Exhibit 10.8


 


LA ROSA HOLDINGS CORP.


BOARD OF DIRECTORS AGREEMENT


 


This BOARD OF DIRECTORS AGREEMENT (“Agreement”)
by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the
“Director”), provides for director services and shall become effective sixty (60) days after the Company files
its first draft of its registration statement on Form S-l for its initial public offering (the “Effective Date”),
according to the following terms and conditions:


 


 
I.    Services Provided


 


The Director
agrees, subject to the Director's continued status as a director, to serve on the Company’s Board of Directors (the “Board”)
and to provide those services required of a director under the Company’s Articles of Incorporation and Bylaws, as both
may be amended from time to time (“Charter Documents”) and under the Nevada Revised Statutes, the federal securities
laws and other state and federal laws and regulations, as applicable, and the rules and regulations of the U.S. Securities and
Exchange Commission (the “SEC”) and any stock exchange or quotation system on which the Company’s securities
may be traded from time to time. Director will also serve on such one or more committees of the Board as he or she and the Board
shall mutually agree.


 


 
II.   Nature of Relationship


 


		A.	The Director is an independent contractor and will not be deemed as an employee of the Company
for any purposes by virtue of this Agreement. The Director shall be solely responsible for the payment or withholding of all federal,
state, or local income taxes, social security taxes, unemployment taxes, and any and all other taxes relating to the compensation
he or she earns under this Agreement. The Director shall not, in his or her capacity as a director of the Company, enter into any
agreement or incur any obligations on the Company’s behalf, without appropriate Board action.



 


		B.	The Company will supply, at no cost to the Director: periodic briefings on the business, director
packages for each board and committee meeting, copies of minutes of meetings and any other materials that are required under the
Company’s Charter Documents or the charter of any committee of the Board on which the Director serves and any other materials
which may, by mutual agreement, be necessary for performing the services requested under this Agreement.



 


	
         

        
	III.	Director’s Representations and Warranties



 





		A.	The Director represents and warrants that no other party has exclusive rights to his services in
the specific areas in which the Company is conducting business and that the Director is in no way compromising any rights or trust
between any other party and the Director or creating a conflict of interest as a result of his or her participation on the Board.
The Director also represents, warrants and covenants that so long as the Director serves on the Board, the Director will not enter
into another agreement that will create a conflict of interest with this Agreement or the Company. The Director further represents,
warrants and covenants that he or she will comply with the Company’s Articles, Bylaws, policies and guidelines, all applicable
laws and regulations, including Sections 10 and 16 of the Securities Exchange Act of 1934, as amended, and listing rules of The
Nasdaq Stock Market LLC or any other stock exchanges on which the Company’s securities may be traded; that if he or she is
designated by the Board as an independent director, he or she shall promptly notify the Board of any circumstances that may potentially
impair his or her independence as a director of the Company; and that he or she shall promptly notify the Board of any arrangements
or agreements relating to compensation provided by a third party to him or her in connection with his or her status as a director
or director nominee of the Company or the services requested under this Agreement.



 


		B.	Throughout the term of this Agreement, the Director agrees he or she will not, without obtaining
the Company’s prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with
the Company’s business, products or services, including without limitation, products or services in the development stage,
accept employment or provide services to (including but not limited to service as a member of a board of directors), or establish
a business in competition with the Company; provided, however, that the Director may serve or continue to serve as an officer or
director of one or more entities that are affiliated with the Company, including without limitation, entities in which the Company
does not have a majority holding.



 




    	 	1	 



     


    

  


IV.   Compensation


 


		A.	Cash Fee. Subject to Section VI and during the term of this Agreement, the Company shall
pay the Director, if the Company does not otherwise compensate the Director as an officer or employee, a non-refundable fee of
$12,000 per quarter (“Base Fee”) in consideration for the Director providing the services described in Section
I which shall compensate him or her for all time spent preparing for, travelling to (if applicable) and attending Board or committee
meetings. This cash fee may be revised by action of the Board from time to time. Such revision shall be effective as of the date
specified in the resolution for payments not yet earned and need not be documented by an amendment to this Agreement to be effective.
In addition, if the non-employee Director serves as the chairperson of any standing committee of the Board, he or she may be entitled
to additional cash compensation as decided by the Board (or the compensation committee thereof) in its sole discretion.



 


		B.	Payment. The Base Fee shall be paid quarterly at the beginning of each quarter. No invoices
need be submitted by the Director for payment of the Base Fee.



 


		C.	Expenses. During the term of this Agreement, the Company will reimburse the Director for
reasonable business related expenses approved by the Company in advance, such approval not to be unreasonably withheld. Invoices
for expenses, with receipts attached, shall be submitted. Such invoices must be approved by the Company’s Chief Executive
Officer or Chief Financial Officer as to form and completeness.



 


		D.	Equity Compensation. For joining the Board of Directors each independent Director shall
receive 100,000 non-qualified stock options with an exercise price equal to the public offering price of a share of the Company’s
common stock at the closing of the Company’s initial public offering (the “Options”). The Options shall vest
equally over the course of twelve (12) months with the first tranche of Options vesting thirty (30) days after the Effective Date.
The Options shall be granted pursuant to and governed by the terms of the Company’s equity incentive plan.



