La Rosa Holdings Corp 8-K, filed Apr 6, 2026
La Rosa Holdings Corp. (SRTM)
About this 8-K
La Rosa Holdings Corp filed this 8-K on April 6, 2026, reporting on events of April 3, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Definitive Material Agreement
On April 3, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), La Rosa Realty Orlando LLC, a majority owned subsidiary of the Company (the “LRRO”), Reinaldo Zapata and Viviana Figueroa (collectively, the “Sellers”), entered into a settlement agreement (“Settlement Agreement”). Pursuant to the Settlement Agreement, each of the Sellers sold their 24.5% membership interests (collectively, the “Interests”) in LRRO to the Company, and the Company agreed to (i) to forgive the amount of $106,447 allegedly owed by Mr. Zapata to LRRO, (ii) forgive the alleged $152,295 franchise fee obligation under Mr. Zapata’s personal guaranty, (iii) pay Ms. Figueroa the amount of $10,000, and (iv) to dismiss without prejudice the case of La Rosa Realty Corp., La Rosa Realty Orlando LLC v. Reinaldo Zapata, Viviana Figueroa, Case No. 2026-CA-001011-O, pending in the Circuit Court of Orange County, Florida. The Settlement Agreement also provides for mutual releases of claims that the parties have or may have against each other.
In connection with the Settlement Agreement, on April 3, 2026, Mr. Zapata and Ms. Figueroa signed the assignments of membership interests (collectively, the “Assignments”), pursuant to which they sold, assigned and transferred to the Company all rights, title, and interest in their Interests to the Company. As a result, LRRO became a wholly-owned subsidiary of the Company.
The foregoing descriptions of the Settlement Agreement and Assignments do not purport to be complete and are qualified in their entirety by reference to the forms of Settlement Agreement and Assignments, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Form of Settlement Agreement by and among La Rosa Holdings Corp., La Rosa Realty Orlando LLC, Reinaldo Zapata and Viviana Figueroa, dated as of April 3, 2026. | |
| 10.2 | Form of Assignment of Membership Interest of Mr. Zapata, dated as of April 3, 2026. | |
| 10.3 | Form of Assignment of Membership Interest of Ms. Figueroa, dated as of April 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 6, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of April 4, 2026 (the “Effective Date”) by and among La Rosa Holdings Corp. (“LRHC”) and La Rosa Realty Orlando LLC (“LRRO”) (LRHC and LRRO, are collectively, the “La Rosa Parties”), Reinaldo Zapata (“Zapata”) and Viviana Figueroa (“Figueroa”) (Zapata and Figueroa are collectively, the “Defendants”) (The La Rosa Parties and Defendants are collectively the “Parties” and each a “Party”). The Parties hereby agree as follows:
RECITALS
WHEREAS, Zapata owns a 24.5% membership interest in LRRO;
WHEREAS, Figueroa owns a 24.5% membership interest in LRRO;
WHEREAS, LRHC owns a 51% membership interest in LRRO;
WHEREAS, Zapata and Figueroa are alleged to owe certain monies to LRHC and LRRO, which Zapata and Figueroa deny;
WHEREAS, LRHC and LRRO sued Figueroa and Zapata, to wit, La Rosa Realty Corp., La Rosa Realty Orlando LLC v. Reinaldo Zapata, Viviana Figueroa, Case No. 2026-CA-001011-O, pending in the Circuit Court of Orange County, Florida (the “Case”).
WHEREAS, the Case represents contested claims and that for the convenience of the parties, and without making any admissions related to the Case or the allegations therein, the Parties have agreed to settle the Case on the mutual terms and conditions set forth herein.
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. RECITALS REGARDING ZAPATA.
1.1 Zapata’s Ownership and Obligations. Zapata owns a 24.5% membership interest in LRRO.
1.2 Zapata Claims. Zapata is allegeded to have used $106,447 of LRRO’s funds absent any corporate authorization, which Zapata denies.
1.23 Personal Guaranty. Zapata executed a personal guaranty to the franchisor personally guaranteeing payment of franchise fees owed by LRRO to LRHC.
1.4 Outstanding Franchise Fees. LRRO is alleged to currently owe LRHC $152,295 in outstanding franchise fees, accounting fees and payroll fees (the “Franchise Fee Obligations”).
1.5 Zapata’s Allocated Share. Zapata’s alleged allocated share of the outstanding Franchise Fee Obligations under his personal guaranty is $152,295.
