Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-104651

Filed: 2026-09-29

Period: 2026-09-24

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0306918-8k_larosa.htm (Primary)

EX-10.1 — BOARD OF DIRECTORS AGREEMENT WITH MARC URBACH, DATED SEPTEMBER 24, 2026 (ea030691801ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0306918-8k_larosa.htm · Sequence: 1

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0001879403

2026-09-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

September 24, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (321) 250-1799

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

LRHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

Resignation

of Director; Appointment of Director

September 24, 2026, Jaime Cosculluela resigned as a member of the Board of Directors of La Rosa Holdings Corp., a Nevada corporation

(the “Company”), effective September 24, 2026. Mr. Cosculluela’s resignation was for personal reasons and was not a

result of any disagreement between Mr. Cosculluela and the Company, its management, the Board of Directors of the Company (the “Board”)

or any committee of the Board.

September 24, 2026, upon recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed

Marc Urbach, as a member of the Board, effective as of September 24, 2026.

The Board has determined

that Mr. Urbach qualifies as an “independent director” as defined under Nasdaq Rule 5605(a)(2) and satisfies the independent

requirements of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Mr. Urbach will serve as a director until the Company’s

next annual meeting of stockholders or until his successor is elected and qualified.

Marc Urbach, age

53, is the owner of Doorstep Delivery Logistics LLC and has served as its Chief Executive Officer since August 2020. Since January

2017, Mr. Urbach has served as a finance lead at Chardan Capital Markets, an investment bank. Prior to August 2020, Mr. Urbach

served as the President/CFO and a board member of Ideanomics, Inc. (formerly known as YOU On Demand Holdings, Inc.). Mr. Urbach also

serves as a director and Audit Committee Chair of Freight Technologies, Inc. (Nasdaq: FRGT) (since February 2022), as a director and

Audit Committee Chair of Aero Velocity Inc. (since January 2025), and as Managing Director of Footprint Logistics (since September 2023). Mr. Urbach has worked in

accounting and finance in various capacities for over 30 years. He earned a B.S. in Accounting from Babson College.

There are no arrangements

or understandings between Mr. Urbach and any other person pursuant to which Mr. Urbach was selected to serve as a director. There are

no family relationships between Mr. Urbach and any director or executive officer of the Company. There are no transactions in which Mr.

Urbach has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his

appointment, the Company entered into a Board of Directors Agreement with Mr. Urbach (the “Urbach Board Agreement”), pursuant

to which Mr. Urbach will receive a quarterly base fee of $12,000 for his service on the Board and a quarterly chair fee of $3,000. The

Urbach Board Agreement also includes customary indemnification, confidentiality and proprietary information provisions.

The foregoing summary

of the Urbach Board Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit

10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Board of Directors Agreement with Marc Urbach, dated September 24, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 29, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-10.1 — BOARD OF DIRECTORS AGREEMENT WITH MARC URBACH, DATED SEPTEMBER 24, 2026

EX-10.1

Filename: ea030691801ex10-1.htm · Sequence: 2

Exhibit 10.1

LA ROSA HOLDINGS CORP.

BOARD OF DIRECTORS AGREEMENT

This BOARD OF DIRECTORS AGREEMENT (“Agreement”)

by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the “Director”),

provides for director services and shall become effective on September 24, 2026 (the “Effective Date”), according to

the following terms and conditions:

I. Services Provided

The Director agrees, subject to the

Director’s continued status as a director, to serve on the Company’s Board of Directors (the “Board”) and to

provide those services required of a director under the Company’s Articles of Incorporation and Bylaws, as both may be amended from

time to time (“Charter Documents”) and under the Nevada Revised Statutes, the federal securities laws and other state

and federal laws and regulations, as applicable, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)

and any stock exchange or quotation system on which the Company’s securities may be traded from time to time. Director may also

serve on such one or more committees of the Board as he or she and the Board shall mutually agree.

