Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-105473

Filed: 2026-10-01

Period: 2026-09-28

CIK: 0001879403

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

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0307162-8k_larosa.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES F CONVERTIBLE PREFERRED STOCK (ea030716201ex3-1.htm)

EX-10.1 — FORM OF EXCHANGE AGREEMENT, DATED AS OF SEPTEMBER 28, 2026 (ea030716201ex10-1.htm)

EX-10.2 — FORM OF SETTLEMENT AGREEMENT, DATED AS OF SEPTEMBER 30, 2026 (ea030716201ex10-2.htm)

EX-10.3 — FORM OF ASSET CONTRIBUTION AND SECURITIES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 30, 2026 (ea030716201ex10-3.htm)

EX-10.4 — FORM OF MASTER LEASE AGREEMENT, DATED AS OF SEPTEMBER 30, 2026 (ea030716201ex10-4.htm)

EX-10.5 — FORM OF NOTICE AND ACKNOWLEDGEMENT OF CONTRIBUTION OF ASSETS SUBJECT TO LEASE, DATED AS OF SEPTEMBER 30, 2026 (ea030716201ex10-5.htm)

EX-10.6 — TERMINATION OF BOARD OF DIRECTORS AGREEMENT WITH NICHOLAS ADLER, DATED OCTOBER 1, 2026 (ea030716201ex10-6.htm)

EX-10.7 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH JOSEPH LA ROSA, DATED OCTOBER 1, 2026 (ea030716201ex10-7.htm)

EX-10.8 — BOARD OF DIRECTORS AGREEMENT WITH JOSEPH LA ROSA, DATED OCTOBER 1, 2026 (ea030716201ex10-8.htm)

EX-10.9 — SERIES X SUPER VOTING PREFERRED STOCK SIDE AGREEMENT TO THE REDEMPTION AGREEMENT, DATED SEPTEMBER 30, 2026 (ea030716201ex10-9.htm)

EX-10.10 — AMENDMENT TO EMPLOYMENT AGREEMENT WITH DEANA LA ROSA, DATED SEPTEMBER 30, 2026 (ea030716201ex10-10.htm)

EX-10.11 — EMPLOYMENT AGREEMENT WITH NICHOLAS ADLER, DATED OCTOBER 1, 2026 (ea030716201ex10-11.htm)

EX-99.1 — PRESS RELEASE OF THE COMPANY ISSUED ON OCTOBER 1, 2026 (ea030716201ex99-1.htm)

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GRAPHIC (ea030716201_ex3-1img2.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

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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 28, 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 1.01. Entry into

a Material Definitive Agreement.

Exchange Agreement

On September 28, 2026,

La Rosa Holdings Corp., a Nevada corporation (the “Company”), entered into that certain Exchange Agreement (the “Exchange

Agreement”) with certain of its holders of the Company’s outstanding securities (the “Holders”), pursuant to which,

on such date, the Holders exchanged, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”),

certain of their Company securities as described below (the “Original Securities”) for an aggregate of 3,410 newly issued

shares (the “Exchanged Shares”) of Series F Convertible Preferred Stock of the Company, par value $0.0001 per share (the “Series

F Preferred Stock”), on the terms and conditions set forth therein (the “Exchange”). The shares of Series F Preferred

Stock are convertible into shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Conversion

Shares”) in accordance with the terms of the Certificate of Designation of Rights and Preferences of Series F Convertible Preferred

Stock (the “Series F Certificate of Designation”) filed by the Company with the Secretary of State of the State of Nevada

on September 28, 2026.

The Original

Securities consisted of (i) $1,500,000 principal amount of the Company’s outstanding $11,000,000 Senior Secured Convertible

Promissory Note issued on January 8, 2026, plus all accrued and unpaid interest on such amount through and including September 28,

2026 (the unexchanged portion of such note remains outstanding); (ii) all 100 shares of the Company’s currently outstanding

Series C convertible preferred stock, (iii) all 500 shares of the Company’s currently outstanding Series D convertible

preferred stock; and (iv) all 810 shares of the Company’s currently outstanding Series E convertible preferred stock.

Following the Exchange, the Original Securities were cancelled and are of no further force or effect.

Pursuant to the Exchange

Agreement, the Company agreed to hold a meeting of its stockholders no later than forty-five (45) calendar days after the closing date

of the Exchange to approve the issuance of all of the Conversion Shares issuable pursuant to the Exchange Agreement and the Series F Certificate

of Designation with respect to the Exchanged Shares in compliance with the rules and regulations of The Nasdaq Capital Market. However,

the Company is permitted to instead obtain this stockholder approval by the written consent of holders of a majority of the voting power

of its issued and outstanding shares of its capital stock and making certain timely filings with the Securities and Exchange Commission

(the “SEC”) with respect thereto. On September 30, 2026, the Company obtained the required stockholder approval by written

consent of the requisite stockholders, and it therefore intends to make the requisite filings with the SEC as promptly as practicable.

The foregoing summary

of the Exchange Agreement is qualified in its entirety by reference to the full text of the form of the Exchange Agreement, a copy of

which is filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Form 8-K”) and is incorporated herein by reference.

Settlement Agreement

On September 30, 2026,

the Company entered into that certain Settlement Agreement dated as of September 30, 2026 (the “Settlement Agreement”) with

the holder (the “Holder”) of that certain Right to Receive Tokens (the “Token Right”) issued by the Company to

the Holder on November 12, 2025, as amended on March 24, 2026, pursuant to which tokens having an aggregate value of $5,688,263 have been

issued to the Holder and are currently outstanding (the “Outstanding Tokens”). On September 30, 2026, at the initial closing

of the Settlement Agreement, the Company issued 500 shares of Series F Preferred Stock (the “Initial Settlement Shares”) in

settlement for the Outstanding Tokens and the Outstanding Tokens were deemed surrendered for cancellation by the Holder. Pursuant to the

Settlement Agreement if on the later of (i) the date that is 150 days after the date of the Settlement Agreement and (ii) one business

day following the date on which the Company has issued shares of Common Stock or Convertible Securities (as defined in the Settlement

Agreement) at an effective price per share of Common Stock greater than $4.50, for aggregate gross proceeds equal to or greater than $100,000

(the “Additional Settlement Trigger Date”), the Company will be required to issue to the Holder an additional 5,500 shares

of Series F Preferred Stock (the “Additional Settlement Shares”). The Token Right remains outstanding and additional tokens

may be issued to the Holder pursuant to the terms thereof.

Also, pursuant to the

Settlement Agreement, the Company agreed to hold a meeting of its stockholders no later than forty-five (45) calendar days after the initial

closing date to approve the issuance of all of the Conversion Shares issuable pursuant to the Settlement Agreement and the Series F Certificate

of Designation in compliance with the rules and regulations of The Nasdaq Capital Market. However, the Company is permitted to instead

obtain such stockholder approval by the written consent of holders of a majority of the voting power of its issued and outstanding shares

of its capital stock and making certain timely filings with the SEC with respect thereto. On September 30, 2026, the Company obtained

the required stockholder approval by written consent of the requisite stockholders, and it therefore intends to make the requisite filings

with the SEC as promptly as practicable.

The foregoing summary

of the Settlement Agreement is qualified in its entirety by reference to the form of the Settlement Agreement, a copy of which is filed

as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

In connection with the

Settlement Agreement, on September 29, 2026, the Company and the Holder also confirmed the following with respect to the Token

Right: effective upon the closing of the Settlement Agreement and the Contribution and Purchase Agreement (as

defined below), the Token Right applies only to tokens purchased by the Company and does not apply to (i) the issuance of Series F Preferred

Stock and the exchange of existing securities for such shares as contemplated under the Exchange Agreement, (ii) the settlement of the

Outstanding Tokens, or (iii) monthly lease payments wired into the BitGo control account pursuant

to the contemplated lease assignment; and the Token Right applies only to the extent that those proceeds are used to purchase tokens.