2. TRANSFER OF ZAPATA’S MEMBERSHIP INTEREST.
2.1 Zapata’s Acknowledgments. Zapata acknowledges the allegations set forth above that: (a) he allegedly used $106,447 of LRRO’s funds absent any corporate authorization as set forth in Section 1.2; (b) he allegedly executed a personal guaranty to the franchisor guaranteeing payment of franchise fees owed by LRRO to LRHC as set forth in Section 1.3; and (c) LRRO currently owes LRHC $152,295 in franchise fees as set forth in Section 1.4.
2.2 Consideration for Zapata’s Transfer. In consideration of (i) LRHC’s forgiveness of the $106,447 amount allegedly owed to LRRO, (ii) LRHC’s forgiveness of the alleged $152,295 franchise fee obligation under Zapata’s personal guaranty, and (iii) the Dismissal in Section 7 and Release in Section 8 below, Zapata shall assign to LRHC all of Zapata’s 24.5% membership interest in LRRO (the “Zapata Transferred Interest”).
2.3 Zapata Assignment Document. Zapata shall execute the Assignment Document attached hereto as Exhibit A contemporaneously with this Agreement. The transfer of the Zapata Transferred Interest shall constitute full and complete satisfaction and release of (i) the $106,447 amount of funds allegedly owed by Zapata to LRRO and the La Rosa Parties, and (ii) all of Zapata’s Franchise Fees.
2.4 Zapata’s Release of Personal Guaranty. Upon the transfer of the Zapata Transferred Interest and execution of Exhibit A, Zapata shall be fully and forever released and discharged from any and all obligations under his personal guaranty to the franchisor with respect to any franchise fees owed by LRRO to LRHC, whether past, present, or future.
3. RECITALS REGARDING FIGUEROA.
3.1 Figueroa’s Ownership and Obligations. Figueroa owns a 24.5% membership interest in LRRO.
3.2 Personal Guaranty. Figueroa executed a personal guaranty to the franchisor personally guaranteeing payment of franchise fees owed by LRRO to LRHC.
3.3 Outstanding Franchise Fees. LRRO currently owes LRHC $152,295 of the Franchise Fee Obligations.
3.4 Figueroa’s Allocated Share. Figueroa’s alleged allocated share of the outstanding Franchise Fee Obligations under her personal guaranty is $152,295.
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4. SETTLEMENT PAYMENT TO FIGUEROA.
4.1 Settlement Sum. The La Rosa Parties shall pay to Figueroa a total settlement sum of $10,000.00 (the “Settlement Sum”) as partial consideration for the transfer of Figueroa’s membership interest in LRRO pursuant to Section 5 below.
4.2 Payment Timing. The Settlement Sum shall be due and payable within ten (10) days after the Effective Date.
4.3 Payment Method. Payment shall be made by ACH or wire transfer to the trust account for Sasso & Sasso, P.A.
5. TRANSFER OF FIGUEROA’S MEMBERSHIP INTEREST.
5.1 Figueroa’s Acknowledgments. Figueroa acknowledges the allegations set forth above that: (a) she allegedly executed a personal guaranty to the franchisor guaranteeing payment of franchise fees owed by LRRO to LRHC as set forth in Section 3.2; and (b) LRRO currently owes LRHC the Franchise Fee Obligations as set forth in Section 3.3.
5.2 Consideration for Figueroa’s Transfer. In consideration of (i) LRHC’s forgiveness of Figueroa’s alleged Franchise Fee Obligations, (ii) payment of the Settlement Sum set forth in Section 4.1 above, and (iii) the Dismissal in Section 7 and Release in Section 8 below, Figueroa shall assign to LRHC all of Figueroa’s 24.5% membership interest in LRRO (the “Figueroa Transferred Interest”).
5.3 Figueroa Assignment Document. Figueroa shall execute the Assignment Document attached hereto as Exhibit B contemporaneously with this Agreement. The transfer of the Figueroa Transferred Interest, together with the payment of the Settlement Sum, shall constitute full and complete satisfaction and release of all of Figueroa’s Franchise Fee Obligations
5.4 Figueroa’s Release of Personal Guaranty. Upon the transfer of the Figueroa Transferred Interest, payment of the Settlement Sum, and execution of Exhibit B, Figueroa shall be fully and forever released and discharged from any and all of the Franchise Fee Obligations, whether past, present, or future.
6. COMBINED TRANSFERRED INTERESTS.
6.1 Total Transfer. The Zapata Transferred Interest and the Figueroa Transferred Interest are collectively referred to herein as the “Transferred Interests.” Upon completion of the transfers contemplated in Sections 2 and 5, LRHC shall own an additional forty-nine percent (49%) membership interest in LRRO for a total of 100% of the membership interests in LRRO.
