Exhibit 10.67


 


LA ROSA HOLDINGS CORP. 


 


2022 EQUITY INCENTIVE PLAN 


 


RESTRICTED STOCK UNIT AGREEMENT 


 


NOTICE OF RESTRICTED STOCK UNIT GRANT 


 


Unless otherwise defined
herein, the terms defined in the La Rosa Holdings Corp. 2022 Equity Incentive Plan (the “Plan”) will have the
same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice
of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits,
appendices, and addenda attached hereto (the “Award Agreement”).


 


	
    Participant Name: ___________________________________________________________________________________________________

     

	
    Address: __________________________________________________________________________________________________________

     

	
    Telephone: (Mobile): ____________________________________________
    (Other): ___________________________________________

     

	
    E-Mail: ___________________________________________________________________________________________________________

     

	Tax ID No. ________________________________________________________________________________________________________


 


The undersigned Participant
has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:


 


	Grant Number or Dollar Value:	 	 
	 	 	 
	Grant Number Determined:	 	Upon the date of the Company’s initial public offering. The number of Shares granted shall equal the Dollar Value divided the the initial public offering price of one Share.
	 	 
	Date of Grant:	 	 
	 	 
	Vesting Commencement Date:	 	 



  


Vesting Schedule:


 


Please check the appropriate
box:


 


	
     ̈   No
    vesting schedule. Restricted Stock Unit vests on the Date of Grant.

     

	
     ̈   Vesting
    schedule (as set forth below): 

     

    ___________________________________________________________________

     

    ___________________________________________________________________

     

	
     ̈   Standard
    Vesting: One-fourth (1/4th) of the Total Number or Dollar Value of the Restricted Stock Units (as set forth above) subject to this
    Award Agreement will be scheduled to vest on the first Quarterly Vesting Date on or immediately following the one (1) year anniversary
    of the Vesting Commencement Date (such first vesting date, the “First Vesting Date”), and thereafter, one-sixteenth (1/16th)
    of the Total Number or Dollar Value of Restricted Stock Units subject to this Award Agreement will be scheduled to vest on each of the
    next twelve (12) Quarterly Vesting Dates that occur after the First Vesting Date, in each case subject to Participant continuing to be
    a Service Provider through the applicable vesting date], in each case subject to Participant continuing to be a Service Provider through
    the applicable vesting date.. For purposes of this Agreement, “Quarterly Vesting Dates” with respect to any calendar
    year means March 31, June 30, September 30, and December 31.

     







 




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Pay Out of Restricted Stock Unit: 


 


Pursuant to Section 9(d) of
the Plan, the Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof.
Shares represented by Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan.


 


Automatic Sell-to-Cover: 


 


Unless determined otherwise
by the Administrator, in its sole discretion, any Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock
Unit Grant attached hereto as Exhibit A) with respect to this Award will be satisfied by a Sell to Cover (as defined in the Terms
and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A), which Withholding Obligations may arise upon vesting,
settlement, or otherwise, and which will be automatic, and therefore nondiscretionary, on the part of Participant.


 


By Participant’s signature
and the signature of the representative of the Company below, Participant and the Company agree that this Award of Restricted Stock Units
is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of
Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all
of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and
this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement
and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Award Agreement. Participant
further agrees to notify the Company upon any change in Participant’s residence address indicated below.





	 	 	 	 	 
	PARTICIPANT	 	 	 	LA ROSA HOLDINGS CORP.
	 	 	 	 	 
	 	 	 	 	 
	
    

    Signature
	 	 	 	
    

    Signature

	 	 	 	 	 
	 	 	 	 	 
	
    Print Name
	 	 	 	
    Print Name

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	
    Title







 




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EXHIBIT A


 


LA ROSA HOLDINGS CORP.


 


2022 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


 


TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT
GRANT


 


1. Grant of Restricted
Stock Units. The Company hereby grants to the individual (“Participant”) named in the Notice of Restricted Stock
Unit Grant of this Award Agreement (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, and subject
to the terms and conditions of this Award Agreement and the Plan, which is incorporated herein by reference. In the event of a conflict
between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.


 


2. Company’s Obligation
to Pay. Each Restricted Stock Unit represents the right to receive a Share or the dollar value of the Restricted Stock Unit in cash
on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3 or 4, Participant
will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted
Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.