In addition, the parties

agreed that the lease payment due October 1, 2026 would be released from the BitGo control account to the Company, and the Holder waived

its rights under the Token Right through the earlier of (i) October 31, 2026 or (ii) a sale of the Company’s real estate assets,

or such later date as mutually agreed between the parties.

Asset Contribution

and Securities Purchase Agreement

Also on September

30, 2026, the Company entered into that certain Asset Contribution and Securities Purchase Agreement dated as of September 30, 2026

(the “Contribution and Purchase Agreement”) with an investor identified therein (the “Contributor”) holding

certain graphics processing units (“GPUs”), and certain other investors identified therein (the “Buyers”).

Pursuant to the Contribution and Purchase Agreement, at the initial contribution closing on September 30, 2026, the Contributor

contributed certain identified GPUs to the Company and in exchange the Company issued to the Contributor 3,000 shares of Series

F Preferred Stock (the “Initial Contribution Shares”). In addition, pursuant to the Contribution and Purchase Agreement,

the Company will be required to issue to the Contributor an additional 4,000 shares of Series F Preferred Stock no later than one

business day following the later of (i) the date that is 150 days after the initial contribution closing date and (ii) the date on

which the Company has received gross rental income from the initial contributed GPUs equal to or in excess of $350,000, (the

“Earnout Initial Contribution Shares”). The Contribution and Purchase Agreement also provides that, at one or more

additional closings, the Contributor may contribute additional GPUs for the issuance of additional shares of Series F Preferred

Stock and the Buyers may purchase additional shares of Series F Preferred Stock at a purchase price of $1,000 per share, in each

case subject to the terms and conditions of the Contribution and Purchase Agreement, including that an aggregate maximum of 25,000

additional shares may be issued thereunder. The rights to effect additional closings expire on the second anniversary of the initial

contribution closing date, unless terminated earlier in accordance with the agreement.

During the period beginning

on the date of the Contribution and Purchase Agreement and ending on the later of (x) the date on which no Shares (as defined in the Contribution

and Purchase Agreement) remain outstanding and (y) the Additional Closing Expiration Date (as defined in the Contribution and Purchase

Agreement) (the “Covenant Period”), the Company and its subsidiaries will be prohibited from effecting or entering into an

agreement to effect any Subsequent Placement (as defined in the Contribution and Purchase Agreement) involving a Variable Rate Transaction

(as defined in the Contribution and Purchase Agreement), subject to certain limited exceptions, including a Permitted ATM (as defined

in the Contribution and Purchase Agreement). Until the later of (i) the 24-month anniversary of the Contribution and Purchase Agreement

and (ii) the date on which no Shares are outstanding, each Buyer has the right

to participate in any Subsequent Placement by the Company or any of its subsidiaries. That right covers the Buyer’s pro rata portion

(based on its share of the aggregate purchase price of the Shares purchased by all Buyers) of 40% of the securities offered in the Subsequent

Placement, together with the right to subscribe for any portion not taken up by other Buyers, on the terms set forth in the Company’s

offer notice, subject to the notice and other procedures set forth in the Contribution and Purchase Agreement.

Pursuant to the Contribution

and Purchase Agreement, the Company agreed to hold a meeting of its stockholders no later than forty-five (45) calendar days after the

initial contribution closing date to approve the issuance of all of the Conversion Shares issuable pursuant to the Contribution and Purchase

Agreement and the Series F Certificate of Designation in compliance with the rules and regulations of The Nasdaq Capital Market. However,

the Company is permitted to instead obtain this stockholder approval by the written consent of holders of a majority of the voting power

of its issued and outstanding shares of its capital stock and making certain timely filings with the SEC with respect thereto. On September

30, 2026, the Company obtained the required stockholder approval by written consent of the requisite stockholders and intends to make

the requisite filings with the SEC as promptly as practicable.

The foregoing summary

of the Contribution and Purchase Agreement is qualified in its entirety by reference to the full text of the form of the Contribution

and Purchase Agreement, a copy of which is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.

Master Lease Agreement

In connection with the

transactions contemplated by the Contribution and Purchase Agreement, (i) the Company, the Contributor and the Lessee entered into a Notice

and Acknowledgement of Contribution of Assets Subject to Lease (the “Assignment Notice”), pursuant to which the Contributor

notified SPRE NKC MO, LLC, a Georgia limited liability company (the “Lessee”), of the assignment and contribution of the initial

contributed GPUs to the Company, and the Lessee acknowledged and agreed to pay rent, casualty payments, default payments and stipulated

loss value payments relating to the contributed GPUs to the Company under a new master lease with the same economic terms on a pro rata

basis as the original lease between the Contributor and the Lessee beginning with the rental payment due October 1, 2026, and (ii) the

Company, as lessor, entered into Master Lease Agreement No. 001 dated September 30, 2026 (together with the lease schedule attached hereto,

the “Master Lease”) with the Lessee, pursuant to which the Company leases to the Lessee the GPUs contributed by the Contributor.

The Master Lease covers six GPUs, servers and related components and provides for a 32-month initial term with monthly rent payable in

advance of $94,167 from October 2026 through November 2028 and $157,167 from December 2028 through May 2029, followed by a purchase option

payment of $150,000 due May 2, 2029.

Master Lease constitutes

a finance lease under the Uniform Commercial Code, is non-cancelable for the scheduled term and automatically renews thereafter unless

terminated on at least 90 days’ prior written notice. Rent is absolute and unconditional; late payments bear a 5% service fee and

interest at 1.5% per month (or the maximum lawful rate), and the Lessee is responsible for taxes, fees, maintenance, insurance and the

risk of loss. The Lessee may not assign, transfer, pledge or sublease the lease or the equipment without the Company’s prior written

consent, subject to specified permitted assignments.

The foregoing summaries

of the Master Lease and the Assignment Notice are qualified in their entirety by reference to the full text of the forms thereof, copies

of which are filed as Exhibits 10.4 and 10.5, respectively, to this Form 8-K, and are incorporated herein by reference.

Series X Super Voting

Preferred Stock Side Agreement

On September 30, 2026,

the Company and Joseph La Rosa (the “Stockholder”), entered into a side agreement (the “Series X Side Agreement”)

relating to that certain Redemption Agreement dated as of November 12, 2025 (the “Redemption Agreement”), by and between the

Stockholder and the Company, pursuant to which the Company had agreed to redeem certain shares of Series X Super Voting Preferred Stock

of the Company held by the Stockholder.

Pursuant to the Series

X Side Agreement, the Company agreed not to redeem any of the Stockholder’s shares of Series X Super Voting Preferred Stock until

after the later of (A) the consummation of, or entering into a definitive agreement with respect to the sale, transfer, disposition or

other transaction involving the La Rosa Realty Companies (as defined therein) or substantially all the assets thereof, and (B) the payment

of the remaining $100,000 redemption amount owed to the Stockholder under the Redemption Agreement. The Company agreed to make such remaining

payment on or before January 31, 2027.

The foregoing summary

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

10.9 to this Form 8-K and is incorporated herein by reference.

Item 2.01. Completion

of Acquisition or Disposition of Assets.

On September 30, 2026,

at the initial closing under the Settlement Agreement, the Outstanding Tokens were deemed surrendered for cancellation in exchange for

500 Initial Settlement Shares of Series F Preferred Stock issued by the Company, with an additional 5,500 shares of Series F Preferred

Stock to be issued if the Additional Settlement Trigger Date occurs. The disclosures set forth in Item 1.01 of this Form 8-K relating

to the Settlement Agreement are hereby incorporated by reference into this Item 2.01.