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7. DISMISSAL OF LITIGATION.
7.1 Dismissal with Prejudice. The La Rosa Parties shall dismiss with prejudice, or cause to be dismissed with prejudice the Case.
7.2 Timing of Dismissal. The dismissal shall be effectuated within ten (10) days of the Closing by filing a notice of dismissal with prejudice with the Circuit Court.
7.3 Reservation of Jurisdiction. The dismissal shall reserve jurisdiction in the Circuit Court to enforce this Agreement.
8. MUTUAL RELEASES.
8.1 Release by Zapata. Zapata, for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, unconditionally and irrevocably remises, waives, satisfies, releases, acquits, and forever discharges the La Rosa Parties, and all of their respective employees, directors, officers, members, managers, affiliates, agents, relatives, successors, and assigns, from and against any and all claims, counterclaims, actions, suits, rights, causes of action, legal or administrative complaints, lawsuits, set-offs, costs, losses, controversies, agreements, franchise agreements, contracts, restrictive covenants, promises, and demands or liabilities, of whatever kind or character, including, without limitation, all claims, accrued or unaccrued, direct or indirect, latent or patent, whether known or unknown, that Zapata has, had, or may have against the La Rosa Parties.
8.2 Release by Figueroa. Figueroa, for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, unconditionally and irrevocably remises, waives, satisfies, releases, acquits, and forever discharges the La Rosa Parties, and all of their respective employees, directors, officers, members, managers, affiliates, agents, relatives, successors, and assigns, from and against any and all claims, counterclaims, actions, suits, rights, causes of action, legal or administrative complaints, lawsuits, set-offs, costs, losses, controversies, agreements, franchise agreements, contracts, restrictive covenants, promises, and demands or liabilities, of whatever kind or character, including, without limitation, all claims, accrued or unaccrued, direct or indirect, latent or patent, whether known or unknown, that Figueroa has, had, or may have against the La Rosa Parties.
8.3 Release by La Rosa Parties. The La Rosa Parties, for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, unconditionally and irrevocably remise, waive, satisfy, release, acquit, and forever discharge Zapata and Figueroa, and all of their respective relatives, successors, and assigns, from and against any and all claims, counterclaims, actions, suits, rights, causes of action, legal or administrative complaints, lawsuits, set-offs, costs, losses, controversies, agreements, franchise agreements, contracts, restrictive covenants, promises, and demands or liabilities, of whatever kind or character, including, without limitation, all claims, accrued or unaccrued, direct or indirect, latent or patent, whether known or unknown, that the La Rosa Parties have, had, or may have against Zapata and Figueroa.
8.4 No Admission. This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability by any Party.
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9. MUTUAL NON-DISPARAGEMENT.
9.1 Mutual Non-Disparagement. The Parties covenant and agree not to, directly or indirectly, make any statements, whether oral or written, or take any action, that is reasonably expected to disparage, defame, criticize, or otherwise reflect negatively upon the other Party, or any of their respective affiliates, officers, directors, members, managers, employees, agents, successors, or assigns.
9.2 Survival & Enforcement. This Section 9 shall survive the closing of the transactions contemplated herein and the termination or expiration of this Agreement for any reason. This clause shall be enforceable by temporary and permanent injunctive relief.
9.3 Exception for Legal Process. This Section 9 shall not restrict or prohibit truthful testimony compelled by valid legal process, including subpoena or court order, or statements legally required by law or regulation.
10. DEFAULT; NOTICE; CURE; REMEDIES.
10.1 Event of Default. An “Event of Default” occurs if (a) the Settlement Sum is not paid to Figueroa within ten (10) days of the Effective Date as required by Section 4.2, or (b) any Party materially breaches any other provision of this Agreement.
10.2 Notice and Cure. The non-defaulting Party shall provide written notice to the defaulting Party specifying the default and the actions required to cure (the “Default Notice”). The defaulting Party shall have fifteen (15) days from receipt of the Default Notice to cure the default (the “Cure Period”).
10.3 Remedies. If the defaulting Party fails to cure the default within the Cure Period, the non-defaulting Party may pursue all available remedies expressly provided in this Agreement and under applicable law.
11. BANKRUPTCY; ENFORCEABILITY.
11.1 No Special Bankruptcy Treatment. The Parties agree that nothing in this Agreement shall be construed to render the obligations “non-dischargeable” as a categorical matter; the Parties shall retain all rights and defenses available under the United States Bankruptcy Code, and any applicable determinations shall be made by a court of competent jurisdiction.
