Exhibit 10.9


 


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
be 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.



 




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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 base 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. In addition, the Company shall pay the Director a quarterly fee of an additional $3,000 in consideration for the Director's
service as chair of the nominating and corporate governance committee (“Chair Fee”). These cash fees 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 and the Chair Fee shall be paid quarterly at the beginning of each
calendar quarter. No invoices need be submitted by the Director for payment of the Base or Chair 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 lnsurance


 


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.



 




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		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.


 




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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.


 


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]


 




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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/ Ned L. Siegel
	 	Name:	Ned L. Siegel


 




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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.



 




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		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]


 




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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/ Ned L. Siegel
	 	Name:	Ned L. Siegel


 




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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 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.



 




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		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.



 




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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 1

420 Celebration Boulevard

2nd Floor
	 	 	Celebration, Florida 34747


 




    	 	B-8	 



     


    

 


	 	INDEMNITTEE:
	 	 
	 	/s/ Ned L. Siegel
	 	Name:	Ned L. Siegel


 




    	 	B-9