II. Nature of Relationship

A. The Director is an independent contractor and will not be deemed as an employee of the Company for any

purposes by virtue of this Agreement. The Director shall be solely responsible for the payment or withholding of all federal, state, or

local income taxes, social security taxes, unemployment taxes, and any and all other taxes relating to the compensation he or she earns

under this Agreement. The Director shall not, in his or her capacity as a director of the Company, enter into any agreement or incur any

obligations on the Company’s behalf, without appropriate Board action.

B. The Company will supply, at no cost to the Director: periodic briefings on the business, director packages

for each board and committee meeting, copies of minutes of meetings and any other materials that are required under the Company’s

Charter Documents or the charter of any committee of the Board on which the Director serves and any other materials which may, by mutual

agreement, be necessary for performing the services requested under this Agreement.

III. Director’s Representations and Warranties

A. The Director represents and warrants that no other party has exclusive rights to his services in the specific

areas in which the Company is conducting business and that the Director is in no way compromising any rights or trust between any other

party and the Director or creating a conflict of interest as a result of his or her participation on the Board. The Director also represents,

warrants and covenants that so long as the Director serves on the Board, the Director will not enter into another agreement that will

create a conflict of interest with this Agreement or the Company. The Director further represents, warrants and covenants that he or she

will comply with the Company’s Articles, Bylaws, policies and guidelines, all applicable laws and regulations, including Sections 10

and 16 of the Securities Exchange Act of 1934, as amended, and listing rules of The Nasdaq Stock Market LLC or any other stock exchanges

on which the Company’s securities may be traded; that if he or she is designated by the Board as an independent director, he or

she shall promptly notify the Board of any circumstances that may potentially impair his or her independence as a director of the Company;

and that he or she shall promptly notify the Board of any arrangements or agreements relating to compensation provided by a third party

to him or her in connection with his or her status as a director or director nominee of the Company or the services requested under this

Agreement.

B. Throughout the term of this Agreement, the Director agrees he or she will not, without obtaining the Company’s

prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with the Company’s business,

products or services, including without limitation, products or services in the development stage, accept employment or provide services

to (including but not limited to service as a member of a board of directors), or establish a business in competition with the Company;

provided, however, that the Director may serve or continue to serve as an officer or director of one or more entities that are affiliated

with the Company, including without limitation, entities in which the Company does not have a majority holding.

IV. Compensation

A. Cash Fee. Subject to Section VI and during the term of this Agreement, the Company shall pay the

Director, if the Company does not otherwise compensate the Director as an officer or employee, a non-refundable base fee of $12,000 per

quarter (“Base Fee”) in consideration for the Director providing the services described in Section I which shall

compensate him or her for all time spent preparing for, travelling to (if applicable) and attending Board or committee meetings. In addition,

if the Director is elected to serve as a chair of any of the committees of the Board, the Company shall pay the Director a quarterly fee

of an additional $3,000 in consideration for the Director’s service as such a committee chair (“Chair Fee”).

These cash fees may be revised by action of the Board from time to time. Such revision shall be effective as of the date specified in

the resolution for payments not yet earned and need not be documented by an amendment to this Agreement to be effective. In addition,

if the non-employee Director serves as the chairperson of any standing committee of the Board, he or she may be entitled to additional

cash compensation as decided by the Board (or the compensation committee thereof) in its sole discretion.

B. Payment. The Base Fee and the Chair Fee shall be paid quarterly at the beginning of each calendar

quarter. No invoices need be submitted by the Director for payment of the Base or Chair Fee.

C. Expenses. During the term of this Agreement, the Company will reimburse the Director for reasonable

business related expenses approved by the Company in advance, such approval not to be unreasonably withheld. Invoices for expenses, with

receipts attached, shall be submitted. Such invoices must be approved by the Company’s Chief Executive Officer or Chief Financial

Officer as to form and completeness.

D. Equity Compensation. The Director shall be eligible to be granted equity awards in accordance with

the Company’s policies as in effect from time to time, as approved by the Compensation Committee of the Board of Directors.

V. Indemnification and Insurance

The Company will execute an indemnification

agreement in favor of the Director substantially in the form of the agreement attached hereto as Exhibit B (the “Indemnification

Agreement”). In addition, so long as the Company’s indemnification obligations exist under the Indemnification Agreement,

the Company shall provide the Director with directors’ and officers’ liability insurance coverage in the amounts specified

in the Indemnification Agreement.