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12. CONFIDENTIALITY; PERMITTED DISCLOSURES.
12.1 Confidentiality. The Parties shall keep the terms of this Agreement confidential and may state only that “the matter has been amicably resolved,” except as provided herein.
12.2 Permitted Disclosures. Notwithstanding Section 12.1, the Parties may disclose the terms of this Agreement to their respective attorneys, tax advisors, accountants, auditors, insurers, financing sources, and as required by law or regulation.
12.3 SEC Matters. LRHC may make disclosures as reasonably determined necessary or advisable to comply with federal securities laws, stock exchange rules, and filing requirements.
13. CONDITIONS PRECEDENT; FURTHER ASSURANCES.
13.1 Conditions to Closing. The obligations to consummate the transactions contemplated by Sections 2 and 5 are conditioned upon: (a) the execution and delivery of the Assignment Documents (Exhibits A and B); (b) the execution and delivery of all ancillary transfer documents; and (c) the absence of any legal restraint or injunction prohibiting the transfers.
13.2 Further Assurances. Each Party shall execute and deliver such additional documents and take such further actions as are reasonably necessary to give effect to this Agreement and the transactions contemplated hereby, within five (5) business days after written request by any other Party.
14. NOTICES.
14.1 Notice Requirements. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, on the date of delivery, (b) sent by registered or certified mail, return receipt requested, on the date of receipt, or (c) sent by nationally recognized overnight courier, on the next business day after dispatch, to the addresses set forth in Section 14.2 below or to such other address as any Party may designate by written notice to the other Parties.
14.2 Notice Addresses.
Notices to the La Rosa Parties:
Attention: Mr. Korey Alberts
1420 Celebration Blvd., Suite 200
Celebration, FL 34747
Email: Korey@larosarealtycorp.com
With a copy to:
Michele Diglio-Benkiran, Esquire
Legal Counsel, P.A.
13330 W. Colonial Dr., #110
Winter Garden, FL 34787
Email: efilings@legalcounselpa.com
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Notices to Zapata:
Reinaldo Zapata
c/o Sasso & Sasso, P.A.
630 South Maitland Avenue
Maitland, Florida 32751
Email: reyzapata14@gmail.com
With a copy to:
Michael A. Sasso
Email: masasso@sasso-law.com
Notices to Figueroa:
Viviana Figueroa
c/o Sasso & Sasso, P.A.
630 South Maitland Avenue
Maitland, Florida 32751
Email: reyzapata14@gmail.com
With a copy to:
Michael A. Sasso
Email: masasso@sasso-law.com
15. ANCILLARY DOCUMENTS; TIMELINES.
15.1 Zapata Assignment Document. Zapata shall execute the Assignment Document attached hereto as Exhibit A(including all attachments thereto, more particularly the LRRO Amendment and Assignment of Interest for Zapata) simultaneous with the execution of this Agreement.
15.2 Figueroa Assignment Document. Figueroa shall execute the Assignment Document attached hereto as Exhibit B (including all attachments thereto, more particularly the LRRO Amendment and Assignment of Interest for Figueroa) simultaneous with the execution of this Agreement.
16. TAXES.
16.1 Tax Liabilities. Each Party shall bear its own tax liabilities, if any, arising from or relating to this Agreement and the transactions contemplated hereby.
16.2 Tax Cooperation. The Parties shall cooperate in good faith to provide such forms and information as are reasonably required for tax reporting purposes.
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17. REPRESENTATIONS AND WARRANTIES.
17.1 Representations by Zapata. Zapata represents and warrants to the La Rosa Parties that: (a) he has the requisite power and authority to execute and deliver this Agreement and Exhibit A and to perform his obligations hereunder and thereunder; (b) this Agreement and Exhibit A have been duly authorized, executed, and delivered by Zapata and constitute legal, valid, and binding obligations of Zapata, enforceable against him in accordance with their respective terms; (c) he has had the opportunity to consult with counsel of his choice regarding this Agreement; and (d) he is the sole and exclusive owner of the Zapata Transferred Interest, free and clear of all liens, encumbrances, and claims.
17.2 Representations by Figueroa. Figueroa represents and warrants to the La Rosa Parties that: (a) she has the requisite power and authority to execute and deliver this Agreement and Exhibit B and to perform her obligations hereunder and thereunder; (b) this Agreement and Exhibit B have been duly authorized, executed, and delivered by Figueroa and constitute legal, valid, and binding obligations of Figueroa, enforceable against her in accordance with their respective terms; (c) she has had the opportunity to consult with counsel of her choice regarding this Agreement; and (d) she is the sole and exclusive owner of the Figueroa Transferred Interest, free and clear of all liens, encumbrances, and claims.
