Exhibit 10.73


 





 


CAPITAL MARKET


ADVISORY AGREEMENT


 


THIS AGREEMENT, dated as of July 1, 2022, between
LaRosa Holdings, Inc. (the “Company”), having its principal place of business at 1420 Celebration Boulevard, 2nd Floor, Celebration,
Florida 34747 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite
120, Fort Lauderdale, Florida 33301.


 


RECITALS


 


WHEREAS, Consultant
is engaged in the business of providing advisory services and advising companies in connection with their business; and


 


WHEREAS, the Company
desires to engage Consultant to perform certain advisory and consulting services for the Company and Consultant desires to perform the
services for the Company, 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
BY CONSULTANT. Company hereby engages Consultant and Consultant hereby agrees to hold himself available to render, and
to render at the reasonable request of the Company, independent advisory and consulting services for the Company to the best of his ability
(the “Services”), upon the terms and conditions hereinafter set forth.


 


A.           Duties.
Consultant shall perform those services as reasonably requested by the Company, including but not limited to the Services described herein.
Consultant shall devote Consultant's commercially reasonable efforts and attention to the performance of the Services for the Company
on a timely basis. Consultant shall also make himself available to answer questions, provide advice and Services to the Company upon reasonable
request and notice from the Company. It is mutually understood that the Consultant shall not be accountable for operational duties.


 


B.           Responsibilities.
Assist with the strategic analysis of the Company’s business objectives and specific advice on balancing these objectives with the
expectations of the US capital markets.


 


C.           Scope
of Work.


 


		1.	Capital Market Advisory – Provide an array of capital markets services, including but not
limited the following:






		i.	Assist the Company with a capital market road map including strategy, development and execution;



		ii.	Assist the Company with its filings with the Securities and Exchange Commission (“SEC”);



		iii.	Rendering advice on methods of structuring financing, assisting the Company
in identifying and working with selected investors, placement agents and/or underwriters;



		iv.	Assist the Company with market awareness, after market support, research & analyst coverage; and



		v.	Reviewing the Company’s financial position and projections relating to the Company’s ongoing
capital requirements, analyzing the pro forma effects of a financing on such projections;



 


		2.	Corporate Governance






		i.	Ongoing update of the Company's Corporate Governance Policy;



		ii.	Assist with ongoing compliance and management of boards along with best practices;



		iii.	Assist management of the Company in complying with all exchange regulations in regards to fulfilling governance
requirements; and



 




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		iv.	Assist with the preparation of materials to and presenting to the Board of Directors.



 


		3.	Financing Services






		i.	Using reasonable efforts to identify and introduce the Company to prospective financial investors, senior
lenders, strategic corporate investors, acquirers of assets, merger partners and/or other sources of capital (“Transaction”);



		ii.	Evaluating Transaction proposals on behalf of the Company and providing guidance with respect to the Transaction
structure and valuation;



		iii.	Assisting in any discussions or negotiations of any Transaction, as requested by the Company; and



		iv.	Working with the Company and its professionals in closing any Transaction as deemed appropriate and necessary.



 


		4.	Merger and Acquisition Services






		i.	Using reasonable efforts in identifying and introducing the Company to prospective acquisition candidates,
including target acquisitions, merger partners and strategic partners (collectively, “Targets”); and



		ii.	Providing advice and assistance in connection with structuring and negotiating of any merger or acquisition;



		iii.	Performing financial, strategic and valuation analyses of Targets of the Company*; and



		iv.	Working with the Company and its professionals in closing any Merger or Acquisition as deemed appropriate
and necessary. *



 


		*	It is mutually understood that additional compensation may be warranted based around the depth and
scope of our involvement.



 


		5.	Organizational Meetings






		i.	Weekly Organizational meetings with the “working” team to review developments, discuss any
potential challenges and establish action steps, results, timelines and responsibilities;



		ii.	Quarterly Strategic Planning Meetings to review a capital market road map that includes strategy, development
and execution; and



		iii.	Board Meetings as requested by the Chairman of the Board;



 


		6.	Marketing



 


		i.	Grounding meeting – the purpose is
                                            to get all decision makers aligned and to set a common understanding of the process, deliverables,
                                            nomenclature usage and next steps. High level agenda includes:






		I.	Review of current positioning, marketing, and nomenclature.



		II.	Review of company deliverables vs. differentiators



		III.	Q&A with the focus to define a common “Corporate Position” to move strategy forward



		IV.	Develop a Roadmap of key corporate milestones and press releases expected/projected for the next 12 months
that we will need to map the corporate/investor communication campaign(s).



 


		ii.	Delivery of first pass deliverables
                                            – Based on the work done in the Grounding Meeting above, the Advisor will create the
                                            following deliverable to be used as a foundation for the fine-tuning of the Corporate Communication
                                            and Awareness Strategy.






		I.	Simplified write-up of the corporate purpose and approach (Mission/Vision)



		II.	Draft of the key highlights and differentiators that will be used as a guide to all our near-term communications
and outreach programs. These will be what bridges our products and services to our corporate purpose and approach.