On September 30, 2026,

the Company completed the initial contribution closing under the Contribution and Purchase Agreement. At the closing, the Contributor

contributed certain GPUs to the Company in exchange for 3,000 Initial Contribution Shares of Series F Preferred Stock, with an additional

4,000 Earnout Initial Contribution Shares to be issued upon satisfaction of the earnout conditions. The disclosures set forth in Item

1.01 of this Form 8-K relating to the Contribution and Purchase Agreement, the Master Lease and the Assignment Notice are hereby incorporated

by reference into this Item 2.01.

Item 3.02. Unregistered

Sale of Equity Securities.

The disclosures set forth

in Item 1.01 of this Form 8-K relating to the Exchange Agreement, the Settlement Agreement and the Contribution and Purchase Agreement

are hereby incorporated by reference into this Item 3.02.

The issuance and sale

of the shares of Series F Preferred Stock in the Exchange under the Exchange Agreement and the issuance of any Conversion Shares have

not been registered under the Securities Act, and were or will be made in reliance on the exemption from registration provided by Section

3(a)(9) of the Securities Act. No commission or other remuneration was paid or given in connection with the Exchange.

The issuance and

sale of the shares of Series F Preferred Stock under the Settlement Agreement and the Contribution and Purchase Agreement and the

issuance of any Conversion Shares have not been registered under the Securities Act and were or will be made in reliance on the

private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

The Holder, each Buyer and the Contributor represented to the Company that such party is an “accredited investor” as

defined in Rule 501(a) under the Securities Act.

Item 3.03. Material

Modification to Rights of Security Holders.

The disclosures set forth in Items 1.01 and 5.03 of this Form 8-K are

hereby incorporated by reference into this Item 3.03. The Series F Preferred Stock established by the Series F Certificate of Designation

ranks senior to the Common Stock and all other capital stock of the Company with respect to distributions and payments upon liquidation,

dissolution and winding up of the Company, except to the extent that holders of the Series F Preferred Stock consent to the creation of

Parity Stock or Senior Preferred Stock (in each case as defined in the Series F Certificate of Designation), which may limit and qualify

the rights of holders of the Common Stock and other preferred stock.

Item 5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief

Executive Officer and Interim Chief Financial Officer

September 30, 2026, Joseph La Rosa resigned from his positions as Chief Executive Officer and interim

Chief Financial Officer of the Company, effective as of October 1, 2026. Mr. La Rosa’s resignation was for personal reasons and

was not a result of any disagreement between Mr. La Rosa and the Company, its management, the Board of Directors of the Company (the “Board”)

or any of its committees.

Appointment of Chief

Executive Officer and Interim Chief Financial Officer

Effective October 1,

2026, the Board appointed Nicholas Adler, age 51, to serve as Chief Executive Officer and interim Chief Financial Officer of the Company.

Mr. Adler has served as an independent director and Chairman of the Board since December 2025.

Mr. Adler is a licensed

attorney in Nashville, Tennessee specializing in defense litigation, bankruptcy, foreclosure, and real estate matters. He served as a

partner at Brock & Scott PLLC. Mr. Adler is also active in real estate development and asset management in Nashville as a principal

of Q&A Developments, LLC, which specializes in multi-family and mixed-use projects. Since September 2020, Mr. Adler has served as

Chairman of the Board of Directors of Freight Technologies, Inc. (Nasdaq: FRGT), a technology company offering a portfolio of proprietary

platform solutions across the supply chain process. Since November 2025, Mr. Adler has served as a director of Aero Velocity Inc., a specialized

drone technology company. Mr. Adler earned his B.A. in political science from Vanderbilt University and his J.D. from The Washington and

Lee University School of Law.

There are no arrangements

or understandings between Mr. Adler and any other person pursuant to which Mr. Adler was appointed as Chief Executive Officer and interim

Chief Financial Officer. There are no family relationships between Mr. Adler and any director or executive officer of the Company. There

are no transactions in which Mr. Adler has an interest requiring disclosure under Item 404(a) of Regulation S-K. In connection with his

appointment, Mr. Adler is no longer considered an independent director of the Company within the meaning of applicable Nasdaq listing

rules and applicable securities laws and regulations. As a result, Mr. Adler resigned from all standing committees of the Board that require

independent director membership, including the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance

Committee. Mr. Adler will continue to serve as Chairman of the Board. In connection with his appointment, the Company and Mr. Adler entered

into a Termination of Board of Directors Agreement (the “Adler Termination Agreement”), pursuant to which Mr. Adler’s

Board of Directors Agreement dated December 29, 2025 was terminated.

The foregoing summary

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

10.6 to this Form 8-K and is incorporated herein by reference.

In connection with his

appointment, the Company entered into an Employment Agreement with Mr. Adler, effective as of October 1, 2026 (the “Adler Employment

Agreement”), pursuant to which Mr. Adler will serve as Chief Executive Officer and interim Chief Financial Officer of the Company.

The initial term of the Adler Employment Agreement runs through December 31, 2027, with automatic one-year renewals unless either party

provides at least 45 days’ prior written notice of non-renewal. Under the Adler Employment Agreement, Mr. Adler will receive an

annual base salary of $300,000. The Adler Employment Agreement contains customary provisions regarding confidentiality, non-competition,

non-solicitation, non-disparagement, termination and severance.

The

foregoing summary of the Adler Employment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which

is filed as Exhibit 10.11 to this Form 8-K and is incorporated herein by reference.

In connection with Mr.

Adler’s appointment as Chief Executive Officer and interim Chief Financial Officer, on October 1, 2026, Marc Urbach, an independent

director of the Company, was appointed to serve as Chair of the Compensation Committee and a member of the Audit Committee and the Nominating

and Corporate Governance Committee of the Board.

Appointment of Joseph

La Rosa as Director of Real Estate Operations; La Rosa Board Agreement

In connection with Mr.

La Rosa’s resignation as Chief Executive Officer and interim Chief Financial Officer, the Company entered into an Amended and Restated

Employment Agreement with Joseph La Rosa, effective as of October 1, 2026 (the “La Rosa Employment Agreement”), pursuant to

which Mr. La Rosa will serve as the Company’s Director of Real Estate Operations, reporting to the Chief Executive Officer and the

Board. Mr. La Rosa is the founder of the Company and previously served as Chief Executive Officer since the Company’s inception.

There are no arrangements or understandings between Mr. La Rosa and any other person pursuant to which Mr. La Rosa was appointed to this

position. Deana La Rosa, the Chief Operating Officer of the Company, is the spouse of Joseph La Rosa. Except as disclosed elsewhere in

this Form 8-K, there are no transactions in which Mr. La Rosa has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The initial term of the

La Rosa Employment Agreement runs through December 31, 2027, with automatic one-year renewals unless either party provides at least 45

days’ notice of non-renewal. Under the La Rosa Employment Agreement, Mr. La Rosa will receive an annual base salary of $200,000.

The La Rosa Employment Agreement contains customary provisions regarding confidentiality, termination and severance.

The foregoing summary

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

10.7 to this Form 8-K and is incorporated herein by reference.

The Company also entered

into a Board of Directors Agreement with Mr. La Rosa, effective as of October 1, 2026 (the “La Rosa Board Agreement”), pursuant

to which Mr. La Rosa will continue to serve as a member of the Board. Under the La Rosa Board Agreement, Mr. La Rosa will receive a quarterly

base fee of $18,750 for his service on the Board, payable in addition to his compensation under the La Rosa Employment Agreement. The

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

The foregoing summary

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

10.8 to this Form 8-K and is incorporated herein by reference.