 


3. Vesting Schedule.
Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest
in accordance with the vesting provisions set forth in the Notice of Grant. Unless specifically provided otherwise in this Award Agreement
or other written agreement authorized by the Administrator between Participant and the Company or any Parent or Subsidiary of the Company,
as applicable, governing the terms of this Award, Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of
a certain condition will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been
continuously a Service Provider from the Date of Grant until the date such vesting occurs.


 


4. Payment after Vesting.


 


(a) General Rule.
Subject to Section 7, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death,
to his or her properly designated beneficiary or estate) in whole Shares or in cash as determined by the Administrator. Subject to the
provisions of Section 4(c), such vested Restricted Stock Units shall be paid in whole Shares or cash as soon as practicable after
vesting, but in each such case within sixty (60) days following the vesting date. In no event will Participant be permitted, directly
or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.


 


(b) Discretionary Acceleration.
The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested
Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered
as having vested as of the date specified by the Administrator.


 


(c) Section 409A.


 


(i) If Participant is a
U.S. taxpayer, the payment of Shares vesting pursuant to this Award Agreement (including any discretionary acceleration under Section 4(b))
shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be
superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence.


 


(ii) Notwithstanding anything
in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant), if the vesting
of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the termination
of Participant’s status as a Service Provider (provided that such termination is a “separation from service” within
the meaning of Section 409A, as determined by the Administrator), other than due to Participant’s death, and if (x) Participant
is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such termination as a
Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under
Section 409A if paid to Participant on or within the six (6) month period following the cessation of Participant’s status
as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months
and one (1) day following the date of cessation of Participant’s status as a Service Provider, unless Participant dies following
his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s
estate as soon as practicable following his or her death.


 




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(iii) It is the intent of
this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements
of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will
be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to
be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of
Treasury Regulations Section 1.409A-2(b)(2). To the extent necessary to comply with Section 409A, references to termination
of Participant’s status as a Service Provider, termination of employment, or similar phrases will be references to Participant’s
“separation from service” within the meaning of Section 409A. In no event will the Company or any Parent or Subsidiary
of the Company have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless Participant (or any other person)
for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.


 


5. Forfeiture Upon Termination
as a Service Provider. Unless specifically provided otherwise in this Award Agreement or other written agreement authorized by the
Administrator between Participant and the Company or any of its Subsidiaries or Parents, as applicable, governing the terms of this Award,
if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement
will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.


 


6. Death of Participant.
Any distribution or delivery to be made to Participant under this Award Agreement, if Participant is then deceased, will be made to Participant’s
designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such
transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory
to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.


 


7. Tax Obligations


 


(a) Responsibility for
Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer
or any Parent or Subsidiary of the Company to which Participant is providing services (together, the “Service Recipients”),
the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock
Units, including, without limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions
Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s
participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service
Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the
Restricted Stock Units or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has,
or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares or payment of cash thereunder)
(collectively, the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount
actually withheld by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any
representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units,
including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired
pursuant to such settlement and the receipt of any dividends or other distributions, and (B) makes any commitment to and is under
any obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s
liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than
one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges
that the applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Withholding Obligations
(as defined below) in more than one jurisdiction.








 




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(b) Tax Withholding.
Pursuant to such procedures as the Administrator may specify from time to time, the applicable Service Recipient(s) will withhold the
amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator,
in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding
Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars,
(ii) withholding cash from the payment of the Restricted Stock Unit payable in cash; (iii) having the Company withhold otherwise
deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such
Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would
not result in adverse financial accounting consequences) (“Net Share Withholding”), (iv) withholding the amount of
such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s),
(v) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding
Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result
in adverse financial accounting consequences), (vi) selling a sufficient number of such Shares otherwise deliverable to Participant,
through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount
that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect
if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell
to Cover”), or (vii) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied
by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested
Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations.
To the extent determined appropriate by the Administrator in its discretion, the Administrator will have the right (but not the obligation)
to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations
are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless
the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess
of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that
as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be
sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding
Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify
from time to time.


 


(c) Tax Consequences.
Participant has reviewed with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences of this investment
and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisers and
not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant
(and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or
the transactions contemplated by this Award Agreement.


 


(d) Company’s Obligation
to Deliver Shares. For clarification purposes, in no event will the Company issue Participant any Shares unless and until arrangements
satisfactory to the Administrator have been made for the payment of Participant’s Withholding Obligations. If Participant fails
to make satisfactory arrangements for the payment of such Withholding Obligations hereunder at the time any applicable Restricted Stock
Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Participant’s Withholding Obligations otherwise become due,
Participant permanently will forfeit such Restricted Stock Units to which Participant’s Withholding Obligation relates and any right
to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges
and agrees that the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not delivered at
the time they are due.