VI. Term of Agreement and Amendments

This Agreement shall be in effect from

the Effective Date through the last date of the Director’s term as a member of the Board. This Agreement shall be automatically

renewed on the date of the Director’s reelection as a member of the Board for the period of such new term unless the Board determines

not to renew this Agreement. Any amendment to this Agreement must be approved by the Board. Amendments to Section IV “Compensation”

hereof do not require the Director’s consent to be effective. Notice of such amendment shall be provided to the Director within

a reasonable time thereafter.

VII. Termination

A. This Agreement shall automatically terminate upon the death of the Director or upon his resignation or

removal from, or failure to win election or reelection to, the Board. In the event of expiration or termination of this Agreement, the

Director agrees to return or destroy any materials transferred to the Director under this Agreement except as may be necessary to fulfill

any outstanding obligations hereunder. The Director agrees that the Company has the right of injunctive relief to enforce this provision.

B. The Company’s and the Director’s continuing obligations hereunder in the event of expiration

or termination of this Agreement shall be subject to the terms of Section XIV hereof.

VIII. Limitation of Liability and Force Majeure

A. Under no circumstances shall the Company be liable to the Director for any consequential damages claimed

by any other party as a result of representations made by the Director with respect to the Company which are materially different from

any to those made in writing by the Company.

B. Furthermore, except for the maintenance of confidentiality, neither party shall be liable to the other

for delay in any performance, or for failure to render any performance under this Agreement when such delay or failure is caused by Government

regulations (whether or not valid), fire, strike, differences with workmen, illness of employees, flood, accident, or any other cause

or causes beyond reasonable control of such delinquent party.

IX. Confidentiality and Use of Director Information

A. The Director agrees to sign and abide

by the Company’s Director Proprietary Information Agreement attached hereto as Exhibit

A (the “Proprietary Information Agreement”).

B. The Director explicitly consents to the Company holding and processing both electronically and manually

the information that he or she provides to the Company or the data that the Company collects which relates to the Director for the purpose

of the administration, management and compliance purposes, including but not limited to the Company’s disclosure of any and all

information provided by the Director in the Company’s proxy statements, annual reports or other securities filings or reports pursuant

to federal or state securities laws or regulations, and the Director agrees to promptly notify the Company of any misstatement of a material

fact regarding the Director, and of the omission of any material fact necessary to make the statements contained in such documents regarding

the Director not misleading.

X. Resolution of Dispute

Any dispute regarding this Agreement

(including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in

accordance with the laws of the State of Nevada, the United States of America. Any action under this paragraph shall not preclude

any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

XI. Entire Agreement

This Agreement (including agreements

executed in substantially the form of the exhibits attached hereto) supersedes all prior or contemporaneous written or oral understandings

or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in whole or in part, except by a writing

signed by the party against whom such addition, modification or waiver is sought to be asserted.

XII. Assignment

This Agreement and all of the provisions

hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and,

except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall

be assigned by either of the parties hereto without the prior written consent of the other party.

XIII. Notices

Any and all notices, requests and other

communications required or permitted hereunder shall be in writing, registered mail or by facsimile, to each of the parties at the addresses

provided. Any such notice shall be deemed given when received and notice given by registered mail shall be considered to have been given

on the tenth (10th) day after having been sent in the manner provided for above.

XIV. Survival of Obligations

Notwithstanding the expiration or termination

of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued

as of the time of such expiration or termination (including, without limitation, the Director’s obligations under the Proprietary

Information Agreement, the Company’s obligation to make any fees and expense payments required pursuant to Section IV due up

to the date of the expiration or termination, and the Company’s indemnification and insurance obligations set forth in Section V

hereof) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination.

XV. Attorneys’ Fees

If any legal action or other proceeding

is brought for the enforcement of this Agreement, or because of a dispute, breach or default in connection with any of the provisions

hereof, the successful or substantially prevailing party (including a party successful or substantially prevailing in defense) shall be

entitled to recover its actual attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief

to which it may be entitled.