 




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		III.	Draft of proposed investor outreach program. Includes wholesale and retail investors and the channels
used to reach them. The outreach program will be mapped to the roadmap of key corporate milestones and press releases provided by the
Company.



 


		iii.	Deliverable of final marketing implementation strategy



 


		I.	Marketing Implementation strategy






		a.	Vendor choices & Contracts



		b.	Marketing Vendor Choices and contracts



		c.	Final budget



		d.	Use of funds breakdown by vendor



 


2.           TERM.
The term of this Agreement shall commence on the execution date and shall continue for a period of six (6) months or as otherwise extended
by both parties.


 


3.           COMPENSATION.
The Company agrees to compensate the Consultant in the following manner as consideration of the Services to be rendered hereunder:


 


		A.	$10,000 per month paid quarterly in advance commencing upon the Company listing on Nasdaq;



 


		B.	50,000 shares of the Company’s common stock to be issued upon execution of this Agreement; and



 


		C.	The Company shall promptly reimburse the Consultant for any pre-approved costs and expenses incurred by
the Consultant in connection with any Services specifically requested by Company and performed by the Consultant pursuant to the terms
of the Agreement.



 


4.           INDEPENDENT
CONTRACTOR.


 


It is expressly agreed that
the Consultant 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 Company
and the Consultant. The Consultant shall be responsible for all applicable federal, state and other taxes related to Consultant's compensation
hereunder and Company shall not withhold or pay any such taxes on behalf of the Consultant, including without limitation social security,
federal, state and other local income taxes. Since Consultant is acting solely as an independent contractor under this Agreement, the
Consultant shall not be entitled to insurance or other benefits normally provided by Company to its employees. While the foregoing Duties
and Responsibilities of the Consultant may in a technical legal sense cause Consultant to be deemed an agent of Company, Consultant shall
have no authority to, nor shall he in any way attempt to, bind the Company to any agreements nor be responsible for its operations.


 


5.           ASSIGNMENT.


 


This Agreement is being entered
into in reliance upon and in consideration of the singular skill and qualifications of the Consultant. Neither the Consultant nor the
Company shall voluntarily, or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to terms
of this Agreement without the prior written consent of the other party, except that Company may assign this Agreement to its parent or
any successor without the prior written consent of the Consultant which shall be considered given by the Consultant’s entry into
this Agreement. Except as aforesaid, any attempt at assignment or transfer by either party of its obligations hereunder, without such
consent, shall be null and void.


 


6.           PROPRIETARY
INFORMATION; WORK PRODUCT; NON-DISCLOSURE.


 


A.           Company
has conceived, developed and owns, and continues to conceive and develop, certain property rights and information, including but not limited
to its business plans and objectives, client and customer information, financial projections, marketing plans, marketing materials, logos,
and designs, and technical data, processes, know-how, formulae, databases, computer programs, and other trade secrets, intangible assets
and industrial or proprietary property rights which may or may not be related directly or indirectly to Company's business and all documentation,
media or other tangible embodiment of or relating to any of the foregoing and all proprietary rights therein of Company are hereinafter
referred to as “Proprietary Information”.


 




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B.           General
Restrictions on Use. Consultant agrees to hold all Proprietary Information in confidence and not to, directly or indirectly,
disclose, use, copy, publish, summarize, or remove from Company's premises and/or control any Proprietary Information (or remove from
the control of Company any other property of Company), except (i) during the consulting relationship to the extent authorized and necessary
to carry out the Consultant's responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as
specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which
the Consultant can show was rightfully in the Consultant's possession at the time of disclosure by Company; (y) information which the
Consultant can show was received from a third party who lawfully developed the information independently of Company or obtained such information
from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure,
is generally available to the public.


 


C.           Ownership
of Work Product. All Work Product as defined hereinafter shall be considered work(s) made by the Consultant for hire for Company
and shall belong exclusively to Company and its designees. If by operation of law, any of the Work Product, including all related intellectual
property rights, is not owned in its entirety by Company automatically upon creation thereof, then Consultant agrees to assign, and hereby
assigns, to Company and its designees the ownership of such Work Product, including all related intellectual property rights. "Work
Product" shall mean any writings (including excel, power point, emails, etc.), programming, documentation, data compilations, reports,
and any other materials, or other objects produced as a result of Consultant's work or delivered by the Consultant in the course of performing
that work.


 


7.           TERMINATION.
This Agreement may be terminated on the occurrence of any one of the following events:


 


A.           The
expiration of the Term hereof;


B.           A
material breach of this Agreement by the Consultant, which breach has not been cured within thirty (30) days after a written demand for
such performance is delivered to the Consultant by the Company that specifically identifies the manner in which the Company believes that
the Consultant has breached this Agreement;


C.           Any
material acts or events which inhibit the Consultant from fully performing its responsibilities to the Company in good faith, such as
(i) a felony criminal conviction; (ii) any other criminal conviction involving Consultant's lack of honesty or Consultant's moral turpitude;
(iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct.


