Exhibit 10.60


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the
“Agreement”) dated as of the 17th day of May, 2022 is between La Rosa Holdings Corp., a Nevada corporation
(the “Company”), and Josh Epstein, an individual residing at ________________________________________________________
(“Executive”). Each of the Company and Executive are a “party” to this Agreement, and together they
are the “parties” hereto.


 


WITNESSETH:


 


A.       The
Company desires to hire Executive as a Chief Strategy Officer of the Company, and Executive desires to accept such employment.


 


B.       The
Company and Executive desire to set forth in this Agreement the terms, conditions and obligations of the parties with respect to such
employment, and this Agreement is intended by the parties to supersede all previous understandings, whether written or oral, concerning
such employment.


 


NOW, THEREFORE, for and
in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:


 


1.        Employment.
As of June 1, 2022 (the “Effective Date”), the Company shall employ Executive as the Chief Strategy Officer of the
Company and Executive shall accept such employment and this Agreement shall become effective subject to the terms and conditions hereof.
During the Term (as defined below), the Executive shall be responsible for the performance of those duties consistent with the Executive’s
position as Chief Strategy Officer of the Company, including but not limited to, serving as a critical member of the executive management
team; collaborating with the Chief Executive Officer (“CEO”). Executive will: (i) articulate and implement a strategic
vision for the Company that focuses on effective long term and profitable growth; (ii) create a short term and long term strategic plan
for the Company; (iii) oversee implementation of the strategic plans in close coordination with the CEO, Chief Financial Officer and Chief
Operating Officer; (iv) build new partnerships to grow and sustain the organization; (v) manage special pilot projects given to Executive
by the CEO or the Board of Directors; (vi) participate in the budget development process and maintain a high level of fiscal responsibility;
(viii) lead the acquisition strategy of the Company; (ix) lead the financing strategy of the Company; (x) play an active role in strengthening
and maintaining the management and governance culture and practices that reflects the Company’s core values: family, passion and
growth; and (xi) serve in a high profile external role representing the Company’s CEO at key functions, to investors and the media.


 


Executive shall report directly
to the Company’s Chief Executive Officer, to the Board of Directors and its Committees (“Board”) and shall perform
and discharge faithfully, diligently, and to the best of Executive’s ability, Executive’s duties and responsibilities hereunder
and under the Bylaws of the Company in accordance with applicable law and regulation. Additionally, Executive shall perform services and
hold positions at other Affiliates (as defined in Section 5) as directed by the Company’s Chief Executive Officer. Without limiting
the generality of the foregoing, Executive shall not, without the written approval of the Company, render services of a business, financial
or commercial nature on his own behalf or on behalf of any person, firm, or corporation, for compensation or otherwise, during his employment
hereunder.


 




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2.           Location.
The Executive shall work out of his home office in San Diego, California, or other office location agreed by the Company from time to
time and shall visit and work at the Company’s principal executive offices in Celebration, Florida (or other principal executive
office as designated by the Company) once every 6-8 weeks per year.


 


3.           Term.
The term of this Agreement shall be three (3) years with automatic renewals for one-year periods thereafter unless (i) it is terminated
by either the Executive or the Company upon not less than sixty (60) days prior written notice to the non-terminating party, or (ii) the
Executive is terminated for Cause, in which case the termination date shall be the date set forth in the Company’s notice of termination
to the Executive (“Term”).


 


4.           Compensation;
Benefits.


 


(a)       Salary.
During the Term of this Agreement, the Company agrees to pay Executive an annual salary of $250,000.00 (the “Base Salary”).
On the second anniversary date of the Agreement and each anniversary date thereafter Base Salary shall be increased automatically to
the greater of: (i) the base salary being paid to the highest salaried “C” level executive officer of the Company other than
the Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, or (ii) the base salary approved by the Compensation
Committee of the Board of Directors (if the Compensation Committee has the authority to set salaries of executive officers without the
need for the approval of the Board of Directors) or the Board of Directors. The Salary shall be payable in accordance with the Company’s
regular payroll schedule and will be subject to payroll taxes and other customary payroll deductions.