 


V.     Indemnification
and Insurance


 


The Company will execute an indemnification
agreement in favor of the Director substantially in the form of the agreement attached hereto as Exhibit B (the “Indemnification
Agreement”). In addition, so long as the Company’s indemnification obligations exist under the Indemnification
Agreement, the Company shall provide the Director with directors’ and officers’ liability insurance coverage in the
amounts specified in the Indemnification Agreement.


 


VI.   Term
of Agreement and Amendments


 


This Agreement shall be in effect
from the date hereof through the last date of the Director’s current term as a member of the Board. This Agreement shall
be automatically renewed on the date of the Director’s reelection as a member of the Board for the period of such new term
unless the Board determines not to renew this Agreement. Any amendment to this Agreement must be approved by the Board. Amendments
to Section IV “Compensation” hereof do not require the Director’s consent to be effective. Notice of such
amendment shall be provided to the Director within a reasonable time thereafter.


 


VII.  Termination


 


		A.	This Agreement shall automatically terminate upon the death of the Director or upon his resignation
or removal from, or failure to win election or reelection to, the Board. In the event of expiration or termination of this Agreement,
the Director agrees to return or destroy any materials transferred to the Director under this Agreement except as may be necessary
to fulfill any outstanding obligations hereunder. The Director agrees that the Company has the right of injunctive relief to enforce
this provision.



 




    	 	2	 



     


    




 


		B.	The Company’s and
the Director’s continuing obligations hereunder in the event of expiration or termination of this Agreement shall be subject
to the terms of Section XIV hereof.



 


VIII. Limitation
of Liability and Force Majeure


 


		A.	Under no circumstances shall the Company be liable to the Director for any consequential damages
claimed by any other party as a result of representations made by the Director with respect to the Company which are materially
different from any to those made in writing by the Company.



 


		B.	Furthermore, except for the maintenance of confidentiality, neither party shall be liable to the
other for delay in any performance, or for failure to render any performance under this Agreement when such delay or failure is
caused by Government regulations (whether or not valid), fire, strike, differences with workmen, illness of employees, flood, accident,
or any other cause or causes beyond reasonable control of such delinquent party.



 


IX.    Confidentiality
and Use of Director Information


 


		A.	The Director agrees to sign and abide by the Company’s Director Proprietary Information Agreement
attached hereto as Exhibit A (the “Proprietary Information Agreement”).



 


		B.	The Director explicitly consents to the Company holding and processing both electronically and
manually the information that he or she provides to the Company or the data that the Company collects which relates to the Director
for the purpose of the administration, management and compliance purposes, including but not limited to the Company’s disclosure
of any and all information provided by the Director in the Company’s proxy statements, annual reports or other securities
filings or reports pursuant to federal or state securities laws or regulations, and the Director agrees to promptly notify the
Company of any misstatement of a material fact regarding the Director, and of the omission of any material fact necessary to make
the statements contained in such documents regarding the Director not misleading.



 


X.     Resolution
of Dispute


 


Any dispute regarding this Agreement
(including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined
in accordance with the laws of the State of Nevada, the United States of America. Any action under this paragraph shall not preclude
any party hereto from seeking injunctive or other legal relief to which each party may be entitled.


 


XI.    Entire Agreement


 


This Agreement (including agreements
executed in substantially the form of the exhibits attached hereto) supersedes all prior or contemporaneous written or oral understandings
or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in whole or in part, except
by a writing signed by the party against whom such addition, modification or waiver is sought to be asserted.


 


XII.   Assignment


 


This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party.


 


XIII.  Notices


 


Any and all notices, requests
and other communications required or permitted hereunder shall be in writing, registered mail or by facsimile, to each of the parties
at the addresses provided. Any such notice shall be deemed given when received and notice given by registered mail shall be considered
to have been given on the tenth (10th) day after having been sent in the manner provided for above.


 




    	 	3	 



     


    

 


XIV. Survival
of Obligations


 


Notwithstanding the expiration
or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other
which has already accrued as of the time of such expiration or termination (including, without limitation, the Director’s
obligations under the Proprietary Information Agreement, the Company’s obligation to make any fees and expense payments required
pursuant to Section IV due up to the date of the expiration or termination, and the Company’s indemnification and insurance
obligations set forth in Section V hereof) or which thereafter might accrue in respect of any act or omission of such party prior
to such expiration or termination.


 


XV.  Attorneys’
Fees


 


If any legal action or other
proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach or default in connection with any
of the provisions hereof, the successful or substantially prevailing party (including a party successful or substantially prevailing
in defense) shall be entitled to recover its actual attorneys’ fees and other costs incurred in that action or proceeding,
in addition to any other relief to which it may be entitled.


 


XVI. Severability


 


Any provision of this Agreement
which is determined to be invalid or unenforceable shall not affect the remainder of this Agreement, which shall remain in effect
as though the invalid or unenforceable provision had not been included herein, unless the removal of the invalid or unenforceable
provision would substantially defeat the intent, purpose or spirit of this Agreement.