XVI. Severability

Any provision of this Agreement which

is determined to be invalid or unenforceable shall not affect the remainder of this Agreement, which shall remain in effect as though

the invalid or unenforceable provision had not been included herein, unless the removal of the invalid or unenforceable provision would

substantially defeat the intent, purpose or spirit of this Agreement.

XVII. Counterparts

This Agreement may be executed in any

number of counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by facsimile

or other electronic signature is legal, valid and binding for all purposes.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Board

of Directors Agreement to be executed as of September 24, 2026.

LA ROSA HOLDINGS CORP.

By:

/s/ Joe La Rosa

Joe La Rosa

Chief Executive Officer and Director

DIRECTOR:

/s/ Marc Urbach

Name:

Marc Urbach

EXHIBIT A

LA ROSA HOLDINGS CORP.

DIRECTOR PROPRIETARY INFORMATION AGREEMENT

THIS DIRECTOR PROPRIETARY INFORMATION AGREEMENT

(the “Agreement”) is made effective as of the date of that certain Director Agreement (as defined herein), by and between

LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the “Director”).

WHEREAS, the Director

has agreed to serve on the Board of Directors of the Company (the “Board”) pursuant to that certain Board of Directors

Agreement between the Company and Director (the “Director Agreement”);

WHEREAS, the parties

desire to assure the confidential status of the information which may be disclosed by the Company to the Director in connection with the

Director serving on the Board; and

NOW THEREFORE, in reliance

upon and in consideration of the following undertaking, the parties agree as follows:

1. Subject to the limitations set forth in Section 2, all information disclosed by the Company to the

Director shall be deemed to be “Proprietary Information.” In particular, Proprietary Information shall be deemed to

include any information, process, technique, algorithm, program, design, drawing, formula or test data relating to any research project,

work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the Company,

any of its affiliates or subsidiaries, present or future products, sales, suppliers, customers, employees, investors, or business of the

Company or any of its affiliates or subsidiaries, whether or oral, written, graphic or electronic form.

2. The term “Proprietary Information” shall not be deemed to include the following information:

(i) information which is now, or hereafter becomes, through no breach of this Agreement on the part of the Director, generally known or

available to the public; (ii) is known by the Director at the time of receiving such information; (iii) is hereafter furnished to the

Director by a third party, as a matter of right and without restriction on disclosure; or (iv) is the subject of a written permission

to disclose provided by the Company.

3. The Director shall maintain in trust and confidence and not disclose to any third party or use for any

unauthorized purpose any Proprietary Information received from the Company. The Director may use such Proprietary Information only to

the extent required to accomplish the purposes of his position at the Company. The Director shall not use Proprietary Information for

any purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the export control

laws of the United States. No other rights of licenses to trademarks, inventions, copyrights, or patents are implied or granted under

this Agreement.

4. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish

the intent of this Agreement.

5. The Director represents, warrants and covenants that he shall protect the Proprietary Information received

with at least the same degree of care used to protect his or her own Proprietary Information from unauthorized use or disclosure.

6. All Proprietary Information (including all copies thereof) shall remain in the property of the Company,

and shall be returned to the Company (or destroyed) after the Director’s need for it has expired, or upon request of the Company, and

in any event, upon the expiration or termination of Director Agreement.

A-1

7. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not

be precluded if such disclosure:

a. is in response to a valid order, including a subpoena, of a court or other governmental body of the United

States or any political subdivision thereof; provided, however, that to the extent reasonably feasible, the Director shall first have

given the Company notice of the Director’s receipt of such order and the Company shall have had an opportunity to obtain a protective

order requiring that the Proprietary Information so disclosed be used only for the purpose for which the order was issued;

b. is otherwise required by law; or

c. is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the

extent that any such disclosure is necessary.

8. This Agreement shall continue in full force and effect during the term of the Director Agreement. This

Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. The termination of this Agreement

shall not relieve the Director of the obligations imposed by Paragraphs 3, 4, 5 and 11 of this Agreement with respect to Proprietary

information disclosed prior to the effective date of such termination and the provisions of these Paragraphs shall survive the termination

of this Agreement indefinitely with respect to Proprietary Information that constitutes “trade secrets” and for a period

of eighteen (18) months from the date of such termination with respect to other Proprietary Information.