17.3 Representations by La Rosa Parties. Each of the La Rosa Parties represents and warrants to Zapata and Figueroa that: (a) it has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed, and delivered by such La Rosa Party and constitutes a legal, valid, and binding obligation of such La Rosa Party, enforceable against it in accordance with its terms; and (c) it has had the opportunity to consult with counsel of its choice regarding this Agreement.
18. MISCELLANEOUS PROVISIONS.
18.1 Choice of Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles.
18.2 Exclusive Venue. The Parties consent to the exclusive venue and jurisdiction of state or federal courts located in Orange County, Florida for any action arising out of or relating to this Agreement.
18.3 Attorneys’ Fees. In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys’ fees and costs, including fees and costs incurred on appeal.
18.4 Entire Agreement; Integration. This Agreement (including Exhibits A and B) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, relating to such subject matter.
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18.5 Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by the Party against whom enforcement of such amendment, modification, or waiver is sought. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.
18.6 Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns. No Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, delayed, or conditioned.
18.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.
18.8 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed to be original signatures and shall have the same legal effect as original signatures.
18.9 Headings. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
18.10 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement other than the Parties’ respective successors and permitted assigns expressly referenced herein. Nothing in this Agreement, whether express or implied, is intended to confer upon any person or entity other than the Parties and their respective successors and permitted assigns any rights, benefits, or remedies.
18.11 Construction. The Parties acknowledge that each Party and its counsel have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement.
19. EXECUTION; EFFECTIVE DATE; RECITALS.
19.1 Effective Date. This Agreement shall be effective as of the Effective Date set forth in the preamble upon execution by all Parties.
19.2 Execution Authority. Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute this Agreement on behalf of such Party.
19.3 Recitals. The recitals set forth on page 1 of this Agreement are true and correct and are hereby incorporated into this Agreement by reference.
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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the Effective Date.
| LA ROSA REALTY ORLANDO, LLC | ||
| By: | ||
| Name: | Joseph La Rosa | |
| Title: | Manager | |
| Dated: | April _____, 2026 | |
| LA ROSA HOLDINGS CORP. | ||
| By: | ||
| Name: | Joseph La Rosa | |
| Title: | C.E.O. | |
| Dated: | April _____, 2026 | |
| REINALDO ZAPATA | ||
| Reinaldo Zapata | ||
| Dated: | April ____, 2026 | |
| VIVIANA FIGUEROA | ||
| Viviana Figueroa | ||
| Dated: | April ____, 2026 | |
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EXHIBIT A
ASSIGNMENT OF MEMBERSHIP INTEREST
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EXHIBIT B
ASSIGNMENT OF MEMBERSHIP INTEREST
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EXHIBIT C
RESIGNATION LETTER - REINALDO ZAPATA
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EXHIBIT D
RESIGNATION LETTER – VIVIANA FIGUEROA
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Exhibit 10.2
ASSIGNMENT OF MEMBERSHIP INTEREST
THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this “Assignment”) is made and entered into as of April 4, 2026 (the “Assignment Date”), by and between REINALDO ZAPATA (“Assignor”), and LA ROSA HOLDINGS CORP., a Nevada corporation (“Assignee”).
RECITALS
WHEREAS, Assignor is the owner of a 24.5% membership interest (the “Assigned Interest”) in La Rosa Realty Orlando LLC, a Florida limited liability company (the “Company”);
WHEREAS, Assignor, Assignee, La Rosa Realty Orlando LLC, and Viviana Figueroa have entered into that certain Settlement Agreement dated as of April 4, 2026 (the “Settlement Agreement”);
WHEREAS, pursuant to Section 2 of the Settlement Agreement, Assignor has agreed to assign and transfer the Assigned Interest to Assignee in consideration of (i) Assignee’s forgiveness of the $106,447 allegedly owed to LRRO , (ii) Assignee’s forgiveness $152,295 representing Assignor’s alleged allocated share of franchise fee, accounting and payroll obligations under Assignor’s personal guaranty, and (iii) the dismissal of litigation and mutual releases set forth in the Settlement Agreement; and
WHEREAS, Assignor desires to assign, transfer, and convey the Assigned Interest to Assignee, and Assignee desires to accept such assignment, transfer, and conveyance, on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. ASSIGNMENT AND TRANSFER.