Amendment to Employment

Agreement with Deana La Rosa

On September 30, 2026,

the Company entered into an Amendment to Employment Agreement with Deana La Rosa (the “DLR Amendment”), amending that certain

Employment Agreement dated January 31, 2024, as previously amended, pursuant to which Ms. La Rosa serves as Chief Operating Officer of

the Company. Deana La Rosa is the spouse of Joseph La Rosa, the Company’s Director of Real Estate Operations and a member of the

Board. The DLR Amendment removes the provisions relating to non-competition, non-solicitation of clients and non-solicitation of employees

from Ms. La Rosa’s employment agreement. All other provisions of Ms. La Rosa’s employment agreement, including the confidentiality

and non-disparagement provisions, remain in full force and effect.

The foregoing summary

of the DLR Amendment is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.10 to

this Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 28, 2026,

following the approval of the Board, the Company filed the Series F Certificate of Designation with the Secretary of State of the State

of Nevada to establish the Series F Preferred Stock with 50,000 authorized shares and $1,000 stated value (the “Stated Value”)

per share. Each share of Series F Preferred Stock accrues dividends at an annual rate of 8.0%, compounding quarterly and ranks senior

to the Common Stock and all other capital stock of the Company with respect to distributions and payments upon the liquidation, dissolution

and winding up of the Company, except to the extent that holders of the Series F Preferred Stock consent to the creation of Parity Stock

or Senior Preferred Stock.

Each share of Series

F Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock at a conversion rate determined by

dividing the Conversion Amount (which is the sum of the Stated Value and any accrued and unpaid dividends and other amounts owed to such

holder) by the then applicable Conversion Price (as defined in the Series F Certificate of Designation). The initial Conversion Price

is $3.29 per share, subject to adjustment provisions for dilutive issuances, stock splits, combinations, recapitalizations and other specified

events, as well as variable-price securities. The Series F Preferred Stock is also subject to an alternate conversion (the “Alternate

Conversion”), which a holder may elect, at an alternate conversion price equal to the lower of the Conversion Price and the greater

of the Floor Price (as defined in the Series F Certificate of Designation) and 90% of the lowest VWAP (as defined in the Series F Certificate

of Designation) during the ten (10) consecutive trading day period ending and including the trading day immediately preceding delivery

of the applicable conversion notice. In the Alternate Conversion, the Conversion Amount is multiplied by the applicable Required Premium,

which is 125%, or 105% in connection with a Change of Control when no other Triggering Event (in each case as defined in the Series F

Certificate of Designation) exists. The initial Floor Price is $0.526. Until the required stockholder approval is obtained and effective,

conversions will also be subject to the Exchange Cap (as defined in the Series F Certificate of Designation).

A holder of Series F

Preferred Stock will not have the right to convert any portion of its Series F Preferred Stock to the extent that, after giving effect

to such conversion, the holder (together with certain of its affiliates and other related parties) would beneficially own in excess of

9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the “Maximum Percentage”).

However, a holder of Series F Preferred Stock, upon notice to the Company, may increase or decrease the Maximum Percentage, provided that

the Maximum Percentage in no event exceeds 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.

Any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company,

and any decrease will be effective immediately upon delivery of such notice.

Holders of Series F Preferred

Stock have no voting rights except as provided in the Series F Certificate of Designation (including the protective provisions requiring

consent of the Required Holders) or as required by the Nevada Revised Statutes. The Company is not required to redeem or pay cash or other property to holders

in connection with a Fundamental Transaction or Change of Control, except pursuant to the conversion rights set forth in the Series F

Certificate of Designation. The Company may redeem all, but not less than all, of the Series F Preferred Stock at its election, subject

to the terms of the Series F Certificate of Designation.

The foregoing summary

of the Series F Certificate of Designation is qualified in its entirety by reference to the full text thereof, a copy of which is filed

as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

Nasdaq Minimum Stockholders’

Equity Requirement

As previously disclosed,

on June 10, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that it no

longer satisfied the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under

Nasdaq Listing Rule 5550(b)(1). Since that time, management has taken a number of steps and will continue to take additional steps intended

to improve the Company’s stockholders’ equity and financial position, including cost efficiencies and the transactions described

in Items 1.01 and 2.01 above. Management believes that the Company’s stockholders’ equity, as adjusted for the steps outlined

above, is in excess of $2,500,000 as of the date of filing of this Form 8-K and, although the Company’s financial statements for

the applicable period have not yet been finalized or reviewed, management currently believes that these steps enabled the Company to regain

compliance with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1).

There can be no assurance,

however, that the Company has regained or will maintain compliance with the minimum stockholders’ equity requirement. The Company’s

stockholders’ equity is subject to review by the Company’s independent registered public accounting firm, and no assurance

can be given that such review will reflect stockholders’ equity of at least $2,500,000 as of the end of the applicable fiscal quarter

or at any time subsequent thereto, or that Nasdaq will determine that the Company has regained compliance. The Common Stock remains subject

to the continued listing requirements of Nasdaq, and the failure to regain and maintain compliance could result in the delisting of the

Common Stock.

Press release

On October 1, 2026, the

Company issued a press release with respect to the consummation of transactions pursuant to the Contribution and Purchase Agreement described

in Item 1.01 above. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains

statements that are forward-looking and as such are not historical facts. These include, without limitation, statements regarding: the

anticipated additional closings under the Settlement Agreement and/or Contribution and Purchase Agreement; the expected contribution of

additional GPUs and purchase of additional shares of Series F Preferred Stock; the anticipated issuance of Additional Settlement Shares

upon the Additional Settlement Trigger Date; the anticipated conversion of shares of Series F Preferred Stock into shares of Common Stock;

the Company’s expectation that the actions it has taken to date will assist the Company in regaining compliance with Nasdaq Listing

Rule 5550(b)(1); and the Company’s business plans, strategies and operational expectations following the management changes described

herein. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,”

“estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,”

“plans,” “might,” “possible,” “potential,” “predicts,” “may,”

“would,” “could,” “will” or “should” or, in each case, their negative or other variations

or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking

statements are based on management’s current expectations, beliefs and forecasts concerning future events impacting the Company

and by their nature involve significant risks and uncertainties. Actual results may differ materially from those expressed or implied

in such forward-looking statements. One should carefully consider the risks and uncertainties described in the “Risk Factors”

section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the other documents filed by

the Company from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

3.1

Certificate of Designation of Rights and Preferences

of Series F Convertible Preferred Stock.

10.1*

Form of Exchange Agreement, dated as of September 28,

2026.

10.2*

Form of Settlement Agreement, dated as of September

30, 2026.

10.3*

Form of Asset Contribution and Securities Purchase

Agreement, dated as of September 30, 2026.

10.4*

Form of Master Lease Agreement, dated as of September

30, 2026.

10.5

Form of Notice and Acknowledgement of Contribution

of Assets Subject to Lease, dated as of September 30, 2026.

10.6

Termination of Board of Directors Agreement with Nicholas

Adler, dated October 1, 2026.

10.7

Amended and Restated Employment Agreement with Joseph

La Rosa, dated October 1, 2026.

10.8

Board of Directors Agreement with Joseph La Rosa, dated

October 1, 2026.

10.9

Series X Super Voting Preferred Stock Side Agreement

to the Redemption Agreement, dated September 30, 2026.

10.10

Amendment to Employment Agreement with Deana La Rosa,

dated September 30, 2026.

10.11

Employment Agreement with Nicholas Adler, dated October

1, 2026.

99.1

Press Release of the Company issued on October 1, 2026.

104

Cover Page Interactive Data File (embedded with the

Inline XBRL document).

* Schedules

and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish

a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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: October 1, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Nicholas Adler

Name:

Nicholas Adler

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES F CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea030716201ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

SERIES F CONVERTIBLE PREFERRED STOCK OF

LA ROSA HOLDINGS CORP.