 


XVII. Counterparts


 


This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement
by facsimile or other electronic signature is legal, valid and binding for all purposes.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	4	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this
Board of Directors Agreement to be executed as of the date first written above.


 


	 	LA ROSA HOLDINGS CORP.
	 	 	 
	 	By:	/s/ Joe La Rosa
	 	 	Joe La Rosa
	 	 	Chief Executive Officer and Director


 


	 	DIRECTOR:
	 	 
	 	/s/ Michael La Rosa
	 	Name:	Michael La Rosa


 




    	 	5	 



     


    

 


EXHIBIT A


 


LA ROSA HOLDINGS CORP.


DIRECTOR PROPRIETARY INFORMATION AGREEMENT


 


THIS DIRECTOR PROPRIETARY INFORMATION AGREEMENT
(the “Agreement”) is made effective as of as of the date of that certain Director Agreement (as defined herein),
by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the
“Director”).


 


WHEREAS, the
Director has agreed to serve on the Board of Directors of the Company (the “Board”) pursuant to that certain
Board of Directors Agreement between the Company and Director (the “Director Agreement”);


 


WHEREAS, the
parties desire to assure the confidential status of the information which may be disclosed by the Company to the Director in connection
with the Director serving on the Board; and


 


NOW THEREFORE, in
reliance upon and in consideration of the following undertaking, the parties agree as follows:


 


		1.	Subject to the limitations set forth in Section 2, all information disclosed by the Company to
the Director shall be deemed to be “Proprietary Information.” In particular, Proprietary Information shall be
deemed to include any information, process, technique, algorithm, program, design, drawing, formula or test data relating to any
research project, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel
matter relating to the Company, any of its affiliates or subsidiaries, present or future products, sales, suppliers, customers,
employees, investors, or business of the Company or any of its affiliates or subsidiaries, whether or oral, written, graphic or
electronic form.



 


		2.	The term “Proprietary Information” shall not be deemed to include the following
information: (i) information which is now, or hereafter becomes, through no breach of this Agreement on the part of the Director,
generally known or available to the public; (ii) is known by the Director at the time of receiving such information; (iii) is hereafter
furnished to the Director by a third party, as a matter of right and without restriction on disclosure; or (iv) is the subject
of a written permission to disclose provided by the Company.



 


		3.	The Director shall maintain in trust and confidence and not disclose to any third party or use
for any unauthorized purpose any Proprietary Information received from the Company. The Director may use such Proprietary Information
only to the extent required to accomplish the purposes of his position at the Company. The Director shall not use Proprietary Information
for any purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the
export control laws of the United States. No other rights of licenses to trademarks, inventions, copyrights, or patents are implied
or granted under this Agreement.



 


		4.	Proprietary Information supplied shall not be reproduced in any form except as required to accomplish
the intent of this Agreement.



 


		5.	The Director represents, warrants and covenants that he shall protect the Proprietary Information
received with at least the same degree of care used to protect his or her own Proprietary Information from unauthorized use or
disclosure.



 


		6.	All Proprietary Information (including all copies thereof) shall remain in the property of the
Company, and shall be returned to the Company (or destroyed) after the Director's need for it has expired, or upon request of the
Company, and in any event, upon the expiration or termination of Director Agreement.



 




    	 	A-1	 



     


    

 


		7.	Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall
not be precluded if such disclosure:



 


		a.	is in response to a valid order, including a subpoena, of a court or other governmental body of
the United States or any political subdivision thereof; provided, however, that to the extent reasonably feasible, the Director
shall first have given the Company notice of the Director’s receipt of such order and the Company shall have had an opportunity
to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purpose for which the
order was issued;



 


		b.	is otherwise required by law; or



 


		c.	is otherwise necessary to establish rights or enforce obligations under this Agreement, but only
to the extent that any such disclosure is necessary.



 


		8.	This Agreement shall continue in full force and effect during the term of the Director Agreement.
This Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. The termination
of this Agreement shall not relieve the Director of the obligations imposed by Paragraphs 3, 4, 5 and 11 of this Agreement with
respect to Proprietary information disclosed prior to the effective date of such termination and the provisions of these Paragraphs
shall survive the termination of this Agreement indefinitely with respect to Proprietary Information that constitutes “trade
secrets” and for a period of eighteen (18) months from the date of such termination with respect to other Proprietary
Information.



 


		9.	This Agreement shall be governed by the laws of the State of Nevada as those laws are applied to
contracts entered into and to be performed entirely in Nevada.



 


		10.	This Agreement contains the final, complete and exclusive agreement of the parties relative to
the subject matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by both
parties.



 


		11.	Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by
the Director, including, without limitation, an actual or threatened disclosure of Proprietary Information without the prior express
written consent of the Company, the Company will suffer an irreparable injury, such that no remedy at law will afford it adequate
protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the Company shall
be entitled to specific performance of the Director's obligations under this Agreement, as well as such further injunctive relief
as may be granted by a court of competent jurisdiction.



 


[SIGNATURE PAGE FOLLOWS]


 




    	 	A-2	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Director Proprietary Information Agreement on and as of the day and year first above written.