1.1 Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor’s right, title, and interest in and to the Assigned Interest, together with all rights, powers, privileges, and interests associated therewith, including without limitation:
(a) All economic rights, including the right to receive distributions, allocations of profits and losses, and return of capital;
(b) All management and voting rights, including the right to vote on all matters submitted to members;
(c) All information rights;
(d) All rights to participate in the management and affairs of the Company; and
(e) All other rights of a member under the Company’s Operating Agreement and under Florida law.
1.2 From and after the Assignment Date, Assignee shall own the Assigned Interest and shall be entitled to exercise all rights and powers of a member with respect to the Assigned Interest.
2. CONSIDERATION.
2.1 The consideration for this Assignment consists of:
(a) Assignee’s forgiveness of the $106,447 of alleged funds owed to LRRO by Assignor from the Company;
(b) Assignee’s forgiveness of $152,295 representing Assignor’s alleged allocated share of franchise fee obligations, accounting obligations and payroll obligations under Assignor’s personal guaranty to the franchisor;
(c) The dismissal with prejudice of all litigation against Assignor as set forth in Section 7 of the Settlement Agreement; and
(d) The mutual releases set forth in Section 8 of the Settlement Agreement.
2.2 Assignor acknowledges that the consideration set forth in Section 2.1 has been received and is adequate and sufficient consideration for this Assignment.
3. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR.
Assignor represents and warrants to Assignee as follows:
3.1 Ownership. Assignor is the sole and exclusive legal and beneficial owner of the Assigned Interest, free and clear of all liens, pledges, security interests, encumbrances, claims, and restrictions of any kind.
3.2 Authority. Assignor has full power and authority to execute, deliver, and perform this Assignment. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms.
3.3 No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate any law, rule, regulation, order, or decree applicable to Assignor, or (b) conflict with, result in a breach of, or constitute a default under any agreement, instrument, or obligation to which Assignor is a party or by which Assignor is bound.
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3.4 No Consents. No consent, approval, authorization, or other action by, and no notice to or filing with, any governmental authority or other third party is required for the execution, delivery, and performance by Assignor of this Assignment, except for any amendment to the Company’s Operating Agreement and any filings required under Florida law, which shall be completed by the Company.
3.5 No Other Agreements. There are no voting trusts, proxies, or other agreements or understandings to which Assignor is a party or by which Assignor is bound with respect to the voting, transfer, or disposition of the Assigned Interest.
3.6 Acknowledgment of Debts. Assignor acknowledges and admits that:
(a) Assignor is alleged to owe $106,447 from the Company;
(b) Assignor allegedly executed a personal guaranty to the franchisor guaranteeing payment of franchise fees owed by the Company to Assignee; and
(c) The Company currently owes Assignee Ninety-Five Thousand Dollars ($95,000.00) in franchise fees, of which Forty-Seven Thousand Five Hundred Dollars ($47,500.00) represents Assignor’s allocated share.
4. ASSUMPTION BY ASSIGNEE.
4.1 Assignee hereby accepts the assignment and transfer of the Assigned Interest and agrees to be bound by the terms and conditions of the Company’s Operating Agreement as a member of the Company with respect to the Assigned Interest.
4.2 Assignee acknowledges receipt of a copy of the Company’s Operating Agreement.
5. RELEASE OF ASSIGNOR’S PERSONAL GUARANTY.
5.1 Upon the effectiveness of this Assignment and in accordance with Section 2.4 of the Settlement Agreement, Assignor shall be fully and forever released and discharged from any and all obligations under Assignor’s personal guaranty to the franchisor with respect to any franchise fees owed by the Company to Assignee, whether past, present, or future.
5.2 This release is conditioned upon the valid transfer of the Assigned Interest to Assignee and Assignor’s compliance with all terms and conditions of the Settlement Agreement.
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6. RESIGNATION FROM COMPANY.
6.1 Effective as of the Assignment Date, Assignor hereby resigns from any and all positions held with the Company, including without limitation any position as manager, officer, employee, agent, or representative of the Company.
6.2 Assignor agrees to execute such additional documentation as may be reasonably required to effectuate such resignation, including but not limited to the Resignation Letter attached to the Settlement Agreement as part of Exhibit C.
7. FURTHER ASSURANCES.
7.1 Assignor agrees to execute and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary or desirable to effect, evidence, or confirm the assignment and transfer of the Assigned Interest to Assignee.
7.2 Assignor agrees to cooperate with Assignee and the Company in amending the Company’s Operating Agreement and membership records to reflect the transfer of the Assigned Interest.
