimized.
Section 6.19 Specific
Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy
to which they are entitled at law or in equity. Each Party hereto: (a) agrees that it shall not oppose the granting of such specific performance
or relief; and (b) hereby irrevocably waives any requirements for the security or posting of any bond in connection with such relief.
Section 6.20 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Section 6.21 Time
of the Essence. Time shall be of the essence in this Agreement.
IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed as of the Effective Date by their respective representatives thereunto duly authorized.
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SELLER: |
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By: |
/s/ Frank Delesline III |
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Name: |
Frank Delesline III |
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COMPANY: |
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LA ROSA REALTY SUCCESS LLC |
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By: |
/s/ Frank Delesline III |
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Name: |
Frank Delesline III |
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Title: |
Manager |
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BUYER: |
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LA ROSA HOLDINGS CORP. |
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By: |
/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: |
Chief Executive Officer |
SCHEDULE A
Buyer: |
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La Rosa Holdings Corp. |
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Company: |
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La Rosa Realty Success LLC |
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Seller: |
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Frank Delesline III |
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Percentage of Seller’s Membership Interest in the Company being sold to the Buyer: |
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51% |
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Aggregate Purchase Price: |
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An aggregate of $78,777.85, consisting of (i) a cash payment of $10,000 (the “Cash Payment”), and (ii) $68,777.85 in unregistered (restricted) shares of common stock of the Buyer (the “Purchase Shares”). |
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Payment Terms: |
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The Cash Payment shall be payable in accordance with the following schedule: |
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- $5,000 - on the Closing Date; |
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- $5,000 – on the date that is 30 days after the Closing Date. |
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The Purchase Shares will be issued on the Closing Date. |
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The number of Purchase Shares will be calculated by dividing the purchase price of the Purchase Shares ($68,777.85) by the closing price of the Company’s common stock as of the trading date immediately preceding the Closing Date, as reported by the Nasdaq Stock Market LLC. |
Exhibit A
Operating Agreement
Exhibit B
Leak-Out Agreement
Exhibit C
Proxy Agreement
Exhibit 10.3
LEAK OUT AGREEMENT
This Leak Out Agreement (the
“Leak-Out Agreement”) is dated as of May 24, 2024 and is by and between La Rosa Holdings Corp., a Nevada corporation,
whose address is 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747 (the “Company”), and Frank Delesline
III, whose address is 5439 Hyde Park Avenue, Orlando, FL 32808 (the “Holder”). Each of the Company and the Holder is
a “party” to this Agreement, and together, they are the “parties” hereto.
Reference is hereby made to
that certain Membership Interest Purchase Agreement between the Company, La Rosa Realty Success
LLC, and the Holder dated May 24, 2024 (the “Purchase Agreement”).
The Holder is to receive a number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”),
pursuant to the Purchase Agreement. The Holder agrees hereby to sell the Common Stock received pursuant to the Purchase Agreement only
as permitted hereby during the Leak Period (defined below). Any other sales shall be a material breach of this Agreement.
The Holder agrees with the
Company that the leak out period (the “Leak-Out Period”). shall start on the date that is the 181st day
after the date of the closing (the “Closing Date”) of the acquisition per the Purchase Agreement, which should be the
date when the Company issues to the Holder the shares of its Common Stock pursuant to the Purchase Agreement(the “Start Date”)
and shall end at 5:00 p.m., Eastern Time, on the date that is 366 days following the Start Date (“End Date”). So, for
a hypothetical example, if the Closing Date is January 1, 2025, the Start Date of the Leak Out Period would be July 1, 2025 and the End
Date of the Leak Out Period would be July 2, 2026. During the Leak Out Period, the Holder shall be entitled to sell, dispose, transfer,
assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly, (including, without limitation,
any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) (each a “Disposition”)
an amount of shares of Common Stock equal to one twelfth (1/12th) of the total amount of the shares of Company’s Common
Stock that Holder has received pursuant to the Purchase Agreement per calendar month. (So, for example, if the Holder received 120 shares
of Common Stock pursuant to the Purchase Agreement, the Holder could, during the Leak Out Period, sell up to 10 shares of Common Stock
per calendar month). After the End Date, the Holder would not have any restriction on the number of shares that may be subject to Disposition.