 


(b)       Annual
Bonus. Following the end of each calendar year beginning with the 2022 calendar year, the Executive will be eligible to receive an
annual bonus (the “Annual Bonus”). The Annual Bonus shall be equal to 50% of the Base Salary of the Executive and based
upon i) periodic assessment of Executive’s annual performance, and ii) the achievement of 20% capture rate of all ancillary services
on specific targeted offices within the Company identified by the Company from time to time as well as the achievement of other specific
individual and corporate objectives determined by the Board or a committee thereof after consultation with Executive and provided to Executive
in writing no later than the end of the first calendar quarter of the applicable year. For the purposes of this section, x) the “ancillary
services” shall mean the services provided by a title insurance company, mortgage brokerage and/or insurance company that has been
acquired by the Company; y) the “capture rate” shall mean a certain percentage of buy side transaction closings by the specified
office within the Company.


 


(c)       Equity
Awards. Following the end of each calendar year, the Board or a committee thereof shall grant to the Executive a number of shares
of restricted common stock of the Company, at the closing price of the common stock as of the last day of trading on the Nasdaq Capital
Market of that calendar year, equal to the difference between (x) 3% of gross purchase price paid by the Company in any acquisition of
a business by the Company and (y) any commission paid to a Company employee or third party broker for such a transaction (the “Annual
Equity Awards”). In addition, upon the closing of the initial public offering of the Company, the Company shall issue to the
Executive 50,000 shares of restricted common stock of the Company based on an assumed sale of 1,500,000 units by the Company (or 3.333%
of the number of Units actually issued in such offering (collectively with Annual Equity Awards referred to as “Equity Awards”).
The Equity Awards shall be subject to a monthly vesting schedule and vest evenly over a 24 months period, commencing on the issuance date.
In the event of the Executive’s death, Disability (as defined herein) or Change of Control of the Company, then-outstanding and
unvested portion of Equity Awards described in clause (ii) of this Section 4(c), shall vest at the date of such event. “Change of
Control” means the change in effective control of the Company as set forth in Treasury Regulation Section 1.409A-3(i)(5)(i), (v),
(vi) or (vii) as determined by the Compensation Committee of the Board. The Equity Awards shall be issued at a per share price equal to
the fair market value on the date of issue.


 




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(d)       Except
as otherwise provided in Section 8, in order to be eligible to receive an Annual Bonus and Equity Awards, the Executive must: (i) be employed
by the Company on the date that Annual Bonus and Equity Awards are paid by the Company as determined by the Compensation Committee of
the Board; and (ii) must be an employee on December 31 of the applicable bonus year in order to be eligible for any Annual Bonus and Equity
Award for such year. No amount of such Annual Bonus and Equity Award is guaranteed. If granted, the Annual Bonus will be paid and the
Equity Award will be issued no later than March 15 of the calendar year following the calendar year to which the Annual Bonus and Equity
Award relates.


 


(e)       Lock-up
Period. The Executive hereby agrees that, without the prior written consent of the Company, he will not, during the period commencing
on the date hereof and ending one year after the Effective Date (the “Lock-Up Period”), (i) offer, pledge, sell, contract
to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Equity Awards or any securities convertible into
or exercisable or exchangeable for the Equity Awards; (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the Equity Awards, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of the Equity Awards, in cash or otherwise; (iii) make any demand for or exercise any right with
respect to the registration of any Equity Awards; or (iv) publicly disclose the intention to make any offer, sale, pledge or disposition,
or to enter into any transaction, swap, hedge or other arrangement relating to any Equity Awards. Notwithstanding the foregoing, and subject
to the conditions below, the Executive may transfer vested Equity Awards with 10 days prior written notice to, but without the prior written
consent of, the Company and only in compliance with the Company’s insider trading policy and subject to the rules and regulations
of the Securities and Exchange Commission, in connection with transfers of the Equity Awards: (a) as a bona fide gift, by will
or intestacy or to a family member or trust for the benefit of a family member (for purposes of this Agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); or (b) transfers of the Equity Awards to a
charity or educational institution; provided that in the case of any transfer pursuant to the foregoing clauses (a) or (b), it shall be
a condition to any such transfer that (x) the transferee/donee agrees to be bound by the terms of this lock-up agreement (including, without
limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (y)
each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements
of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) to make, and shall agree to not voluntarily
make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.