9. This Agreement shall be governed by the laws of the State of Nevada as those laws are applied to contracts

entered into and to be performed entirely in Nevada.

10. This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject

matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by both parties.

11. Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Director,

including, without limitation, an actual or threatened disclosure of Proprietary Information without the prior express written consent

of the Company, the Company will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against,

or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the Company shall be entitled to specific performance

of the Director’s obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent

jurisdiction.

[SIGNATURE PAGE FOLLOWS]

A-2

IN WITNESS WHEREOF, the parties hereto have executed this Director

Proprietary Information Agreement on and as of the day and year first above written.

LA ROSA HOLDINGS CORP.

By:

/s/ Joe La Rosa

Joe La Rosa

Chief Executive Officer and Director

DIRECTOR:

/s/ Marc Urbach

Name:

Marc Urbach

A-3

EXHIBIT B

LA ROSA HOLDINGS CORP.

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT

is made effective as of September 24, 2026 (this “Agreement”), by and between LA ROSA HOLDINGS CORP., a Nevada corporation

(the “Company”) and the undersigned signatory (“Indemnitee”).

RECITALS

A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its

directors, officers, employees, stockholders, controlling persons, agents and fiduciaries, the significant increases in the cost of such

insurance and the general reductions in the coverage of such insurance.

B. the Company and Indemnitee further recognize the substantial increase in corporate litigation in general,

which subjects directors, officers, employees, controlling persons, stockholders, agents and fiduciaries to expensive litigation risks

at the same time as the availability and coverage of liability insurance has been severely limited.

C. Indemnitee does not regard the current protection available as adequate under the present circumstances,

and Indemnitee and other directors, officers, employees, stockholders, controlling persons, agents and fiduciaries of the Company may

not be willing to serve in such capacities without additional protection.

D. The Company (i) desires to attract and retain highly qualified individuals and entities, such as Indemnitee,

to serve the Company and, in part, in order to induce Indemnitee to be involved with the Company and (ii) wishes to provide for the indemnification

and advancing of expenses to Indemnitee to the maximum extent permitted by law.

E. This Agreement forms part of the consideration for Indemnitee to serve, or to continue to serve, as an

officer or director of the Company, and allows Indemnitee to fulfill his or her fiduciary duties under law and take on actions for or

on behalf of the Company.

F. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the

Company as set forth herein.

B-1

NOW, THEREFORE, in

consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows:

1. Indemnification.

a. Indemnification of Expenses. The Company shall indemnify and hold harmless Indemnitee (including

its respective directors, officers, partners, former partners, members, former members, employees, agents and spouse, as applicable) and

each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended

(the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant

in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding

or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee believes might lead to the institution

of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative

or other (hereinafter a “Claim”) by reason of (or arising in part or in whole out of) any event or occurrence related

to the fact that Indemnitee is or was or may be deemed a director, officer, stockholder, employee, controlling person, agent or fiduciary

of the Company, or any subsidiary of the Company, or is or was or may be deemed to be serving at the request of the Company as a director,

officer, stockholder, employee, controlling person, agent or fiduciary of another corporation, partnership, limited liability company,

joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity

including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation,

legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim

asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise

or which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary

obligation owed with respect thereto or as a direct or indirect result of any Claim made by any stockholder of the Company against Indemnitee

and arising out of or related to any round of financing of the Company (including but not limited to Claims regarding non-participation,

or non-pro rata participation, in such round by such stockholder), or made by a third party against Indemnitee based on any misstatement

or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities

or common laws (hereinafter an “Indemnification Event”) against any and all expenses (including attorneys’ fees

and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including

on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution

mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement

is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local

or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively,

hereinafter “Expenses”), including all interest, assessments and other charges paid or payable in connection with or

in respect of such Expenses. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than

ten (10) days after written demand by Indemnitee therefor is presented to the Company.

b. Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a)

shall be subject to the condition that the Reviewing Party (as described in Section 6(e) hereof) shall not have determined (in a

written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(e) hereof is involved) that Indemnitee

would not be permitted to be indemnified under applicable law, and (ii) Indemnitee acknowledges and agrees that the obligation of the

Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall

be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted

to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse

the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal

proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law,

any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not

be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination

is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation

to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a

Change in Control (as defined in Section 6(c) hereof), the Reviewing Party shall be selected by the Company’s Board of Directors

(the “Board”), and if there has been such a Change in Control (other than a Change in Control which has been approved

by a majority of the Board who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent

Legal Counsel referred to in Section 1(e) hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party

determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee

shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the

Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process

and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company

and Indemnitee.

B-2

c. Contribution. If the indemnification provided for in Section 1(a) above for any reason is

determined by the Reviewing Party or held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any losses,

claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall,

to the fullest extent permissible under applicable law, contribute to the amount paid or payable by Indemnitee as a result of such losses,

claims, damages, expenses or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Company

and Indemnitee and the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such losses,

claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with losses, claims, damages,

expenses or liabilities resulting from the registration of the Company’s securities, the relative benefits received by the Company

and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses)

received by them, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public

offering price of the securities so offered. The relative fault of the Company and Indemnitee shall be determined by reference to, among

other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material

fact relates to information supplied by the Company or Indemnitee and the parties’ relative intent, knowledge, access to information

and opportunity to correct or prevent such statement or omission.

The Company and Indemnitee agree that

it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation

or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding

paragraph. In connection with losses, claims, damages, expenses or liabilities resulting from the registration of the Company’s

securities, in no event shall Indemnitee be required to contribute any amount under this Section 1(c) in excess of the lesser of

(i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to Indemnitee’s proportion

of the total securities being offered under such registration statement or (ii) the proceeds received by Indemnitee from its securities

sold under the registration statement. Notwithstanding this Section 1(c), no person found guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty

of such fraudulent misrepresentation.

d. Survival Regardless of Investigation. The indemnification and contribution provided for in this

Section 1 will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee or any officer,

director, employee, agent or controlling person of Indemnitee.

e. Change in Control. The Company agrees that if there is a Change in Control of the Company (other

than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control)

then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement

or any other agreement or under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or

Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 6(d) hereof) shall be selected by Indemnitee

and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written

opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable

law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and

to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising

out of or relating to this Agreement or its engagement pursuant hereto.

f. Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement, to the extent

that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice,

in the defense of any action, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of

any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection herewith.

B-3

2. Expenses; Indemnification Procedure.

a. Advancement of Expenses. Subject to Section 1(b) hereof, the Company shall advance all Expenses

incurred by Indemnitee. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any

event no later than fifteen (15) days after written demand by Indemnitee therefor to the Company.

b. Notice/Cooperation by Indemnitee. Indemnitee shall give the Company written notice as soon as practicable

of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that any

failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent

that (i) the Company is not aware of such Claim and (ii) the Company is materially prejudiced by such failure or delay. The written notice

to the Company shall include a description of the nature of and the facts underlying the Claim and be directed to the Chief Executive

Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate

in writing to Indemnitee).

c. No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim

by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent,

shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a

court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party

to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an

actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to

the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable

law, shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct

or did not have any particular belief. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee

is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

d. Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant

to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written

notice of the commencement of such Claim to the applicable insurers in accordance with the procedures set forth in each of the policies.

The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts

payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

e. Selection of Counsel. In the event the Company is obligated hereunder to pay the Expenses of any

Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel

reasonably approved by Indemnitee (such approval shall not be unreasonably withheld, delayed or conditioned), upon the delivery to Indemnitee

of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of

such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred

by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel

in any such Claim at Indemnitee’s sole expense; (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in

connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity

and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually

concluded that there is a conflict of interest between them in the conduct of the defense of such Claim, then Indemnitee is entitled to

retain its own counsel and the reasonable fees and expenses of Indemnitee’s counsel reasonably approved by the Company (such approval

shall not be unreasonably withheld, delayed or conditioned) shall be at the expense of the Company.