I, Joseph La Rosa, hereby

certify that I am the Chief Executive Officer of La Rosa Holdings Corp. (the “Company”), a corporation organized and

existing under the Nevada Revised Statutes (“NRS”), and further do hereby certify:

That pursuant to the authority

expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Articles of Incorporation,

as amended (the “Articles of Incorporation”), the Board on September 25, 2026 adopted the following resolutions determining

it desirable and in the best interests of the Company and its stockholders for the Company to create a new series of preferred stock designated

as the “Series F Convertible Preferred Stock”:

RESOLVED, that pursuant to

the authority vested in the Board, in accordance with the provisions of the Articles of Incorporation, a new series of preferred stock,

par value $0.0001 per share, of the Company be and hereby is created pursuant to this certificate of designation (this “Certificate

of Designation”), and that the designation and number of shares established pursuant hereto and the powers, preferences and

relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof

are as follows:

TERMS OF SERIES F CONVERTIBLE PREFERRED STOCK

1. Designation

and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated as the “Series

F Convertible Preferred Stock”. The authorized number of shares of Series F Convertible Preferred Stock (the “Preferred

Shares”) shall be fifty thousand (50,000) shares. Each Preferred Share shall have a par value of $0.0001 per share. Capitalized

terms not defined herein shall have the meaning as set forth in Section 32 below.

2. Ranking.

Except to the extent that each record holder (each, a “Holder”, and collectively, the “Holders”)

of Preferred Shares expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below)

in accordance with Section 16, all shares of capital stock of the Company shall be junior in rank to all Preferred Shares with respect

to the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock

is referred to herein collectively as “Junior Stock”). For the avoidance of doubt, the Preferred Shares will, with

respect to rights on liquidation, winding-up and dissolution, rank (A) junior to the Senior Preferred Stock, (B) on parity with the Parity

Stock and (C) senior to the Junior Stock. The rights of all such shares of capital stock of the Company shall be subject to the rights,

powers, preferences and privileges of the Preferred Shares. Without limiting any other provision of this Certificate of Designation, without

the affirmative vote of the Holders of a majority of the then-outstanding Preferred Shares (the “Required Holders”),

the Company shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Preferred

Shares in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company

(collectively, the “Senior Preferred Stock”), (ii) of pari passu rank to the Preferred Shares in respect of the preferences

as to distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Parity Stock”)

or (iii) any Junior Stock having a maturity date or any other date requiring redemption or repayment of such shares of Junior Stock that

is prior to the second anniversary of the first day of issuance of any Preferred Shares (the “Initial Issuance Date”).

In the event of the merger or consolidation of the Company with or into another corporation, the Preferred Shares shall maintain their

relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation shall result

inconsistent therewith.

3. Dividends.

Dividends shall accrue on each Preferred Share, on a daily basis commencing on the date of issuance of such share, at an annual rate equal

to eight percent (8.0%) of the Stated Value of such share and, to the extent accrued and unpaid, such dividends shall compound quarterly.

In addition, subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends,

the holder of the Preferred Shares shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets

of the Company legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

4. Conversion.

At any time after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock (the “Conversion Shares”), on the terms and conditions set forth in this Section 4.

(a) Holder’s

Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Initial Issuance Date, each Holder

shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly issued, fully paid and non-assessable

Conversion Shares in accordance with Section 4(c) at the Conversion Rate (as defined below). The Company shall not issue any fraction

of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock,

the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer,

stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company’s transfer

agent (the “Transfer Agent”)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion

of any Preferred Shares.

(b) Conversion

Rate. Except as otherwise provided herein, the number of Conversion Shares issuable upon conversion of any Preferred Share pursuant

to this Section 4 shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion

Rate”).

(i) For

purposes of this Certificate of Designation, the term “Conversion Amount” means, with respect to each Preferred Share,

as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) accrued and unpaid dividends and any

other amounts owed to such Holder pursuant to this Certificate of Designation or any other Transaction Documents (as defined below).

(ii) For

purposes of this Certificate of Designation, the term “Conversion Price” means, with respect to each Preferred Share,

as of any Conversion Date or other date of determination, $3.29, subject to adjustment as provided herein.

of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i) Optional

Conversion. To convert one or more Preferred Shares into Conversion Shares on any date (a “Conversion Date”),

a Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date,

a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit

A (the “Conversion Notice”) to the Company. If required by Section 4(c)(ii), within two (2) Trading Days following

a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service

for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”)

so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction

as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion

Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares

of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto

as Exhibit B, of receipt of such Conversion Notice to such Holder and the Company’s transfer agent (the “Transfer

Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance

with the terms set forth herein. On or before the first (1st) Trading Day following each date on which the Company has received

a Conversion Notice (or such earlier date as required pursuant to the 1934 Act (as defined below) or other applicable law, rule or regulation

for the settlement of a trade initiated on the applicable Conversion Date of such Conversion Shares issuable pursuant to such Conversion

Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in

the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”) and such shares

of Common Stock (i) (A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B)

such Holder provides such documentation or other information evidencing the sale of the shares of Common Stock as the Company, the Transfer

Agent or legal counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement

of a medallion guarantee or a legal opinion) or (ii) may be sold by such Holder pursuant to Rule 144 of the 1933 Act (as defined below),

as applicable (the “Resale Eligibility Conditions”), credit such aggregate number of Conversion Shares to which such

Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s balance account with DTC through

its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions

are not satisfied, upon the request of such Holder, issue and deliver (via reputable overnight courier) to the address as specified in

such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of Conversion Shares to

which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for

conversion pursuant to Section 4(c)(ii) is greater than the number of Preferred Shares being converted, then the Company shall, as soon

as practicable and in no event later than two (2) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense,

issue and mail to such Holder (or its designee) by overnight courier service a new Preferred Share Certificate or a new Book-Entry (in

either case, in accordance with Section 18(d)) representing the number of Preferred Shares not converted. The Person or Persons entitled

to receive the Conversion Shares issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder

or holders of such Conversion Shares on the Conversion Date. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice

to the Company prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred

Shares pursuant to such Conversion Notice, the Share Delivery Deadline with respect to any such Conversion Notice shall be the later

of (x) the date of issuance of such Preferred Shares and (y) the first (1st) Trading Day after the date of such Conversion Notice.

(ii) Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery

Deadline, if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to issue and deliver

to such Holder (or its designee) a certificate for the number of Conversion Shares to which such Holder is entitled and register such

Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and the Resale Eligibility

Conditions are satisfied, to credit such Holder’s or its designee’s balance account with DTC for such number of Conversion

Shares to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) and the Company

fails to promptly (x) notify such Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting

such aggregate number of shares of Common Stock to which such Holder is entitled pursuant to such conversion to such Holder’s or

its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately

foregoing clause (I) above, a “Conversion Failure”), and if on or after such Share Delivery Deadline such Holder acquires

(in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of Conversion

Shares issuable upon such conversion that such Holder is entitled to receive from the Company and has not received from the Company in

connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to such Holder,

the Company shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either:

(I) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan

costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other

Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation

to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such

Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s

conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation

to so issue and deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account

of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled

upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any)

of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the

Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of

such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). In addition to the foregoing, if

on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not

satisfied, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such Conversion Shares

on the Company’s share register or, if the Transfer Agent is participating in the FAST and the Resale Eligibility Conditions are

satisfied, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable,

with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant

to the Company’s obligation pursuant to clause (ii) below, then, in addition to all other remedies available to such Holder, (X)

the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such Conversion Shares

is not timely effected an amount equal to 2% of the product of (A) the sum of the number of Conversion Shares not issued to such Holder

on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) any trading price of the Common Stock

selected by such Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on

the applicable Share Delivery Deadline and (Y) such Holder, upon written notice to the Company, may void its Conversion Notice with respect

to, and retain or have returned, as the case may be, all, or any portion, of such Preferred Shares that has not been converted pursuant

to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any

payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(ii) or otherwise. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing

Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of the Preferred Shares as required pursuant

to the terms hereof.