 


	 	LA ROSA HOLDINGS CORP.
	 	 	 
	 	By:	/s/ Joe La Rosa
	 	 	Joe La Rosa
	 	 	Chief Executive Officer and Director
	 	 	 
	 	DIRECTOR:
	 	 
	 	/s/ Michael La Rosa
	 	Name:	Michael La Rosa


 




    	 	A-3	 



     


    

 


EXHIBIT B


 


LA ROSA HOLDINGS CORP.


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT is made effective as of [*], 2021 (this “Agreement”), by and between LA ROSA HOLDINGS CORP., a Nevada corporation
(the “Company”) and the undersigned signatory (“Indemnitee”).


 


RECITALS


 


		A.	The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance
for its directors, officers, employees, stockholders, controlling persons, agents and fiduciaries, the significant increases in
the cost of such insurance and the general reductions in the coverage of such insurance.



 


		B.	the Company and Indemnitee further recognize the substantial increase in corporate litigation in
general, which subjects directors, officers, employees, controlling persons, stockholders, agents and fiduciaries to expensive
litigation risks at the same time as the availability and coverage of liability insurance has been severely limited.



 


		C.	Indemnitee does not regard the current protection available as adequate under the present circumstances,
and Indemnitee and other directors, officers, employees, stockholders, controlling persons, agents and fiduciaries of the Company
may not be willing to serve in such capacities without additional protection.



 


		D.	The Company (i) desires to attract and retain highly qualified individuals and entities, such as
Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to be involved with the Company and (ii) wishes to
provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law.



 


		E.	This Agreement forms part of the consideration for Indemnitee to serve, or to continue to serve,
as an officer or director of the Company, and allows Indemnitee to fulfill his or her fiduciary duties under law and take on actions
for or on behalf of the Company.



 


		F.	In view of the considerations set forth above, the Company desires that Indemnitee be indemnified
by the Company as set forth herein.



 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows:


 


1.       Indemnification.


 


		a.	Indemnification of Expenses. The Company shall indemnify and hold harmless Indemnitee
                                                            (including its respective directors, officers, partners, former partners, members, former members, employees, agents and
                                                            spouse, as applicable) and each person who controls any of them or who may be liable within the meaning of Section 15 of the
                                                            Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of
                                                            1934, as amended (the “Exchange Act”), to the fullest extent permitted by law if Indemnitee was or is or
                                                            becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant
                                                            in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any
                                                            hearing, inquiry or investigation that Indemnitee believes might lead to the institution of any such action, suit, proceeding
                                                            or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) by
                                                            reason of (or arising in part or in whole out of) any event or occurrence related to the fact that Indemnitee is or was or
                                                            may be deemed a director, officer, stockholder, employee, controlling person, agent or fiduciary of the Company, or any
                                                            subsidiary of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer,
                                                            stockholder, employee, controlling person, agent or fiduciary of another corporation, partnership, limited liability company,
                                                            joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the Indemnitee while serving
                                                            in such capacity including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or
                                                            several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement
                                                            of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state
                                                            statutory law or regulation, at common law or otherwise or which relate directly or indirectly to the registration, purchase,
                                                            sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a direct or
                                                            indirect result of any Claim made by any stockholder of the Company against Indemnitee and arising out of or related to any
                                                            round of financing of the Company (including but not limited to Claims regarding non-participation, or non-pro rata
                                                            participation, in such round by such stockholder), or made by a third party against Indemnitee based on any misstatement
                                                            or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or
                                                            state securities or common laws (hereinafter an “Indemnification Event”) against any and all expenses
                                                            (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating,
                                                            defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in,
                                                            any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments,
                                                            fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Company,
                                                            which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on
                                                            Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter
                                                            “Expenses”), including all interest, assessments and other charges paid or payable in connection with or in
                                                            respect of such Expenses. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no
                                                            later than ten (10) days after written demand by Indemnitee therefor is presented to the Company.



 




    	 	B-1	 



     


    




 


		b.	Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under
Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 6(e) hereof) shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(e) hereof is involved) that
Indemnitee would not be permitted to be indemnified under applicable law, and (ii) Indemnitee acknowledges and agrees that the
obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”)
shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby
agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance
until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted
or lapsed). Indemnitee’s obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall
be charged thereon. If there has not been a Change in Control (as defined in Section 6(c) hereof), the Reviewing Party shall be
selected by the Company’s Board of Directors (the “Board”), and if there has been such a Change in Control
(other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such
Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(e) hereof. If there has
been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal
or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination
by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.



 


		c.	Contribution. If the indemnification provided for in Section 1(a) above for any reason is
determined by the Reviewing Party or held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any
losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder,
shall, to the fullest extent permissible under applicable law, contribute to the amount paid or payable by Indemnitee as a result
of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect the relative benefits
received by the Company and Indemnitee and the relative fault of the Company and Indemnitee in connection with the action or inaction
which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations.
In connection with losses, claims, damages, expenses or liabilities resulting from the registration of the Company’s securities,
the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the
net proceeds from the offering (before deducting expenses) received by them, in each case as set forth in the table on the cover
page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault
of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company
or Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.



 




    	 	B-2	 



     


    




 


The Company
and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro
rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. In connection with losses, claims, damages, expenses or liabilities resulting
from the registration of the Company’s securities, in no event shall Indemnitee be required to contribute any amount under
this Section 1(c) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified
against equal to Indemnitee’s proportion of the total securities being offered under such registration statement or (ii)
the proceeds received by Indemnitee from its securities sold under the registration statement. Notwithstanding this Section 1(c),
no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not found guilty of such fraudulent misrepresentation.


 


		d.	Survival Regardless of Investigation. The indemnification and contribution provided for
in this Section 1 will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee or any
officer, director, employee, agent or controlling person of Indemnitee.



 


		e.	Change in Control. The Company agrees that if there is a Change in Control of the Company
(other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such
Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses
under this Agreement or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”)
or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 6(d) hereof) shall be selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall
render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified
under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel
referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.



 


		f.	Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action
without prejudice, in the defense of any action, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof
or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee
in connection herewith.



 










    	 	B-3	 



     


    

 


2.       Expenses;
Indemnification Procedure.


 


		a.	Advancement of Expenses.
                                         Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee.
                                         The advances to be made hereunder shall be paid by the Company to Indemnitee as soon
                                         as practicable but in any event no later than fifteen (15) days after written demand
                                         by Indemnitee therefor to the Company.



 


		b.	Notice/Cooperation by Indemnitee.
                                         Indemnitee shall give the Company written notice as soon as practicable of any Claim
                                         made against Indemnitee for which indemnification will or could be sought under this
                                         Agreement; provided, however, that any failure or delay in giving such notice shall not
                                         relieve the Company of its obligations under this Agreement unless and to the extent
                                         that (i) the Company is not aware of such Claim and (ii) the Company is materially prejudiced
                                         by such failure or delay. The written notice to the Company shall include a description
                                         of the nature of and the facts underlying the Claim and be directed to the Chief Executive
                                         Officer of the Company at the address shown on the signature page of this Agreement (or
                                         such other address as the Company shall designate in writing to Indemnitee).



 


		c.	No Presumptions; Burden of Proof.
                                         For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
                                         (whether with or without court approval) or conviction, or upon a plea of nolo contendere,
                                         or its equivalent, shall not create a presumption that Indemnitee did not meet any particular
                                         standard of conduct or have any particular belief or that a court has determined that
                                         indemnification is not permitted by applicable law. In addition, neither the failure
                                         of the Reviewing Party to have made a determination as to whether Indemnitee has met
                                         any particular standard of conduct or had any particular belief, nor an actual determination
                                         by the Reviewing Party that Indemnitee has not met such standard of conduct or did not
                                         have such belief, prior to the commencement of legal proceedings by Indemnitee to secure
                                         a judicial determination that Indemnitee should be indemnified under applicable law,
                                         shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee
                                         has not met any particular standard of conduct or did not have any particular belief.
                                         In connection with any determination by the Reviewing Party or otherwise as to whether
                                         Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the
                                         Company to establish that Indemnitee is not so entitled.



 


		d.	Notice to Insurers. If, at
                                         the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b)
                                         hereof, the Company has liability insurance in effect which may cover such Claim, the
                                         Company shall give prompt written notice of the commencement of such Claim to the applicable
                                         insurers in accordance with the procedures set forth in each of the policies. The Company
                                         shall thereafter take all necessary or desirable action to cause such insurers to pay,
                                         on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding,
                                         inquiry or investigation in accordance with the terms of such policies.



 


		e.	Selection of Counsel.
                                         In the event the Company is obligated hereunder to pay the Expenses of any Claim, the
                                         Company shall be entitled to participate in the proceeding and assume the control of
                                         the defense of such Claim, with counsel reasonably approved by Indemnitee (such approval
                                         shall not be unreasonably withheld, delayed or conditioned), upon the delivery to Indemnitee
                                         of written notice of its election to do so. After delivery of such notice, approval of
                                         such counsel by Indemnitee and the retention of such counsel by the Company, the Company
                                         will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently
                                         incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee
                                         shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s
                                         sole expense; (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel
                                         in connection with such proceeding, at the expense of the Company, if such counsel serves
                                         in a review, observer, advice and counseling capacity and does not otherwise materially
                                         control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee
                                         have mutually concluded that there is a conflict of interest between them in the conduct
                                         of the defense of such Claim, then Indemnitee is entitled to retain its own counsel and
                                         the reasonable fees and expenses of Indemnitee’s counsel reasonably approved by
                                         the Company (such approval shall not be unreasonably withheld, delayed or conditioned)
                                         shall be at the expense of the Company.



  




    	 	B-4	 



     


    

 


3.       Additional
Indemnification Rights; Non-Exclusivity.


 


		a.	Scope. The Company hereby
                                         agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest extent permitted
                                         by law, even if indemnification is not specifically authorized by the other provisions
                                         of this Agreement or any other agreement, the Company’s Certificate and Bylaws
                                         or by statute. In the event of any change after the date of this Agreement in any applicable
                                         law, statute or rule which expands the right of a Nevada corporation to indemnify a member
                                         of its board of directors or an officer, employee, agent or fiduciary, it is the intent
                                         of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
                                         afforded by such change. In the event of any change in any applicable law, statute or
                                         rule which narrows the right of a Nevada corporation to indemnify a member of its board
                                         of directors or an officer, employee, agent or fiduciary, such change, to the extent
                                         not otherwise required by such law, statute or rule to be applied to this Agreement,
                                         shall have no effect on this Agreement or the parties’ rights and obligations hereunder
                                         except as set forth in Section 8(a) hereof.



 


		b.	Non-Exclusivity. Notwithstanding
                                         anything in this Agreement, the indemnification provided by this Agreement shall be in
                                         addition to any rights to which Indemnitee may be entitled under the Company’s
                                         Certificate or Bylaws, any agreement, any vote of stockholders or disinterested directors,
                                         the laws of the State of Nevada, or otherwise. Notwithstanding anything in this Agreement,
                                         the indemnification provided under this Agreement shall continue as to Indemnitee for
                                         any action Indemnitee took or did not take while serving in an indemnified capacity even
                                         though Indemnitee may have ceased to serve in such capacity and indemnification shall
                                         inure to the benefit of Indemnitee from and after Indemnitee’s first day of service
                                         as a director with the Company or affiliation with a director from and after the date
                                         such director commences services as a director with the Company.



 


		c.	No Duplication of Payments.
                                         Notwithstanding anything herein to the contrary, the Company shall not be liable under
                                         this Agreement to make any payment in connection with any Claim made against Indemnitee
                                         to the extent Indemnitee has otherwise actually received payment (under any insurance
                                         policy, any other agreement, the Company’s Certificate and Bylaws or otherwise)
                                         of the amounts otherwise indemnifiable hereunder.



 


		d.	Partial Indemnification. If
                                         Indemnitee is entitled under any provision of this Agreement to indemnification by the
                                         Company for any portion of Expenses incurred in connection with any Claim, but not, however,
                                         for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
                                         for the portion of such Expenses to which Indemnitee is entitled thereunder.



 


		e.	Mutual Acknowledgement. The
                                         Company and Indemnitee acknowledge that in certain instances, applicable law or public
                                         policy may prohibit the Company from indemnifying its directors, officers, employees,
                                         controlling persons, agents or fiduciaries under this Agreement or otherwise.



 


		f.	Liability Insurance. During
                                         any period of time Indemnitee is entitled to indemnification rights under this Agreement,
                                         the Company shall maintain liability insurance applicable to directors, officers, employees,
                                         control persons, agents or fiduciaries, Indemnitee shall be covered by such policies
                                         in such a manner as to provide Indemnitee the same rights and benefits as are accorded
                                         to the most favorably insured of the Company’s directors, if Indemnitee is a director,
                                         or of the Company’s officers, if Indemnitee is not a director of the Company but
                                         is an officer; or of the Company’s key employees, controlling persons, agents or
                                         fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent,
                                         control person, or fiduciary. Said liability insurance shall provide coverage amounts
                                         of no less than $2.0 million and shall be held with an insurance carrier which the Board
                                         believes is of financially sound condition



 


		4.	Exceptions. Any
                                         other provision herein to the contrary notwithstanding, the Company shall not be obligated
                                         pursuant to the terms of this Agreement:



 


		a.	Claims Under Section 16(b).
                                         To indemnify Indemnitee for Expenses arising from or in connection with any Claims for
                                         which a final decision by a court having jurisdiction in the matter determines that Indemnitee
                                         sold or purchased the Company’s securities in violation of Section 16(b) of the
                                         Exchange Act or any similar successor statute;



 




    	 	B-5	 



     


    

 


		b.	Compensation Recovery Claims.
                                         To indemnify Indemnitee for Expenses arising from or in connection with any Claims for
                                         any reimbursement of the Company by Indemnitee of any bonus or other incentive-based
                                         or equity-based compensation or of any profits realized by Indemnitee from the sale of
                                         securities of the Company, as required under the Exchange Act (including any such reimbursements
                                         that rise from an accounting restatement of the Company pursuant to Section 304 of the
                                         Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), or
                                         the payment to the Company of profits arising from the purchase and sale by Indemnitee
                                         of securities in violation of Section 306 of the Sarbanes-Oxley Act);



 


		c.	Indemnitee Claims. To indemnify
                                         Indemnitee for Expenses arising from or in connection with any Claims initiated or brought
                                         voluntarily by Indemnitee not by way of defense, except with respect to Claims brought
                                         to establish or enforce a right to indemnification under this Agreement, the Company’s
                                         Certificate and Bylaws or any applicable law;



 


		d.	Unlawful Indemnification. To
                                         indemnify Indemnitee for Expenses arising from or in connection with any Claims for which
                                         a final decision by a court having jurisdiction in the matter determines that such indemnification
                                         is not lawful;



 


		e.	Fraud. To indemnify Indemnitee
                                         for Expenses arising from or in connection with any Claims for which a final decision
                                         by a court having jurisdiction in the matter determines that Indemnitee has committed
                                         fraud on the Company; and



 


		f.	Insurance. To indemnify Indemnitee
                                         for which payment is actually and fully made to Indemnitee under a valid and collectible
                                         insurance policy.



 


		5.	Period of Limitations.
                                         No legal action shall be brought and no cause of action shall be asserted by or in
                                         the right of the Company against Indemnitee or Indemnitee’s estate, spouse, heirs,
                                         executors or personal or legal representatives after the expiration of five (5) years
                                         from the date of accrual of such cause of action, and any claim or cause of action of
                                         the Company shall be extinguished and deemed released unless asserted by the timely filing
                                         of a legal action within such five (5) year period; provided, however, that if any shorter
                                         period of limitations is otherwise applicable to any such cause of action, such shorter
                                         period shall govern.



 


6.      Construction
of Certain Phrases.


 


		a.	For purposes of this Agreement,
                                         references to the “Company” shall include, in addition to the resulting corporation,
                                         any constituent corporation (including any constituent of a constituent) absorbed in
                                         a consolidation or merger which, if its separate existence had continued, would have
                                         had power and authority to indemnify its directors, officers, employees, agents or fiduciaries,
                                         so that if Indemnitee is or was or may be deemed a director, officer, employee, agent,
                                         control person, or fiduciary of such constituent corporation, or is or was or may be
                                         deemed to be serving at the request of such constituent corporation as a director, officer,
                                         employee, control person, agent or fiduciary of another corporation, partnership, joint
                                         venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in
                                         the same position under the provisions of this Agreement with respect to the resulting
                                         or surviving corporation as Indemnitee would have with respect to such constituent corporation
                                         if its separate existence had continued.



 


		b.	For purposes of this Agreement,
                                         references to “other enterprise” shall include any employee benefit
                                         plan of the Company; references to “fines” shall include any excise taxes
                                         assessed on Indemnitee with respect to an employee benefit plan; and references to “serving
                                         at the request of the Company” shall include any service as a director, officer,
                                         employee, agent or fiduciary of the Company which imposes duties on, or involves services
                                         by, such director, officer, employee, agent or fiduciary with respect to an employee
                                         benefit plan of the Company, its participants or its beneficiaries.



 


		c.	For purposes of this Agreement
                                         a “Change in Control” shall be deemed to have occurred if (i) any
                                         “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of
                                         the Exchange Act), other than a trustee or other fiduciary holding securities under an
                                         employee benefit plan of the Company or a corporation owned directly or indirectly by
                                         the stockholders of the Company in substantially the same proportions as their ownership
                                         of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly,
                                         of securities of the Company representing 20% or more of the combined voting power of
                                         the Company’s then outstanding Voting Securities, increases beneficial ownership
                                         of such securities by 5% or more, or (B) becomes the “beneficial owner”
                                         (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of securities
                                         of the Company representing more than 30% of the total voting power represented by the
                                         Company’s then outstanding Voting Securities, (ii) during any period of two consecutive
                                         years, individuals who at the beginning of such period constitute the Board and any new
                                         director whose election by the Board or nomination for election by the Company’s
                                         stockholders was approved by a vote of at least two-thirds (2/3) of the directors then
                                         still in office who either were directors at the beginning of the period or whose election
                                         or nomination for election was previously so approved, cease for any reason to constitute
                                         a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation
                                         of the Company with any other corporation other than a merger or consolidation which
                                         would result in the Voting Securities of the Company outstanding immediately prior thereto
                                         continuing to represent (either by remaining outstanding or by being converted into Voting
                                         Securities of the surviving entity) at least two-thirds (2/3) of the total voting power
                                         represented by the Voting Securities of the Company or such surviving entity outstanding
                                         immediately after such merger or consolidation, or the stockholders of the Company approve
                                         a plan of complete liquidation of the Company or an agreement for the sale or disposition
                                         by the Company of (in one transaction or a series of transactions) all or substantially
                                         all of the Company’s assets. “Voting Securities” shall mean
                                         any securities of the Company that vote generally in the election of directors.



 




    	 	B-6	 



     


    

 


 


		d.	For purposes of this Agreement,
                                         “Independent Legal Counsel” shall mean an attorney or firm of attorneys,
                                         selected in accordance with the provisions of Section 1(e) hereof, who shall not have
                                         otherwise performed services for the Company or Indemnitee within the last three (3)
                                         years (other than with respect to matters concerning the right of Indemnitee under this
                                         Agreement, or of other indemnitees under similar indemnity agreements).



 


		e.	For purposes of this Agreement,
                                         a “Reviewing Party” shall mean any appropriate person or body consisting
                                         of a member or members of the Board or any other person or body appointed by the Board,
                                         who is not a party to the particular Claim for which Indemnitee is seeking indemnification,
                                         such as a committee of the Board or Independent Legal Counsel.



 


		7.	Counterparts. This
                                         Agreement may be executed in one or more counterparts, each of which shall constitute
                                         an original.



 


		8.	Binding Effect; Successors and
                                         Assigns. This Agreement shall be binding upon and inure to the benefit of and
                                         be enforceable by the parties hereto and their respective successors, assigns, including
                                         any direct or indirect successor by purchase, merger, consolidation or otherwise to all
                                         or substantially all of the business and/or assets of the Company, spouses, heirs, and
                                         personal and legal representatives. The Company shall require and cause any successor
                                         (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
                                         substantially all, or a substantial part, of the business and/or assets of the Company,
                                         by written agreement in form and substance satisfactory to Indemnitee, expressly to assume
                                         and agree to perform this Agreement in the same manner and to the same extent that the
                                         Company would be required to perform if no such succession had taken place. This Agreement
                                         shall continue in effect with respect to Claims relating to Indemnifiable Events regardless
                                         of whether Indemnitee continues to serve as a director, officer, employee, agent, controlling
                                         person, or fiduciary of the Company or of any other enterprise, including subsidiaries
                                         of the Company, at the Company’s request.



 


		9.	Attorneys’ Fees.
                                         In the event that any action is instituted by Indemnitee under this Agreement or
                                         under any liability insurance policies maintained by the Company to enforce or interpret
                                         any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses
                                         incurred by Indemnitee with respect to such action if Indemnitee is ultimately successful
                                         in such action. In the event of an action instituted by or in the name of the Company
                                         under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee
                                         shall be entitled to be paid Expenses incurred by Indemnitee in the defense of such action
                                         (including costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims
                                         made in such action), and shall be entitled to the advancement of Expenses with respect
                                         to such action, in each case only to the extent that Indemnitee is ultimately successful
                                         in such action.



 




    	 	B-7	 



     


    

  


		10.	Notice. All notices
                                         and other communications required or permitted hereunder shall be in writing, shall be
                                         effective when given, and shall in any event be deemed to be given (a) five (5) days
                                         after deposit with the U.S. Postal Service or other applicable postal service, if delivered
                                         by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one
                                         business day after the business day of deposit with Federal Express or similar overnight
                                         courier, freight prepaid, or (d) one day after the business day of delivery by facsimile
                                         transmission, if deliverable by facsimile transmission, with copy by first class mail,
                                         postage prepaid, and shall be addressed if to Indemnitee, at Indemnitee’s address
                                         as set forth beneath the Indemnitee’s signature to this Agreement and if to the
                                         Company at the address of its principal corporate offices (attention: Secretary) or at
                                         such other address as such party may designate by ten (10) days’ advance written
                                         notice to the other party hereto.



 


		11.	Severability. The provisions
                                         of this Agreement shall be severable in the event that any of the provisions hereof (including
                                         any provision within a single section, paragraph or sentence) are held by a court of
                                         competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
                                         provisions hereof shall remain enforceable to the fullest extent permitted by law. Furthermore,
                                         to the fullest extent possible, this Agreement (including, without limitations, each
                                         portion of this Agreement containing any provision held to be invalid, void or otherwise
                                         unenforceable, that is not itself invalid, void or unenforceable) shall be construed
                                         so as to give effect to the intent manifested by the provision held invalid, illegal
                                         or unenforceable.



 


		12.	Resolution of Dispute.
                                         This Agreement shall be governed by and its provisions construed and enforced in
                                         accordance with the laws of the State of Nevada, without regard to the conflict of laws
                                         principles thereof. To the fullest extent permitted by law, and unless the Company consents
                                         in writing to the selection of an alternative forum, the Courts of the State of Nevada
                                         shall be the sole and exclusive forum for all purposes in connection with any dispute
                                         regarding, arising out of or relating to this Agreement (including without limitation
                                         its validity, interpretation, performance, enforcement, termination and damages).



 


		13.	Subrogation. In the
                                         event of payment under this Agreement, the Company shall be subrogated to the extent
                                         of such payment to all of the rights of recovery of Indemnitee who shall execute all
                                         documents required and shall do all acts that may be necessary to secure such rights
                                         and to enable the Company effectively to bring suit to enforce such rights.



 


		14.	Amendment and Termination.
                                         No amendment, modification, termination or cancellation of this Agreement shall be
                                         effective unless it is in writing signed by the parties to be bound thereby. Notice of
                                         same shall be provided to all parties hereto. No waiver of any of the provisions of this
                                         Agreement shall be deemed or shall constitute a waiver of any other provisions hereof
                                         (whether or not similar) nor shall such waiver constitute a continuing waiver.



 


		15.	Corporate Authority. The Board has approved
the terms of this Agreement.



 


IN WITNESS WHEREOF, the parties
hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


	 	LA ROSA HOLDINGS CORP.
	 	 
	 	By:	/s/ Joe La Rosa
	 	 	Joe La Rosa
	 	 	Chief Executive Officer and Director 

    420 Celebration Boulevard

    2nd Floor
	 	 	Celebration, Florida 34747


 




    	 	B-8	 



     


    

 


	 	INDEMNITTEE:
	 	 
	 	/s/ Michael La Rosa
	 	Name:	Michael
    La Rosa


 




    	 	B-9