 




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(f)       Other
Benefits. During the Term of Executive’s employment, Executive shall be entitled to participate in the Company-funded healthcare
insurance plan and in all other benefits, perquisites, holidays, benefit plans or programs of the Company which are available generally
to employees of the Company in accordance with the terms of such plans, benefits or programs. During the Term, the Executive will be entitled
to three (3) weeks’ paid vacation time during each calendar year, the unused portion of which may be carried over to the next year.


 


(g)       Expenses.
Executive shall be reimbursed for Executive’s reasonable, documented and approved expenses related to and for promoting the business
of the Company, including expenses for travel and similar items that arise out of Executive’s performance of services under this
Agreement.


 


5.           Extent
of Service. The Executive agrees to devote his business time, loyalty, attention, skill and efforts to the faithful performance and
discharge of his duties and responsibilities as Chief Strategy Officer of the Company in conformity with professional standards and in
a manner consistent with the obligations imposed under applicable law. Executive shall promote the interests of the Company and each other
company or other organization which is controlled directly or indirectly by the Company (each an “Affiliate” and collectively
the “Affiliates”) in carrying out Executive’s duties and responsibilities


 


6.           Covenants
Regarding Confidential Information and Other Matters. All payments and benefits to Executive under the Agreement shall be subject
to Executive’s compliance with the provisions of this Section 6. For purposes of this Section 6, the term “Company”
shall mean, La Rosa Holdings Corp. and any direct or indirect wholly or majority owned subsidiary of the Company.


 


(a)       Confidential
Information; Inventions. (i) Executive shall not disclose or use at any time, either during the Term of this Agreement or thereafter,
any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed
by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good
faith of duties for the Company. Executive will take all appropriate steps to safeguard Confidential Information in his possession and
to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the end of the Term, or
at any time the Company may request, all memoranda, notes, plans, records, reports, computer memory devices and software and other documents
and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of
the Company which Executive may then possess or have under his control. Notwithstanding the foregoing, Executive may truthfully respond
to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much
in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and
shall assist the Company and such counsel in resisting or otherwise responding to such process.


 




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(ii)       As
used in this Agreement, the term “Confidential Information” means information that is not generally known to the public
and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations
and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective
Date) concerning: (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees,
costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software,
including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases,
(x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or
unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other
copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related
information in whatever form. Confidential Information will not include any information that has been published (other than through a
disclosure by Executive in breach of this Agreement) in a form generally available to the public prior to the date Executive proposes
to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions
of the information have been separately published, but only if all material features comprising such information have been published in
combination.


 


(iii)       As
used in this Agreement, the term “Work Product” means all inventions, innovations, improvements, technical information,
systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar
or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise)
which relates to the Company’s actual or anticipated business, research and development or existing or future products or services
and which are conceived, developed or made by Executive (whether or not during usual business hours, whether or not by the use of the
facilities of the Company, and whether or not alone or in conjunction with any other person) while employed by the Company (including
those conceived, developed or made prior to the Effective Date) together with all patent applications, letters patent, trademark, trade
name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.
All Work Product that Executive may have discovered, invented or originated during his employment by the Company prior to the Effective
Date, or that he may discover, invent or originate during the Term, shall be the exclusive property of the Company, as applicable, and
Executive hereby assigns all of Executive’s right, title and interest in and to such Work Product to the Company, including all
intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company, shall execute at the request
of the Company any assignments or other documents the Company may deem necessary to protect or perfect its rights therein, and shall assist
the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. Executive hereby
appoints the Company’ Chief Executive Officer as his attorney-in-fact to execute on his behalf any assignments or other documents
deemed necessary by the Company to protect or perfect the Company’s rights to any Work Product.


 




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(b)       Restriction
on Competition. Executive agrees that if Executive were to become employed by, or substantially involved in, the business of a competitor
of the Company during the Restricted Period (defined below), it would be very difficult for the Executive not to rely on or use the Company’s
trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential
information, and to protect such trade secrets and confidential information and the Company’s relationships and goodwill with customers,
during the Restricted Period (defined below), the Executive will not directly or indirectly through any other person or entity engage
in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management
or control of, any competitor of the Company in the counties of the States of the United States where the Company has a corporate-owned
or franchised office.


 


(c)       Non-Solicitation
of Clients by Executive. Executive agrees that for so long as Executive is employed by the Company and continuing for three (3) years
thereafter (such period is referred to as the “Restricted Period”) Executive shall not solicit or attempt to solicit
the business of any customers or clients of the Company with respect to services that the Company performs for such customers or clients
regardless of how or when the Executive first obtained business from or provided services to such customers or clients.