The Holder understands and
agrees that that the Common Stock received pursuant to the Purchase Agreement are “restricted securities” under applicable
federal securities laws and that the Securities Act of 1933, as amended (“Securities Act”), and the rules of the U.S.
Securities and Exchange Commission provide in substance that the Holder may dispose of the Common Stock only pursuant to an effective
registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the undersigned
understands that the Company has no obligation or intention to register any of the shares of Common Stock obtained under the Purchase
Agreement or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption
from registration thereunder (including pursuant to Rule 144 thereunder).
Frank Delesline III - Leak Out Agreement
Page 1
The Company agrees to give
to the Company’s transfer agent or counsel any and all instructions intended to facilitate Dispositions under this Leak-Out Agreement.
Any notices, consents, waivers
or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing and sent by certified
mail, return receipt requested or via overnight courier (such as UPS or FEDEX) to the party whose address is set forth in the first paragraph
hereof.
This Leak-Out Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, letters,
emails, agreements (written or oral) and understandings relating to the subject matter hereof and are fully binding on the parties hereto.
This Leak-Out Agreement may
be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or PDF signature and any
such signature shall be of the same force and effect as an original signature.
The terms of this Leak-Out
Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective heirs, estates, personal
representatives, successors and assigns.
This Leak-Out Agreement may
not be amended or modified except in writing signed by each of the parties hereto.
This Leak-Out Agreement shall
be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflict of law principles that
would result in the application of any law other than the law of the State of Florida.
Any claim, suit, or proceeding
arising, in whole or in part, out of, in relation to, or in connection with this Leak-Out Agreement, including without limitation any
dispute as to the construction, validity, interpretation, enforceability, performance, expiry, termination, or breach of this Leak-Out
Agreement, whether based on contract, tort, or otherwise, shall be subject to the exclusive jurisdiction of the state or federal courts
in the County of Osceola, Florida. In connection with any such dispute, controversy or claim, the parties, unconditionally and irrevocably
(i) submit to the jurisdiction of the state and federal courts located in the County of Osceola, Florida; (ii) waive any and all objection
that they may now or hereafter have based on venue and/or forum non conveniens in any suit brought in any state or federal
court located in the County of Osceola, Florida; and (iii) waive any right to a jury trial for any dispute, controversy, or claim arising
out of, in relation to, or in connection with this Leak-Out Agreement.
[SIGNATURES APPEAR ON THE
NEXT PAGE.]
Frank Delesline III - Leak Out Agreement
Page 2
IN WITNESS WHEREOF,
this Agreement has been duly executed by or on behalf of the parties to this Agreement as of the date first above written.
|
La Rosa Holdings Corp. |
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|
|
|
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By: |
/s/ Joseph La Rosa |
|
|
Name: |
Joseph La Rosa |
|
|
Title: |
Chief Executive Officer |
|
|
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HOLDER: |
|
|
|
|
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By: |
/s/ Frank Delesline III |
|
|
Name: |
Frank Delesline III |
Frank Delesline III - Leak Out Agreement
Page 3
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May 20, 2024 |
Cover [Abstract] |
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Document Type |
8-K
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false
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Document Period End Date |
May 20, 2024
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Entity File Number |
001-41588
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Entity Registrant Name |
La Rosa Holdings Corp.
|
Entity Central Index Key |
0001879403
|
Entity Tax Identification Number |
87-1641189
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
1420
Celebration Blvd.,
|
Entity Address, Address Line Two |
2nd
Floor
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Entity Address, City or Town |
Celebration
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Entity Address, State or Province |
FL
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Entity Address, Postal Zip Code |
34747
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City Area Code |
321
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Local Phone Number |
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