 


8. Rights as Stockholder.
Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of
the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book
entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant
(including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Participant will have all
the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.


 




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9. No Guarantee of Continued
Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER THROUGH THE APPLICABLE VESTING DATE(S), WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE
LAWS IS AT THE WILL OF THE APPLICABLE SERVICE RECIPIENT AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT
AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT
OF ANY SERVICE RECIPIENT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION,
UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR WITHOUT CAUSE.


 


10. Grant is Not Transferable.
Except to the limited extent provided in Section 6, this Award and the rights and privileges conferred hereby will not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right
or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Award and the rights
and privileges conferred hereby immediately will become null and void.


 


11. Nature of Grant.
In accepting this Award of Restricted Stock Units, Participant acknowledges, understands and agrees that:


 


(a) the grant of the Restricted
Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock
Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;


 


(b) all decisions with respect
to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Administrator;


 


(c) Participant is voluntarily
participating in the Plan;


 


(d) the Restricted Stock
Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;


 


(e) the Restricted Stock
Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation
for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service
awards, pension or retirement or welfare benefits or similar payments;


 


(f) the future value of the
Shares underlying the Restricted Stock Units is unknown, indeterminable, and cannot be predicted with certainty;


 


(g) for purposes of the Restricted
Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively
providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later
found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s
employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the
Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted
Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s
period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service
agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive
discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units
(including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local
law). Further, for the avoidance of doubt, Participant shall not be entitled to any pro rata vesting of any Restricted Stock Units
should Participant’s status as a Service Provider cease before the Restricted Stock Units have fully vested (e.g., if Participant’s
status as a Service Provider ceases on March 1 before all of the Restricted Stock Units have vested, Participant shall not be entitled
to any vesting of the Restricted Stock Units that were scheduled to vest on the immediately following vesting date of March 10);


 




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(h) unless otherwise provided
in the Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do
not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor
be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and


 


(i) the following provisions
apply only if Participant is providing services outside the United States:


 


(i) the Restricted Stock
Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose;


 


(ii) Participant acknowledges
and agrees that no Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant’s local currency
and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to
the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and


 


(iii) no claim or entitlement
to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s
status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the
jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and
in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably
agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases
each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction,
then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute
any and all documents necessary to request dismissal or withdrawal of such claim.


 


12. No Advice Regarding
Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s
participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the Restricted Stock Units. Participant
is hereby advised to consult with his or her own personal tax, legal and financial advisers regarding his or her participation in the
Plan before taking any action related to the Plan.


 


13. Data Privacy. Participant
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s
personal data as described in this Award Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the
Service Recipients for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.


 


Participant understands that
the Company and the Service Recipient may hold certain personal information about Participant, including, but not limited to, Participant’s
name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job
title, any Shares or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to Shares awarded,
canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose
of implementing, administering and managing the Plan.


 


Participant understands that
Data may be transferred to a stock plan service provider, as may be selected by the Company in the future, assisting the Company with
the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located
in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data
privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United States,
he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human
resources representative. Participant authorizes the Company, any stock plan service provider selected by the Company and any other possible
recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing
his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer
and manage Participant’s participation in the Plan. Participant understands if he or she resides outside the United States, he or
she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments
to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources
representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant
does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a Service Provider and career with
the Service Recipient will not be adversely affected. The only adverse consequence of refusing or withdrawing Participant’s consent
is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain such
awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate
in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant
understands that he or she may contact his or her local human resources representative.


 




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14. Address for Notices.
Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at LA ROSA HOLDINGS CORP.,
1420 Celebration Blvd, Suite 200 Celebration, Florida 34747, or at such other address as the Company may hereafter designate in writing.


 


15. Successors and Assigns.
The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure
to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award Agreement
shall be binding upon Participant and Participant’s heirs, executors, administrators, successors and assigns. The rights and obligations
of Participant under this Award Agreement may be assigned only with the prior written consent of the Company.