B-4

3. Additional Indemnification Rights; Non-Exclusivity.

a. Scope. The Company hereby agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest

extent permitted by law, even if indemnification is not specifically authorized by the other provisions of this Agreement or any other

agreement, the Company’s Certificate and Bylaws or by statute. In the event of any change after the date of this Agreement in any

applicable law, statute or rule which expands the right of a Nevada corporation to indemnify a member of its board of directors or an

officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater

benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Nevada

corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not

otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’

rights and obligations hereunder except as set forth in Section 8(a) hereof.

b. Non-Exclusivity. Notwithstanding anything in this Agreement, the indemnification provided by this

Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company’s Certificate or Bylaws, any

agreement, any vote of stockholders or disinterested directors, the laws of the State of Nevada, or otherwise. Notwithstanding anything

in this Agreement, the indemnification provided under this Agreement shall continue as to Indemnitee for any action Indemnitee took or

did not take while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity and indemnification

shall inure to the benefit of Indemnitee from and after Indemnitee’s first day of service as a director with the Company or affiliation

with a director from and after the date such director commences services as a director with the Company.

c. No Duplication of Payments. Notwithstanding anything herein to the contrary, the Company shall

not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has

otherwise actually received payment (under any insurance policy, any other agreement, the Company’s Certificate and Bylaws or otherwise)

of the amounts otherwise indemnifiable hereunder.

d. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification

by the Company for any portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof,

the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled thereunder.

e. Mutual Acknowledgement. The Company and Indemnitee acknowledge that in certain instances, applicable

law or public policy may prohibit the Company from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries

under this Agreement or otherwise.

f. Liability Insurance. During any period of time Indemnitee is entitled to indemnification rights

under this Agreement, the Company shall maintain liability insurance applicable to directors, officers, employees, control persons, agents

or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as

are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers,

if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, controlling persons, agents

or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent, control person, or fiduciary. Said liability

insurance shall provide coverage amounts of no less than $2.0 million and shall be held with an insurance carrier which the Board believes

is of financially sound condition.

B-5

4. Exceptions. Any other provision herein to the contrary notwithstanding,

the Company shall not be obligated pursuant to the terms of this Agreement:

a. Claims Under Section 16(b). To indemnify Indemnitee for Expenses arising from or in connection

with any Claims for which a final decision by a court having jurisdiction in the matter determines that Indemnitee sold or purchased the

Company’s securities in violation of Section 16(b) of the Exchange Act or any similar successor statute;

b. Compensation Recovery Claims. To indemnify Indemnitee for Expenses arising from or in connection

with any Claims for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation

or of any profits realized by Indemnitee from the sale of securities of the Company, as required under the Exchange Act (including any

such reimbursements that rise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of

2002, as amended (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and

sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);

c. Indemnitee Claims. To indemnify Indemnitee for Expenses arising from or in connection with any

Claims initiated or brought voluntarily by Indemnitee not by way of defense, except with respect to Claims brought to establish or enforce

a right to indemnification under this Agreement, the Company’s Certificate and Bylaws or any applicable law;

d. Unlawful Indemnification. To indemnify Indemnitee for Expenses arising from or in connection with

any Claims for which a final decision by a court having jurisdiction in the matter determines that such indemnification is not lawful;

e. Fraud. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which

a final decision by a court having jurisdiction in the matter determines that Indemnitee has committed fraud on the Company; and

f. Insurance. To indemnify Indemnitee for which payment is actually and fully made to Indemnitee under

a valid and collectible insurance policy.

5. Period of Limitations. No legal action shall be brought and no

cause of action shall be asserted by or in the right of the Company against Indemnitee or Indemnitee’s estate, spouse, heirs, executors

or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action, and any

claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action

within such five (5) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause

of action, such shorter period shall govern.