(iii) Registration;

Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by

electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in

Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”)

for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and

whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered Preferred

Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and

each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share for

all purposes notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration

of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred

Shares by such Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered

Preferred Shares in the same aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated

assignee or transferee pursuant to Section 18, provided that if the Company does not so record an assignment, transfer or sale (as

the case may be) of such Registered Preferred Shares within two (2) Business Days of such a request, then the Register shall be automatically

deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in

this Section 4, following conversion of any Preferred Shares in accordance with the terms hereof, the applicable Holder shall not

be required to physically surrender such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A)

the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which

event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(ii)) or (B) such Holder has provided

the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares

upon physical surrender of the applicable Preferred Share Certificate. Each Holder and the Company shall maintain records showing the

Stated Value converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall

use such other method, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of a Preferred

Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value converted and/or paid (as the

case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then

the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, the records

of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative

in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that,

by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented

by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall

bear the following legend:

ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE

SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY’S CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES F CONVERTIBLE PREFERRED

STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(ii) THEREOF. THE NUMBER OF SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK

REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF

PURSUANT TO SECTION 4(c)(ii) OF THE CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK REPRESENTED

BY THIS CERTIFICATE.

(iv) Pro

Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion

Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert from

each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted

for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the

aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of Conversion Shares

issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of Conversion

Shares not in dispute and resolve such dispute in accordance with Section 23. If a Conversion Notice delivered to the Company would result

in a breach of Section 4(d) below, and the applicable Holder does not elect in writing to withdraw, in whole, such Conversion Notice,

the Company shall hold such Conversion Notice in abeyance until such time as such Conversion Notice may be satisfied without violating

Section 4(d) below (with such calculations thereunder made as of the date such Conversion Notice was initially delivered to the Company).

(d) Limitation

on Beneficial Ownership.

(i) Beneficial

Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not

have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of

Designation and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such

conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99% (the “Maximum

Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the

foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties

shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares

of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made,

but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially

owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion

of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants,

including the Preferred Shares) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion

or exercise analogous to the limitation contained in this Section 4(d). For purposes of this Section 4(d), beneficial ownership shall

be calculated in accordance with Section 13(d) of the 1934 Act. For the avoidance of doubt, the calculation of the Maximum Percentage

shall take into account the concurrent exercise and/or conversion, as applicable, of the unexercised or unconverted portion of any other

securities of the Company beneficially owned by such Holder and/or any other Attribution Party, as applicable. For purposes of determining

the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the

Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most

recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the

case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent,

if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If

the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less

than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then

outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined

pursuant to this Section 4(d), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of

Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder,

the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Holder the number of shares

of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect

to the conversion or exercise of securities of the Company, including such Preferred Shares, by such Holder and any other Attribution

Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common

Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section

13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be

cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice

to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day

after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified

in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)

day after such notice is delivered to the Company, (ii) any such decrease in the Maximum Percentage will be effective immediately upon

delivery of such notice, and (iii) any such increase or decrease will apply only to such Holder and the other Attribution Parties and

not to any other Holder that is not an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock issuable

to a Holder pursuant to the terms of this Certificate of Designation in excess of the Maximum Percentage shall not be deemed to be beneficially

owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to

convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph

with respect to any subsequent determination of convertibility. The provisions of this paragraph shall not be construed and implemented

in a manner otherwise than in strict conformity with the terms of this Section 4(d) to the extent necessary to correct this paragraph

(or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained

in this Section 4(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation

contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

(ii) Principal

Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise pursuant

to the terms of this Certificate of Designation if the issuance of such shares of Common Stock would exceed the aggregate number of shares

of Common Stock which the Company may issue upon conversion of the Preferred Shares without breaching the Company’s obligations

under the rules and regulations or the listing rules of the Principal Market (the maximum number of shares of Common Stock which may be

issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply

in the event that the Company obtains the approval of its stockholders as required by the applicable rules and regulations of the Principal

Market for issuances of shares of Common Stock in excess of such amount. Until such approval is obtained, no Holder shall be issued in

the aggregate, upon conversion of any Preferred Shares, shares of Common Stock in an amount greater than the product of (i) the Exchange

Cap as of the Initial Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Preferred Shares issued to such Holder

on the Initial Issuance Date, divided by (2) the aggregate number of shares of Preferred Shares and Parity Stock outstanding as of the

Initial Issuance Date (with respect to each Holder, the “Exchange Cap Allocation”). In the event that any Holder shall

sell or otherwise transfer any of such Holder’s Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder’s

Exchange Cap Allocation with respect to such portion of such Preferred Shares so transferred, and the restrictions of the prior sentence

shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion

in full of a Holder’s Preferred Shares, the difference (if any) between such Holder’s Exchange Cap Allocation and the number of

shares of Common Stock actually issued to such Holder upon such Holder’s conversion in full of such Preferred Shares shall be allocated,

to the remaining holders of Preferred Shares and Parity Stock on a pro rata basis in proportion to the shares of Common Stock underlying

the shares of preferred stock of the Company then held by each such holder of Preferred Shares and/or Parity Stock, as applicable.

(e) Right

of Alternate Conversion.

(i) General.

Subject to Section 4(d), at any time and from time to time, such Holder may, at such Holder’s option, by delivery of a Conversion

Notice to the Company (the date of any such Conversion Notice, each an “Alternate Conversion Date”), convert all, or

any number of Preferred Shares held by such Holder into shares of Common Stock at the Alternate Conversion Price (each, an “Alternate

Conversion”).

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any number of Preferred Shares held by

such Holder pursuant to Section 4(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes

hereunder with respect to such Alternate Conversion and with “the applicable Required Premium multiplied by the Conversion Amount”

replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate in Section 4(b) above with respect to such

Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 4(e)(ii) of this Certificate of Designation

that such Holder is electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary in this

Section 4(e)(ii), but subject to Section 4(d), until the Company delivers to such Holder the shares of Common Stock to which such Holder

is entitled pursuant to the applicable Alternate Conversion of such Holder’s Preferred Shares, such Preferred Shares may be converted

by such Holder into shares of Common Stock pursuant to Section 4(c) without regard to this Section 4(e)(ii). In the event of an Alternate

Conversion pursuant to this Section 4(e)(ii) of all, or any portion, of any Preferred Shares of a Holder, such Holder’s damages

would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty

of the availability of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this

Section 4(e)(ii), together the Alternate Conversion Price used in such Alternate Conversion, as applicable, is intended by the parties

to be, and shall be deemed, a reasonable estimate of, such Holder’s actual loss of its investment opportunity and not as a penalty.

5. Triggering

Events.

(a) General.