 


(d)       Non-Solicitation
of Employees. Executive agrees that during the Restricted Period not to directly or indirectly, by sole action or in concert with
others, induce or influence, or seek to induce or influence any person who is currently engaged by the Company at the time of the termination
of Executive’s employment as an employee, agent, independent contractor, or otherwise to leave the employ of the Company or any
successor or assign, or to hire any such person.


 


(e)       Non-Disparagement.
During Executive’s employment with the Company and at any time thereafter, Executive shall not, directly or indirectly, engage in
any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the Company, or
any of their respective officers, directors, employees, customers or agents or any products or services offered by any of them, nor shall
Executive engage in any other conduct or make any other statement that could be reasonably expected to impair the goodwill of any of them.


 




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(f)       Understanding
of Covenants. (i) Executive acknowledges that, in the course of his employment with the Company, he has become familiar, or will become
familiar, with the Company’s trade secrets and with other confidential and proprietary information concerning the Company and that
his services have been and will be of special, unique and extraordinary value to the Company. The Executive agrees that the foregoing
covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to
protect the Company’s trade secrets and other confidential and proprietary information, good will, stable workforce, and customer
relations.


 


(ii) Without limiting
the generality of Executive’s agreement in the preceding paragraph, the Executive (A) represents that he is familiar with and
has carefully considered the Restrictive Covenants, (B) represents that he is fully aware of his obligations hereunder, (C) agrees
to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (D) agrees
that the Company currently conducts business throughout the United States and in certain foreign countries, and (E) agrees that the
Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether
Executive is then entitled to receive severance pay or benefits from the Company. Executive understands that the Restrictive Covenants
may limit his ability to earn a livelihood in a business similar to the business of the Company, but he nevertheless believes that he
has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder
or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability),
Executive does not believe would prevent him from otherwise earning a living. Executive agrees that the Restrictive Covenants do not confer
a benefit upon the Company disproportionate to the detriment of the Executive.


 


(g)       Remedies
for Breach of Covenants. (i) In the event that a Restrictive Covenant shall be deemed by any court to be unreasonably broad in any
respect, it shall be modified in order to make it reasonable and shall be enforced accordingly; provided, however, that in the event that
any court shall refuse to enforce any of the Restrictive Covenants, then the unenforceable covenant shall be deemed eliminated from the
provisions of this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining covenants to be enforced
so that the validity, legality or enforceability of the remaining provisions of this Section 6 shall not be affected thereby.


 


(ii) Executive acknowledges that
any breach of the Restrictive Covenants may cause irreparable harm to the Company which will be difficult if not impossible to ascertain,
and the Company shall be entitled to seek equitable relief, including injunctive relief, against any actual or threatened breach hereof,
without bond and without liability should such relief be denied, modified or vacated. Neither the right to obtain such relief nor the
obtaining of such relief shall be exclusive of or preclude the Company from any other remedy the Company or may have hereunder or at law
or equity.


 




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7.           Termination.
This Agreement and the employment of Executive shall terminate upon the occurrence of the following events.


 


(a)       Death
or Disability. This Agreement and the employment of Executive shall terminate upon the death of Executive or the finding by the Company’s
Board that the Executive has a Disability. “Disability” means a physical or mental impairment), which as reasonably
determined by the Compensation Committee of the Board, prevents Executive from performing the essential functions of Executive’s
position for a period of either (x) ninety one (91) days or more in any one hundred twenty (120) consecutive day period or (y) one hundred
eighty (180) days or more in any twelve (12) month period.