 


8.           DISCLAIMER
OF RESPONSIBILITY FOR ACTS OF COMPANY.


 


The obligations of the Consultant
described in this Agreement consist solely of the furnishing of information and advice to the Company. All final decisions with respect
to acts of the Company or its affiliates, whether or not made pursuant to or in reliance on information or advice furnished by the Consultant
hereunder, shall be those of the Company or such affiliates and the Consultant shall under no circumstances be liable for any expenses
incurred or loss suffered by the Company as a consequence of such decisions.


 


9.           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.           Attorneys'
Fees. In the event a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled
to recover all expenses, including, without limitation, reasonable attorneys' fees and expenses incurred in ascertaining such party's
rights, in preparing to enforce or in enforcing such party's rights under this Agreement, whether or not it was necessary for such party
to institute suit.


 


C.           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.


 




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D.           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.


 


E.            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:


 


	Company:	LaRosa Holdings, Inc.
	 	1420 Celebration Boulevard 
	 	2nd Floor, Celebration, Florida 34747 
	 	Attn: Joseph LaRosa
	 	joe@larosarealtycorp.com
	 	 
	Advisor:	Exchange Listing, LLC
	 	515 E. Las Olas Blvd 
	 	Suite 120
	 	Fort Lauderdale, Florida 33301 
	 	Attn: Peter Goldstein
	 	peter@exchangelistingllc.com


 


All such notices and communications
shall be deemed to have been duly given: when delivered by hand, if personally delivered; five (5) business days after deposit in any
Post Office in the continental United States or Canada, postage prepaid, if mailed; when answered back, if telexed; and when receipt is
acknowledged or confirmed, if telefaxed. No notices may be sent via computer generated electronic mail (so-called “email”).


 


F.           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.


 


G.           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.


 


H.           Further
Assurance. From time to time each Party will execute and deliver such further instruments and will take such other action as
any other Party may reasonably request in order to discharge and perform their obligations and agreements hereunder and to give effect
to the intentions expressed in this Agreement.


 


I.            Miscellaneous
Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate articles
and paragraphs are for the purpose of convenience only and shall not be considered a party hereof. The language in all parts of this Agreement
shall in all cases be construed in accordance with its fair meaning as if prepared by all Parties to the Agreement and not strictly for
or against any of the Parties.


 


J.            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.


 




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K.           No
Oral Change; Waiver. This Agreement may only be changed, modified, or amended in writing by the mutual consent of the parties
hereto. The provisions of this Agreement may only be waived in or by a writing signed by the party against whom enforcement of any waiver
is sought.


 


L.            Non-Circumvent.
The Company hereby expressly covenants and agrees not to engage in any discussions or negotiations or to execute any agreement, understanding
or undertaking whatsoever with any person or entity that introduced by the Consultant, without the consent and approval of the Consultant
including third parties who may be interested in providing or receiving financing of any kind (a “Financing”) or in entering
into a transaction, including, without limitation, a merger, acquisition or sale of stock or assets (in which the Company may be the acquiring
or the acquired entity), joint venture, collaboration, strategic alliance or other similar transaction (any such transaction, a “Transaction”).


 


M.           Not
Acting as a Broker-Dealer/Legal. The Company hereby acknowledges that Consultant is not a licensed broker-dealer and is not
raising capital for the Company. The Company also acknowledges that the Consultant is not providing any legal services on behalf of the
Company.


 


10.         INDEMNIFICATION.


 


Consultant agrees to indemnify
and hold harmless the Company 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 Consultant or Consultant’s assistants, employees, contractors
or agents, (ii) a determination by a court or agency that the Consultant is not an independent contractor, (iii) any material breach by
the Consultant 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 Consultant 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 Company’s use of the Inventions or other deliverables of Consultant under this Agreement.


 


Company agrees to indemnify
and hold harmless the Consultant 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 Company or the Company’s officers, directors, employees, contractors
or agents.


 


11.         WARRANTIES
AND REPRESENTATIONS.


 


Consultant’s advisory
services are provided on a best-efforts basis and are based on his personal experience and expertise. There are no guarantees, warranties
or representations of any kind that Consultant's advice or services will produce any specific results for the benefit of the Company.
Actual results may substantially and materially differ from those suggested by Consultant. Consultant represents and warrants to Company
that (a) he is under no contractual restriction or other restrictions or obligations that are inconsistent with this Agreement, the performance
of his duties and the covenants hereunder, and (b) he is under no physical or mental disability that would interfere with his keeping
and performing all of the agreements, covenants and conditions to be kept or performed hereunder.


 


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


 


	“COMPANY”	 	“CONSULTANT”
	 	 	 	 	 
	LAROSA REALTY CORP	 	EXCHANGE LISTING, LLC
	 	 	 	 	 
	By:	/s/ Joseph LaRosa	 	By:	/s/ Peter Goldstein
	 	Joseph LaRosa, CEO	 	 	Peter Goldstein, CEO


 


	Date:	8/2/2022	 	Date:	8/3/2022	 


 




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