Each of the following events shall constitute a “Triggering Event” and each of the events in clauses 5(a)(vii) and

5(a)(viii) shall constitute a “Bankruptcy Triggering Event”:

(i) the

suspension (or threatened suspension) from trading or the failure (or threatened failure) of the shares of Common Stock to be traded or

listed (as applicable) on an Eligible Market for a period of one (1) Trading Day, or the delisting or removal from quotation of the shares

of Common Stock from an Eligible Market;

(ii) the

Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5)

Trading Days after the applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral, to any holder

of Preferred Shares, including, without limitation, by way of public announcement or through any of its agents, at any time, of its intention

not to comply, as required, with a request for conversion of any Preferred Shares into shares of Common Stock that is requested in accordance

with the provisions of this Certificate of Designation, other than pursuant to Section 4(c)(iv) hereof;

(iii) [Reserved];

(iv) the

Company’s failure to pay to any Holder any amount when and as due under this Certificate of Designation, the Exchange Agreement

or any other agreement, document, certificate or other instrument delivered with or to such Holder in connection with the transactions

contemplated hereby and thereby with respect to which such Holder acquired its Preferred Shares (in each case, whether or not permitted

pursuant to the NRS);

(v) the

Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the applicable Holder upon conversion

of any Preferred Shares or the conversion or exercise (as the case may be) of any other Convertible Securities held by such Holder as

and when required hereby or thereby, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains

uncured for at least five (5) days;

(vi) [Reserved];

(vii) bankruptcy,

insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against

the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within

sixty (60) days of their initiation;

(viii) the

commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,

insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent

by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary

case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the

commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking

reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to

the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official

of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors,

or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission

by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company or any

Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure

sale or any other similar action under federal, state or foreign law;

(ix) the

entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary

or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar

law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or approving

as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company

or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing

a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any

substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order,

judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period

of sixty (60) consecutive days;

(x) [Reserved];

(xi) other

than as specifically set forth in another clause of this Section 5(a), the Company or any Subsidiary breaches any representation or warranty

in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be

breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the case of a breach of a

covenant or other term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive Trading Days;

(xii) a

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Triggering Event

has occurred;

(xiii) any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this Certificate of Designation;

(xiv) [Reserved];

(xv) any

Material Adverse Effect occurs; or

(xvi) any

provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be

valid and binding on or enforceable against the Company, or the validity or enforceability thereof shall be contested, directly or indirectly,

by the Company or any Subsidiary, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having

jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof or the Company or any of its Subsidiaries

shall deny in writing that it has any liability or obligation purported to be created under one or more Transaction Documents.

(b) Notice

of a Triggering Event. Upon the occurrence of a Triggering Event with respect to the Preferred Shares, the Company shall within two

(2) Business Days deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified) (a “Triggering

Event Notice”) to each Holder.

Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that

is then required or in process, upon any Bankruptcy Triggering Event, the Company shall immediately redeem, in cash, each of the Preferred

Shares then outstanding at a redemption price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied

by (B) the Required Premium and (ii) the product of (X) the Conversion Rate (calculated using the lowest Alternate Conversion Price during

the period commencing on the 20th Trading Day immediately preceding such public announcement and ending on the date the Company makes

the entire redemption payment pursuant to this Section 5(b)) with respect to the Conversion Amount in effect immediately following the

date of initial public announcement (or public filing of bankruptcy documents, as applicable) of such Bankruptcy Triggering Event multiplied

by (Y) the product of (1) the Required Premium multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day

during the period commencing on the date immediately preceding such Bankruptcy Triggering Event and ending on the date the Company makes

the entire payment required to be made under this Section 5(b), without the requirement for any notice or demand or other action by any

Holder or any other person or entity, provided that a Holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy

Triggering Event, in whole or in part, and any such waiver shall not affect any other rights of such Holder or any other Holder hereunder,

including any other rights in respect of such Bankruptcy Triggering Event or any right to conversion (or Alternate Conversion), as applicable.

6. Rights

Upon Fundamental Transactions.

(a) Assumption.

The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the

obligations of the Company under this Certificate of Designation and the other Transaction Documents pursuant to written agreements in

form and substance reasonably satisfactory to the Required Holders, including agreements to deliver to each Holder a security of the Successor

Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designation (including, the

right to convert into equity securities of the Successor Entity) and (ii) the Successor Entity (including its Parent Entity) is a publicly

traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental

Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,

the provisions of this Certificate of Designation referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of

Designation and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein

and therein.

(b) Conversion

Right Upon Fundamental Transaction. Upon the consummation of any Fundamental Transaction, each Holder shall have the right, at its

sole option, to convert some or all of its Preferred Shares into the number of shares of Common Stock of the Successor Entity (or Parent

Entity), or the equivalent equity securities issued in such transaction, that such Holder would have been entitled to receive upon conversion

of such Preferred Shares immediately prior to the consummation of the Fundamental Transaction, subject to the terms and conditions of

this Certificate of Designation.

Mandatory Redemption or Cash Payment. Notwithstanding anything to the contrary herein, neither the Company nor the Successor Entity

shall be required to redeem, repurchase, or otherwise pay cash or other property to any Holder in connection with any Fundamental Transaction

or Change of Control, except pursuant to the conversion rights set forth in Section 6(b) or pursuant to Section 4. Any redemption or repurchase

of Preferred Shares shall occur only at the sole option of the Company in accordance with Section 9.

(d) Successive

Fundamental Transactions. The provisions of this Section 6 shall apply similarly and equally to successive Fundamental Transactions

and shall be applied without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate of Designation.

7. Rights

Upon Issuance of Purchase Rights and Other Corporate Events.

(a) Purchase

Rights. In addition to any adjustments pursuant to Section 8 and Section 15 below, if at any time the Company grants, issues or sells

any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially

all of the record holders of any class of Common Stock (the “Purchase Rights”), then each Holder will be entitled to

acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such

Holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares (without taking into

account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that all the Preferred

Shares were converted at the Alternate Conversion Price as of the applicable record date) held by such Holder immediately prior to the

date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of

which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided,

however, to the extent that such Holder’s right to participate in any such Purchase Right would result in such Holder and the other

Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Purchase Right to

such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of

such Purchase Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held

in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended

by such number of days held in abeyance, if applicable) for the benefit of such Holder until such time or times, if ever, as its right

thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such

Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent

Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,

such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation.

(b) Other

Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental

Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or

in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure

that each Holder will thereafter have the right, at such Holder’s option, to receive upon a conversion of all the Preferred Shares

held by such Holder (i) such securities or other assets (the “Corporate Event Consideration”) to which such Holder

would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the

consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred

Shares set forth in this Certificate of Designation) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion,

such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate

Event in such amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been issued

with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration

commensurate with the Conversion Rate of an Alternate Conversion. Provision made pursuant to the preceding sentence shall be in a form

and substance reasonably satisfactory to the Required Holders. The provisions of this Section 7 shall apply similarly and equally to successive

Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares set forth

in this Certificate of Designation.

8. Rights

Upon Issuance of Other Securities.

(a) Adjustment

of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Initial Issuance Date the Company grants, issues

or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 8(a) is deemed to have granted, issued

or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account

of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration

per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to

such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the

“Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive

Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing

(including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 8(a)), the following

shall be applicable:

(i) Issuance

of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options

and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon

conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the

terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued

and sold by the Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section

8(a)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option

or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant

to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or

receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise

of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise

pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable

(or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or

exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2)

the sum of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock

upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible

Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including,

without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit

conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options

or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange

of such Convertible Securities.

(ii) Issuance

of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible

Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or

exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be

deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution

of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section

8(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise

or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts

of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale (or

pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such

Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security

for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise

or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such

Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement to

issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including,

without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the

holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities

or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any

Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 8(a), except

as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

(iii) Change

in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,

if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities

are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional

changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 8(a) below), the Conversion

Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at

such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration

or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section

8(a)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that

was outstanding as of the Initial Issuance Date) are increased or decreased in the manner described in the immediately preceding sentence,

then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof

shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(a) shall be

made if such adjustment would result in an increase of the Conversion Price then in effect.