 


(b)       Termination
by the Company. This Agreement and the employment of Executive shall terminate at the election of the Company, with or without Cause
(as defined below), immediately upon written notice by the Company to Executive. “Cause” means for purposes of this
Section 7 any of the following acts that are committed by the Executive: (i) continued willful failure, as determined in the reasonable
good faith discretion of the Board, to perform Executive’s assigned duties or responsibilities as directed or assigned by the Board
(other than due to death or Disability) after written notice thereof from the Board describing in reasonable detail the failure to perform
and providing to Executive ten (10) business days to address such alleged failure; (ii) being convicted of, or entering a plea of nolo
contendere to a felony or committing any act of moral turpitude, dishonesty or fraud against the Company or its Affiliates; (iii)
intentional damage to the Company’s assets or reputation caused by the Executive; (iv) breach by Executive of Sections 6 or 10(a)(iv)
of this Agreement; (v) intentional engagement by the Executive in any competitive activity which would constitute a breach of the Executive’s
duty of loyalty to the Company; or (vi) willful conduct by the Executive that is demonstrably and materially injurious to the Company,
monetarily or otherwise. No finding of Cause shall be effective unless and until the Board votes to terminate Executive’s employment
for Cause at a Board meeting or by unanimous written consent.


 


8.           Effect
of Termination.


 


(a)       All
Terminations Other Than by the Company Without Cause. If Executive’s employment is terminated under any circumstances other
than a termination by the Company without Cause (including a voluntary termination by Executive or a termination by the Company for Cause
or due to Executive’s death or Disability) or by the Executive without Good Reason (as defined below), the Company’s obligations
under this Agreement shall immediately cease and Executive shall only be entitled to receive: (i) the Salary that has accrued and is unpaid
and to which Executive is entitled as of the effective date of such termination and to the extent consistent with general Company policy,
to be paid in accordance with the Company’s established payroll procedure and applicable law but no later than the next regularly
scheduled pay period; (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation;
(iii) any bonus earned and approved by the Board but not yet paid; (iv) any amounts or benefits to which Executive is then entitled under
the terms of the benefit plans then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration
does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”)) (the payments described
in this sentence, the “Accrued Obligations”). For purposes of this Agreement, the term “Good Reason”
shall mean either: (i) the decrease in the Executive’s then current Base Salary; (ii) the demotion of the Executive to an office
that is not a direct report to the Chief Executive Officer or the Board; or (iii) the requirement that the Executive work from a location
that is more than thirty five (35) miles from his place of residence or that is not the Company’s corporate headquarters.


 




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(b)     Termination by
the Company Without Cause. If Executive’s employment is terminated by the Company without Cause or by the Executive for Good
Reason or in the event of a Change in Control of the Company (whether or not the Executive is retained by a successor entity), the Company
shall: (i) provide Executive with compensations described above as Accrued Obligations, (ii) continue to pay Executive his Base Salary
for a period of twelve (12) months following the effective date of his termination of employment, and (ii) pay to Executive, in a single
lump sum on the Payment Date (as defined below) an amount in cash equal to the pro-rated amount of any Annual Bonus for the
number of days from the last anniversary date of the Agreement to the date of termination (the “Severance Benefits”).


 


(c)     Release. As
a condition of Executive’s receipt of the Severance Benefits, Executive must execute and deliver to the Company a severance and
release of claims agreement in a customary form to be provided by the Company (which shall include a release of all releasable claims,
reaffirmation of continuing obligations, and confidentiality and reasonable cooperation obligations, but shall not expand Executive’s
then-existing restrictive covenants or impose restrictive covenant obligations on the Executive that do not then exist) (the “Severance
Agreement”), which Severance Agreement must become irrevocable within ten (10) days following the date of Executive’s
termination of employment (or such shorter period as may be directed by the Company). The Severance Benefits will be paid or commence
to be paid in the first regular payroll beginning after the Severance Agreement becomes effective, provided that if the foregoing ten
(10) day period would end in a calendar year subsequent to the year in which the Executive’s employment ends, the Severance Benefits
will not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits commence
pursuant to this sentence, the “Payment Date”). Executive must not materially breach the Confidentiality Agreement
or the Severance Agreement in order to be eligible to receive or continue receiving the Severance Benefits and any post severance breach
will subject the Executive to a claw back of such Severance Benefits.


 


9.           Withholding
of Taxes. The Company may withhold from any benefits payable under the Agreement all federal, state, city or other taxes as shall
be required pursuant to any law or governmental regulation or ruling.


 


10.         Executive’s
Representations and Understandings.


 


(a)       Executive
represents and warrants to the Company that: (i) Executive is free to enter into this Agreement; (ii) this Agreement and Executive’s
obligations hereunder do not violate the terms of any other agreement to which Executive is a party or by which Executive is bound; (iii)
Executive is not subject to any confidentiality agreement, non-competition agreement, non-solicitation agreement or any other similar
agreement that restricts Executive’s ability to perform the services for the Company for which Executive was hired; and (iv) other
than as has been expressly disclosed to the Company by Executive, Executive has not been: (1) arrested or indicted for a felony crime,
a misdemeanor crime involving fraud, dishonesty or illegal drug possession; (2) the subject of a formal complaint filed by a co-worker
with a former employer involving sexual harassment or other abusive behavior; or (3) during the last ten (10) years been involved as the
subject of any of the events described in Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended. Executive understands
and acknowledges that the Company is or plans to become a publicly traded company subject to the rules and regulations of the Securities
and Exchange Commission and The NASDAQ Stock Market LLC and as such its Chief Strategy Officer’s background is important to the
Company’s continued good standing with these regulators, the representations contained in clause (iv) of this Section 10(a) are
consistent with the Company’s efforts to maintain such good standing and any breach of clause (iv) would cause the Company material
harm.


 




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(b)       Executive
understands and agrees to comply with all of the written rules and procedures governing employment with the Company, and any direct or
indirect wholly or majority owned subsidiary of the Company, including but not limited to the Company’s Handbook, insider trading
policy, written supervisory procedures, and any other employment, compliance, and/or supervisory documents the Company issues from time
to time.


 


11.         Severability.
If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court to be void, invalid or unenforceable,
the same shall in no way affect any other provision of this Agreement or the application of any such provision in any other circumstance,
or the validity or enforceability of this Agreement.


 


12.         Entire
Understanding. This Agreement contains the entire understanding of the parties hereto relating to the subject matter contained herein
and supersedes all prior and collateral agreements, understandings, statements and negotiations of the parties. Each party acknowledges
that no representations, inducements, promises or agreements, oral or written, with reference to the subject matter hereof have been made
other than as expressly set forth herein. This Agreement may not be modified or rescinded except by a written agreement signed by both
parties.


 


13.         Notices.
All notices under this Agreement shall be in writing and shall be: (a) delivered in person, (b) sent by e-mail, or (c) mailed, postage
prepaid, either by registered or certified mail, return receipt requested, or overnight express carrier, addressed in each case as set
forth on the signature page hereto (or such other address as may be designated by the party by giving notice in accordance with this Section).
All notices sent pursuant to the terms of this Section shall be deemed received: (i) if personally delivered, then on the date of delivery;
(ii) if sent by e-mail before 2:00 p.m. local time of the recipient, on the day sent if a business day or if such day is not a business
day or if sent after 2:00 p.m. local time of the recipient, then on the next business day; (iii) if sent by prepaid overnight, express
carrier, on the next business day immediately following the day sent; or (iv) if sent by registered or certified mail, on the earlier
of the fourth business day following the day sent or when actually received.


 




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14.        Consideration.
Executive acknowledges that Executive’s continued employment during the term of this Agreement and the other compensation and benefits
provided in this Agreement are sufficient compensation and consideration for purposes of entering into the restrictions and limitations
provided herein, including, but not limited to, the restrictions and limitations set forth in Section 6.


 


15.        Waiver.
Failure by either party to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver
of such term, covenant or condition, nor shall any waiver or relinquishment of any right or remedy hereunder at any time be deemed a waiver
or relinquishment of such right or remedy.


 


16.        Governing
Law, Jurisdiction and Venue. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed
in accordance with the laws of the State of Florida applicable to contracts made and to be performed therein, without regard to conflicts
of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal
court located in the State of Florida, County of Osceola. The parties hereby irrevocably submit to the exclusive jurisdiction of such
courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.


 


17.        No
Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting or causing any instrument to be drafted.


 


18.        Counterparts.
This Agreement may be executed in multiple counterparts, all of which together shall constitute one and the same instrument.


 


[Signature Page Follows]


 




    	 	11	 



     


    

 


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


 


	 	EXECUTIVE
	 	 
	 	
    By: /s/ Josh Epstein

    Name: Josh Epstein

    Address: 401 S. Sierra #188 Solana Beach, CA 92075

    Telephone: 760.815.3962

    Email: joshvendors@gmail.com

	 	 
	
    LA ROSA HOLDINGS CORP.

     

    By:/s/ Joseph La Rosa

    Name:Joseph La Rosa

    Title: Chief Executive Officer