8. INCORPORATION OF SETTLEMENT AGREEMENT.
8.1 This Assignment is executed pursuant to and in accordance with the Settlement Agreement. In the event of any conflict between the terms of this Assignment and the Settlement Agreement, the Settlement Agreement shall control.
8.2 All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.
9. GOVERNING LAW; VENUE.
9.1 This Assignment shall be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles.
9.2 The parties consent to the exclusive venue and jurisdiction of state or federal courts located in Orange County, Florida for any action arising out of or relating to this Assignment.
10. COUNTERPARTS.
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed to be original signatures.
11. BINDING EFFECT.
This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns.
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IN WITNESS WHEREOF, the parties have executed this Assignment as of the Assignment Date.
| ASSIGNOR: | |
| REINALDO ZAPATA | |
| Dated: April ____, 2026 | |
| STATE OF FLORIDA) | |
| COUNTY OF SEMINOLE) |
The foregoing was acknowledged before me on this ___ day of April, 2026 by means of ___ online notarization or ___ physical presence by Reinaldo Zapata, who is ___ personally known to me or ___ produced the following as identification: ____________________________.
| Notary Public, State of Florida |
| ASSIGNEE: | ||
| LA ROSA HOLDINGS CORP. | ||
| By: | ||
| Name: | Joseph La Rosa, C.E.O. | |
| Dated: | April ___, 2026 | |
| ACKNOWLEDGED AND AGREED: | ||
| LA ROSA REALTY ORLANDO LLC | ||
| By: | ||
| Joseph La Rosa, Manager | ||
| Dated: | April ___, 2026 |
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Exhibit 10.3
ASSIGNMENT OF MEMBERSHIP INTEREST
THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this “Assignment”) is made and entered into as of April 4, 2026 (the “Assignment Date”), by and between Viviana Figueroa (“Assignor”), and La Rosa Holdings Corp., a Nevada corporation (“Assignee”).
RECITALS
WHEREAS, Assignor is the owner of 24.5% membership interest (the “Assigned Interest”) in La Rosa Realty Orlando LLC, a Florida limited liability company (the “Company”);
WHEREAS, Assignor, Assignee, La Rosa Realty Orlando LLC, and Reinaldo Zapata have entered into that certain Settlement Agreement dated as of April 4, 2026 (the “Settlement Agreement”);
WHEREAS, pursuant to Section 5 of the Settlement Agreement, Assignor has agreed to assign and transfer the Assigned Interest to Assignee in consideration of (i) Assignee’s forgiveness of $152,295 representing Assignor’s allocated share of franchise fee obligations, accounting fee obligations, and payroll obligations under Assignor’s personal guaranty, (ii) payment of $10,000.00 to Assignor, and (iii) the dismissal of litigation and mutual releases set forth in the Settlement Agreement; and
WHEREAS, Assignor desires to assign, transfer, and convey the Assigned Interest to Assignee, and Assignee desires to accept such assignment, transfer, and conveyance, on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. ASSIGNMENT AND TRANSFER.
1.1 Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor’s right, title, and interest in and to the Assigned Interest, together with all rights, powers, privileges, and interests associated therewith, including without limitation:
(a) All economic rights, including the right to receive distributions, allocations of profits and losses, and return of capital;
(b) All management and voting rights, including the right to vote on all matters submitted to members;
(c) All information rights;
(d) All rights to participate in the management and affairs of the Company; and
(e) All other rights of a member under the Company’s Operating Agreement and under Florida law.
1.2 From and after the Assignment Date, Assignee shall own the Assigned Interest and shall be entitled to exercise all rights and powers of a member with respect to the Assigned Interest.
2. CONSIDERATION.
2.1 The consideration for this Assignment consists of:
(a) Assignee’s forgiveness of $152,295 representing Assignor’s alleged allocated share of franchise fee obligations, accounting fee obligations, and payroll obligations under Assignor’s personal guaranty to the franchisor;
(b) Payment by Assignee to Assignor of $10,000.00 as set forth in Section 4 of the Settlement Agreement;
(c) The dismissal with prejudice of all litigation against Assignor as set forth in Section 7 of the Settlement Agreement; and
(d) The mutual releases set forth in Section 8 of the Settlement Agreement.
2.2 Assignor acknowledges that the consideration set forth in Section 2.1 (other than the cash payment which shall be paid in accordance with Section 4.2 of the Settlement Agreement) has been received and that such consideration, together with the cash payment to be made, constitutes adequate and sufficient consideration for this Assignment.
3. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR.
Assignor represents and warrants to Assignee as follows:
3.1 Ownership. Assignor is the sole and exclusive legal and beneficial owner of the Assigned Interest, free and clear of all liens, pledges, security interests, encumbrances, claims, and restrictions of any kind.
3.2 Authority. Assignor has full power and authority to execute, deliver, and perform this Assignment. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms.
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3.3 No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate any law, rule, regulation, order, or decree applicable to Assignor, or (b) conflict with, result in a breach of, or constitute a default under any agreement, instrument, or obligation to which Assignor is a party or by which Assignor is bound.
3.4 No Consents. No consent, approval, authorization, or other action by, and no notice to or filing with, any governmental authority or other third party is required for the execution, delivery, and performance by Assignor of this Assignment, except for any amendment to the Company’s Operating Agreement and any filings required under Florida law, which shall be completed by the Company.
3.5 No Other Agreements. There are no voting trusts, proxies, or other agreements or understandings to which Assignor is a party or by which Assignor is bound with respect to the voting, transfer, or disposition of the Assigned Interest.
3.6 Acknowledgment of Personal Guaranty. Assignor acknowledges that:
(a) Assignor executed a personal guaranty to the franchisor guaranteeing payment of franchise fees owed by the Company to Assignee; and
(b) The Company currently owes Assignee $152,295 in franchise fees, accounting fees and payroll fees of $152,295 represents Assignor’s allocated share.
4. ASSUMPTION BY ASSIGNEE.
4.1 Assignee hereby accepts the assignment and transfer of the Assigned Interest and agrees to be bound by the terms and conditions of the Company’s Operating Agreement as a member of the Company with respect to the Assigned Interest.
4.2 Assignee acknowledges receipt of a copy of the Company’s Operating Agreement.
5. RELEASE OF ASSIGNOR’S PERSONAL GUARANTY.
5.1 Upon the effectiveness of this Assignment and in accordance with Section 5.4 of the Settlement Agreement, Assignor shall be fully and forever released and discharged from any and all obligations under Assignor’s personal guaranty to the franchisor with respect to any franchise fees owed by the Company to Assignee, whether past, present, or future.
5.2 This release is conditioned upon the valid transfer of the Assigned Interest to Assignee, payment of the Settlement Sum to Assignor, and Assignor’s compliance with all terms and conditions of the Settlement Agreement.
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6. RESIGNATION FROM COMPANY.
6.1 Effective as of the Assignment Date, Assignor hereby resigns from any and all positions held with the Company, including without limitation any position as manager, officer, employee, agent, or representative of the Company.
6.2 Assignor agrees to execute such additional documentation as may be reasonably required to effectuate such resignation, including but not limited to the Resignation Letter attached to the Settlement Agreement as part of Exhibit D.
7. FURTHER ASSURANCES.
7.1 Assignor agrees to execute and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary or desirable to effect, evidence, or confirm the assignment and transfer of the Assigned Interest to Assignee.
7.2 Assignor agrees to cooperate with Assignee and the Company in amending the Company’s Operating Agreement and membership records to reflect the transfer of the Assigned Interest.
8. INCORPORATION OF SETTLEMENT AGREEMENT.
8.1 This Assignment is executed pursuant to and in accordance with the Settlement Agreement. In the event of any conflict between the terms of this Assignment and the Settlement Agreement, the Settlement Agreement shall control.
8.2 All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.
9. GOVERNING LAW; VENUE.
9.1 This Assignment shall be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles.
9.2 The parties consent to the exclusive venue and jurisdiction of state or federal courts located in Orange County, Florida for any action arising out of or relating to this Assignment.
10. COUNTERPARTS.
This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed to be original signatures.
11. BINDING EFFECT.
This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns.
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IN WITNESS WHEREOF, the parties have executed this Assignment as of the Assignment Date.
| ASSIGNOR: | |
| VIVIANA FIGUEROA | |
| Dated: April ____, 2026 | |
| STATE OF FLORIDA) | |
| COUNTY OF SEMINOLE) |
The foregoing was acknowledged before me on this ___ day of April, 2026 by means of ___ online notarization or ___ physical presence by Viviana Figueroa who is ___ personally known to me or ___ produced the following as identification: ____________________________.
| Notary Public, State of Florida |
| ASSIGNEE: | ||
| LA ROSA HOLDINGS CORP. | ||
| By: | ||
| Name: | Joseph La Rosa, C.E.O. | |
| Dated: | April ___, 2026 | |
| ACKNOWLEDGED AND AGREED: | ||
| LA ROSA REALTY ORLANDO LLC | ||
| By: | ||
| Joseph La Rosa, Manager | ||
| Dated: | April ___, 2026 |
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