6. Construction of Certain Phrases.

a. For purposes of this Agreement, references to the “Company” shall include, in addition

to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or

merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees,

agents or fiduciaries, so that if Indemnitee is or was or may be deemed a director, officer, employee, agent, control person, or fiduciary

of such constituent corporation, or is or was or may be deemed to be serving at the request of such constituent corporation as a director,

officer, employee, control person, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust

or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting

or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

B-6

b. For purposes of this Agreement, references to “other enterprise” shall include any

employee benefit plan of the Company; references to “fines” shall include any excise taxes assessed on Indemnitee with

respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service

as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer,

employee, agent or fiduciary with respect to an employee benefit plan of the Company, its participants or its beneficiaries.

c. For purposes of this Agreement a “Change in Control” shall be deemed to have occurred

if (i) any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a

trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly

by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes

the beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the

Company’s then outstanding Voting Securities, increases beneficial ownership of such securities by 5% or more, or (B) becomes the

“beneficial owner” (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of securities of the

Company representing more than 30% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii)

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director

whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds

(2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for

election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve

a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting

Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted

into Voting Securities of the surviving entity) at least two-thirds (2/3) of the total voting power represented by the Voting Securities

of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company

approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction

or a series of transactions) all or substantially all of the Company’s assets. “Voting Securities” shall mean

any securities of the Company that vote generally in the election of directors.

d. For purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney

or firm of attorneys, selected in accordance with the provisions of Section 1(e) hereof, who shall not have otherwise performed services

for the Company or Indemnitee within the last three (3) years (other than with respect to matters concerning the right of Indemnitee under

this Agreement, or of other indemnitees under similar indemnity agreements).

e. For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person

or body consisting of a member or members of the Board or any other person or body appointed by the Board, who is not a party to the particular

Claim for which Indemnitee is seeking indemnification, such as a committee of the Board or Independent Legal Counsel.

7. Counterparts. This Agreement may be executed in one or more counterparts,

each of which shall constitute an original.

8. Binding Effect; Successors and Assigns. This Agreement shall

be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including

any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets

of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct

or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or

assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform

this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken

place. This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless of whether Indemnitee

continues to serve as a director, officer, employee, agent, controlling person, or fiduciary of the Company or of any other enterprise,

including subsidiaries of the Company, at the Company’s request.

B-7

9. Attorneys’ Fees. In the event that any action is instituted

by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of

the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee with respect to such action if

Indemnitee is ultimately successful in such action. In the event of an action instituted by or in the name of the Company under this Agreement

to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid Expenses incurred by Indemnitee in

the defense of such action (including costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such

action), and shall be entitled to the advancement of Expenses with respect to such action, in each case only to the extent that Indemnitee

is ultimately successful in such action.

10. Notice. All notices and other communications required or permitted

hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit

with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery,

if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight

prepaid, or (d) one day after the business day of delivery by facsimile transmission, if deliverable by facsimile transmission, with copy

by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at Indemnitee’s address as set forth beneath the

Indemnitee’s signature to this Agreement and if to the Company at the address of its principal corporate offices (attention: Secretary)

or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

11. Severability. The provisions of this Agreement shall be severable

in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held

by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions hereof shall remain

enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, this Agreement (including, without limitations,

each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid,

void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

12. Resolution of Dispute. This Agreement shall be governed by and

its provisions construed and enforced in accordance with the laws of the State of Nevada, without regard to the conflict of laws principles

thereof. To the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum,

the Courts of the State of Nevada shall be the sole and exclusive forum for all purposes in connection with any dispute regarding, arising

out of or relating to this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination

and damages).

13. Subrogation. In the event of payment under this Agreement, the

Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all documents

required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce

such rights.

14. Amendment and Termination. No amendment, modification, termination

or cancellation of this Agreement shall be effective unless it is in writing signed by the parties to be bound thereby. Notice of same

shall be provided to all parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver

of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

15. Corporate Authority. The Board has approved the terms of this

Agreement.

B-8

IN WITNESS WHEREOF, the parties hereto

have executed this Indemnification Agreement on September 24, 2026.

LA ROSA HOLDINGS CORP.

By:

/s/ Joe La Rosa

Joseph La Rosa

Chief Executive Officer and Director

1420 Celebration Boulevard

2nd Floor

Celebration, Florida 34747

INDEMNITTEE:

/s/ Marc Urbach

Name:

Marc Urbach

B-9

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration