Exhibit 10.45


 


LA ROSA HOLDINGS CORP.


 


THIS AGREEMENT, dated as of January 10, 2022
between La Rosa Holdings Corp., a State of Nevada corporation (the “Principal”), having its principal place of business
at 120 Celebration Blvd, 2nd Floor, Celebration, Florida 34747 and Bonilla Opportunity Fund I, LTD (“Share Partner”),
having its principal place of business at 7901 Kingspointe Parkway, Ste 8, Orlando Fl 32819.


 


RECITALS


 


WHEREAS, Share Partner has assisted and continues to assist
Principal in engaging professionals and providing general consulting advice for the creation of a IPO structure for Principal to
go public; and


 


WHEREAS, the Principal has engaged Share Partner to perform
certain advisory services for the Principal related to IPO process, to perform services for the Principal, including capital raising,
and as subject to the terms and conditions of this Agreement;


 


THEREFORE, for the mutual promises contained herein, the
parties hereto agree as follows:


 


AGREEMENT


 


1.    ENGAGEMENT OF SHARE PARTNER. Principal
confirms its continuing engagement of Share Partner and Share Partner hereby agrees to continue rendering advisory services for
the Principal (the “Services”), upon the terms and conditions hereinafter set forth.


 


A.    Duties. Share Partner performs its services
as reasonably requested by the Principal, including but not limited to the Services described herein. Share Partner shall devote
Consultant's commercially reasonable efforts to raise capital for payment of costs associated with the IPO, work in coordination
with all other professionals and consultants to structure and assist the IPO process.


 


B.    Responsibilities. Assist with the analysis of the Principal’s
business objectives; through ELP Global PLLC, assist with structure and contracts for returning franchisee business under the IPO
umbrella entity; and other services as may be requested by Principal. Share Partner shall be responsible for compensation to ELP
Global PLLC for legal advice and related services to the IPO, not the Principal.


 


2.     TERM.
The term of this Agreement shall commence on the execution date and shall continue until Principal is trading on a Senior
Exchange.


 


3.    COMPENSATION.
The Principal agrees to compensate the Share Partner in the following manner as consideration of the Services to be rendered
hereunder:


 


A.    Monthly: $0.00 (waived)


 


B.    Payable upon a Senior Exchange Listing: $0.00 (waived)


 


C.    Share Offering: Total 4% (2% to Carlos G. Bonilla
or its designee, 2% to Carlos J. Bonilla or its designee - through this Agreement).


 


(a) Upon execution of this Agreement, the Principal agrees to sell
to the Consultant, or its designees, at par value shares of Principal common stock equal to four percent (4%) of the Principal’s
fully-diluted shares outstanding at a price of $.0001 per share. Such shares are to be held in book entry at the transfer agent
and shall not be eligible to be sold by the Share Partner until the Principal trades on a Senior Exchange. The Share Partner shall
be granted anti-dilution protection so that the Share Partner shall receive additional shares immediately after the Senior Exchange
Listing so that the Share Partner retains 4% of the Principal’s fully-diluted shares outstanding after the Senior Exchange
Listing, including all shares issued or issuable associated with the Senior Exchange Listing; and


 




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4.    INDEPENDENT CONTRACTOR.


 


It is expressly agreed that Share Partner is acting as an independent
contractor in performing its services hereunder, and this Agreement is not intended to, nor does it create, an employer-employee
relationship nor shall it be construed as creating any joint venture or partnership between the Principal and Share Partner.


 


5.    ASSIGNMENT.


 


No assignment of this Agreement shall be allowed unless it is in
writing and approved by the parties.


 


7.    GENERAL PROVISIONS.


 


A.        Governing
Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida.
Each of the parties hereto consents to such jurisdiction for the enforcement of this Agreement and matters pertaining to the transaction
and activities contemplated hereby.