 


16. Additional Conditions
to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification
or rule compliance of the Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code and related regulations
or under the rulings or regulations of the U.S. Securities and Exchange Commission or any other governmental regulatory body or the clearance,
consent or approval of the U.S. Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until
such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained
free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement and the Plan, the Company will not be
required to issue any certificate or certificates for (or make any entry on the books of the Company or of a duly authorized transfer
agent of the Company of) the Shares hereunder prior to the lapse of such reasonable period of time following the date of vesting of the
Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative convenience.


 


17. Restricted Stock.
The Participant understands that the Shares that may be issued to him or her under the Restricted Stock Unit will be considered to be
“restricted” stock unless such shares have been registered by the Company with the United States Securities and Exchange Commission,
and therefore, such Shares cannot be resold unless registered or are sold subject to an exemption from registration or in compliance with
Rule 144 under the Securities Act of 1933, as amended.


 


18. Language. If Participant
has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning
of the translated version is different than the English version, the English version will control.


 


19. Interpretation.
The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Restricted Stock Units have vested and whether the Restricted Stock Unit will be paid in Shares or
cash). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding
upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator
will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


20. Electronic Delivery
and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded
under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or require Participant to participate
in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 




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21. Captions. Captions
provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.


 


22. Amendment, Suspension
or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted
Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the Administrator at any time.


 


23. Country Addendum.
Notwithstanding any provisions in this Award Agreement, the Restricted Stock Unit grant shall be subject to any special terms and conditions
set forth in an appendix (if any) to this Award Agreement for any country whose laws are applicable to Participant and this Award of Restricted
Stock Units (as determined by the Administrator in its sole discretion) (the “Country Addendum”). Moreover, if Participant
relocates to one of the countries included in the Country Addendum (if any), the special terms and conditions for such country will apply
to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal
or administrative reasons. The Country Addendum (if any) constitutes a part of this Award Agreement.


 


24. Modifications to the
Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly
warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than
those contained herein. Modifications to this Award Agreement can be made only in an express written contract executed by a duly authorized
officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to
revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply
with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection
with this Award of Restricted Stock Units.


 


25. No Waiver. Either
party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement.
The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other
legal remedies available to it under the circumstances.


 


26. Governing Law; Severability.
This Award Agreement and the Restricted Stock Units are governed by the internal substantive laws, but not the choice of law rules, of
the State of Nevada. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Award Agreement shall continue in full force and effect.


 


27. Entire Agreement.
The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits, appendices, and addenda attached
to the Notice of Grant) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be
modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant.


 


*            *           
 *


 




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APPENDIX A


 


LA ROSA HOLDINGS CORP.


 


2022 EQUITY INCENTIVE PLAN


 


COUNTRY ADDENDUM TO RESTRICTED STOCK UNIT AGREEMENT


 


Unless otherwise defined
herein, capitalized terms used in this Country Addendum to Restricted Stock Unit Agreement (the “Country Addendum”)
will be ascribed the same defined meanings as set forth in the Restricted Stock Unit Agreement of which this Country Addendum forms a
part (or the Plan or other written agreement as specified in the Restricted Stock Unit Agreement).


 


Terms and Conditions 


 


This Country Addendum includes
additional terms and conditions that govern the Award of Restricted Stock Units granted to Participant under the Plan to the extent Participant
resides and/or works in one of the countries listed below. If Participant is a citizen or resident (or is considered as such for local
law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant relocates
to another country after the Award of Restricted Stock Units is granted, the Company, in its discretion, will determine to what extent
the terms and conditions contained herein will apply to Participant.


 


Notifications 


 


This Country Addendum also
may include information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s
participation in the Plan. The information is based on the securities, exchange control and other Applicable Laws in effect in the respective
countries as of [______], 2022. Such Applicable Laws often are complex and change frequently. As a result, the Company strongly recommends
that Participant not rely on the information in this Country Addendum as the only source of information relating to the consequences of
Participant’s participation in the Plan because the information may be out of date at the time Participant vests in or receives
or sells the Shares covered by the Restricted Stock Units.


 


In addition, the information
contained in this Country Addendum is general in nature and may not apply to Participant’s particular situation, and the Company
is not in a position to assure Participant of any particular result. Participant should seek appropriate professional advice as to how
the Applicable Laws in Participant’s country may apply to his or her situation.


 


Finally, if Participant is
a citizen or resident of a country other than the one in which Participant currently is residing and/or working, transfers residence and/or
employment to another country after the grant of the Restricted Stock Units, or is considered a resident of another country for local
law purposes, the information in this Country Addendum may not apply to Participant in the same manner.


 




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