 


B.
       Complete Agreement. This Agreement supersedes any and all of the other
agreements, either oral or in writing, between the Parties with respect to the subject matter hereof and contains all of the
covenants and agreements between the parties with respect to such subject matter in any manner whatsoever. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any
party, or anyone herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or
binding. This Agreement may be changed or amended only by an amendment in writing signed by all of the Parties or their
respective successors-in-interest.


 


C.       
Binding. Except as aforesaid, this Agreement shall be binding upon and inure to the benefit of the successors-in-interest,
assigns and personal representatives of the respective Parties.


 


D.        Notices.
All notices and other communications provided for or permitted hereunder shall be made by hand delivery, first class mail, telex
or telecopied, addressed as follows:


 


	Principal:	LaRosa Realty Corp.
	 	120 Celebration Blvd,
	 	2nd Floor
	 	Celebration, Florida 34747
	 	Attn: Joe LaRosa, CEO
	 	joe@larosarealtycorp.com
	 	 
	Advisor:	Bonilla Opportunity Fund I, LTD
	 	(“Share Partner”)
	 	7901 Kingspointe Parkway, Ste 8, Orlando
	 	Fl 32819
	 	E-mail: carlos @elpglobal.com


 


E.         Unenforceable
Terms. Any provision hereof prohibited by law or unenforceable under the law of any jurisdiction in which such provision is
applicable shall as to such jurisdiction only be ineffective without affecting any other provision of this Agreement. To the full
extent, however, that such applicable law may be waived to the end that this Agreement be deemed to be a valid and binding agreement
enforceable in accordance with its terms, the Parties hereto hereby waive such applicable law knowingly and understanding the
effect of such waiver.


 




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F.          Execution
in Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute one agreement
binding on all the Parties, notwithstanding that all the Parties are not signatory to the original and same counterpart.


 


G.         Entire
Agreement. This Agreement, together with the documents and exhibits referred to herein, embodies the entire understanding
among the parties and merges all prior discussions or communications among them, and no party shall be bound by any definitions,
conditions, warranties, or representations other than as expressly stated in this Agreement, or as subsequently set forth in writing,
signed by the duly authorized representatives of all of the parties hereto. This agreement, when executed shall supersede and
render null and void any and all preceding oral or written understandings and agreements.


 


H.    Not Acting as a Broker-Dealer/Legal. The Principal hereby
acknowledges that Share Partner is not a licensed broker-dealer and is not raising capital for the Principal.


 


10.  INDEMNIFICATION.


 


Share Partner agrees to indemnify and hold harmless the Principal
and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs
and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with
(i) any negligent, reckless or intentionally wrongful act of Share Partner or Consultant’s assistants, employees, contractors
or agents, (ii) a determination by a court or agency that the Share Partner is not an independent contractor, (iii) any material
breach by the Share Partner or Consultant’s assistants, employees, contractors or agents of any of the covenants contained
in this Agreement and corresponding Confidential Information and Invention Assignment Agreement, (iv) any failure of Share Partner
to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation of a third party’s
rights resulting in whole or in part from the Principal’s use of the Inventions or other deliverables of Share Partner under
this Agreement.


 


Principal agrees to indemnify and hold harmless the Share Partner
and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs
and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with
any negligent, reckless or intentionally wrongful act of the Principal or the Principal’s officers, directors, employees,
contractors or agents.


 


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


 


	“PRINCIPAL’’	 	“SHARE PARTNER’’
	 	 	 
	LA ROSA HOLDINGS CORP.	 	BONILLA OPPORTUNITY FUND I, LTD
	 	 	 	 
	By:	/s/ Joseph La Rosa, Director	 	BONILLA OPPORTUNITY FUND I, LTD, a
	 	Joseph La Rosa, Director	 	Florida limited partnership
	 	 	 	 
	 	 	 	By: BONILLA DEVELOPERS INC, a Florida

corporation; the General Partner
	 	 	 	 	 
	 	 	 	By:	/s/ Carlos G. Bonilla, President
	 	 	 	 	Carlos G. Bonilla, President


 




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