(iv) Calculation

of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance

or sale or deemed issuance or sale of any other securities of the Company (as determined by the Required Holders, the “Primary

Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”

and together with the Primary Security, each a “Unit”), together comprising one integrated transaction (or one or more

transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least one investor

or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing),

the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the

purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which

one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security and (z) the lowest VWAP on any

Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement

of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening of the applicable

Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and if any Preferred

Shares are converted, on any given Conversion Date during any such Adjustment Period, solely with respect to such Preferred Shares converted

on such applicable Conversion Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day

immediately prior to such Conversion Date). If any shares of Common Stock, Options or Convertible Securities are issued or sold for a

consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration,

except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company

for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding

the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity

in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be

the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common

Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded

securities will be determined jointly by the Company and the Required Holder. If such parties are unable to reach agreement within ten

(10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration

will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent,

reputable appraiser jointly selected by the Company and the Required Holder. The determination of such appraiser shall be final and binding

upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(v) Record

Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend

or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares

of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the

shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

(b) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 7 or Section 15, if

the Company at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, stock combination, recapitalization

or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion

Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 7 or

Section 15, if the Company at any time on or after the Initial Issuance Date combines (by any stock split, stock dividend, stock combination,

recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of

shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant

to this Section 8(a) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring

an adjustment under this Section 8(a) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of

such Conversion Price shall be adjusted appropriately to reflect such event.

Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 8(c), if

the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible

Securities (other than pursuant to a Permitted ATM) (any such securities, “Variable Price Securities”) after the Subscription

Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price

which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price,

but exclusive of such formulations reflecting share splits, share combinations, and share dividends (each of the formulations for such

variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof

via electronic mail and overnight courier to each Holder on the date of such agreement and/or the issuance of such shares of Common Stock,

Convertible Securities or Options, as applicable. From and after the date the Company enters into such agreement or issues any such Variable

Price Securities, each Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for

the Conversion Price upon conversion of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion of

Preferred Shares that solely for purposes of such conversion such Holder is relying on the Variable Price rather than the Conversion Price

then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of Preferred Shares shall not obligate

such Holder to rely on a Variable Price for any future conversions of Preferred Shares.

(d) Stock

Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split,

stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination

Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than

the Conversion Price then in effect (after giving effect to the adjustment in Section 8(a) above), then on the tenth (10th) Trading Day

immediately following such Stock Combination Event Date, the Conversion Price then in effect on such tenth (10th) Trading Day (after giving

effect to the adjustment in Section 8(a) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance

of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Conversion Price hereunder,

no adjustment shall be made.

(e) Other

Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,

or, if applicable, would not operate to protect any Holder from dilution or if any event occurs of the type contemplated by the provisions

of this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation

rights, phantom stock rights or other rights with equity features), then the Board shall in good faith determine and implement an appropriate

adjustment in the Conversion Price so as to protect the rights of such Holder, provided that no such adjustment pursuant to this Section

8(a) will increase the Conversion Price as otherwise determined pursuant to this Section 8, provided further that if such Holder does

not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Board and such Holder

shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,

whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.

(f) Calculations.

All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable.

The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the

Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(g) Voluntary

Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time any Preferred Shares

remain outstanding, with the prior written consent of the Required Holder, reduce the then current Conversion Price to any amount and

for any period of time deemed appropriate by the Board.

9. Redemption

at the Company’s Election. At any time, the Company shall have the right to redeem all, but not less than all, of the Preferred

Shares then outstanding (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as

defined below) (a “Company Optional Redemption”). The Preferred Shares subject to redemption pursuant to this Section

9 shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”) equal to the greater

of (i) the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate

with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing

Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional

Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be

made under this Section 9. The Company may exercise its right to require redemption under this Section 9 by delivering a written notice

thereof by electronic mail and overnight courier to all, but not less than all, of the Holders (the “Company Optional Redemption

Notice” and the date all of the Holders received such notice is referred to as the “Company Optional Redemption Notice

Date”). Such Company Optional Redemption Notice shall be irrevocable; provided that the Company Optional Redemption Notice may

be conditioned upon the consummation of a refinancing transaction or a Going Private Transaction. The Company Optional Redemption Notice

shall (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”)

which date shall not be less than ten (10) Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption

Notice Date, and (y) state the aggregate Conversion Amount of the Preferred Shares which is being redeemed in such Company Optional Redemption

from such Holder and all of the other Holders of the Preferred Shares pursuant to this Section 9 on the Company Optional Redemption Date.

The Company shall deliver the applicable Company Optional Redemption Price to each Holder in cash on the applicable Company Optional Redemption

Date. Notwithstanding anything herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in

full, the Company Optional Redemption Amount may be converted, in whole or in part, by any Holder into shares of Common Stock pursuant

to Section 4. All Conversion Amounts converted by a Holder after the Company Optional Redemption Notice Date shall reduce the Company

Optional Redemption Amount of the Preferred Shares of such Holder required to be redeemed on the Company Optional Redemption Date. In

the event of the Company’s redemption of any of the Preferred Shares under this Section 9, a Holder’s damages would be uncertain

and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability

of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this Section 9 is intended

by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and

not as a penalty. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Triggering

Event has occurred and is continuing, but any Triggering Event shall have no effect upon any Holder’s right to convert Preferred

Shares in its discretion. Notwithstanding the foregoing, with respect to a Going Private Transaction, the Company may effect a Company

Optional Redemption under this Section 9, but with “Change of Control Election Price” replacing “Company Optional Redemption

Price” for all purposes in this Section 9 in connection therewith.

10. Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, bylaws or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designation, and

will at all times in good faith carry out all the provisions of this Certificate of Designation and take all action as may be required

to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision of this Certificate

of Designation or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable

upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion

of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available

out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares,

the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares

then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary,

if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s

Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use

its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to

effect such conversion into shares of Common Stock.

11. Authorized

Shares.

(a) Reservation.

So long as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common

Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions, of all of

the Preferred Shares then outstanding at the Floor Price then in effect (without regard to any limitations on conversions) (the “Required

Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved)

shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on the Initial Issuance

Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event

that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata

portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases

to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of the Preferred

Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation to any other of

the securities of the Company held by such Holder (or any of its designees) by delivery of a written notice to the Company.

(b) Insufficient

Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, at any time while any of the Preferred Shares

remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation

to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve

Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the

Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount

for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the

date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized

Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares

of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its

best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board

of directors to recommend to the stockholders that they approve such proposal (or, if a majority of the voting power then in effect of

the capital stock of the Company consents to such increase, in lieu of such proxy statement, deliver to the stockholders of the Company

an information statement that has been filed with (and either approved by or not subject to comments from) the SEC with respect thereto).

Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company is able to obtain the written consent of

a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares

of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information

Statement on Schedule 14C. Nothing contained in Section 11(a) or this Section 11(b) shall limit any obligations of the Company under any

provision of any Transaction Document.

12. Voting

Rights. The holders of the Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a

separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting

of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided

in the Section 16 or as otherwise required by the NRS.

13. [Reserved].

14. Liquidation,

Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of

the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”),

before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding,

an amount per Preferred Share equal to the greater of (A) 125% of the Conversion Amount of such Preferred Share on the date of such payment

and (B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior

to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders

of shares of Parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal

to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance

with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to

all holders of Preferred Shares and all holders of shares of Parity Stock. To the extent necessary, the Company shall cause such actions

to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to

be distributed to the Holders in accordance with this Section 14. All the preferential amounts to be paid to the Holders under this Section

14 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any

Liquidation Funds of the Company to the holders of shares of Junior Stock in connection with a Liquidation Event as to which this Section

14 applies.

15. Distribution

of Assets. In addition to any adjustments pursuant to Section 7 and Section 8, if the Company shall declare or make any dividend or

other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return

of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares

of Common Stock acquirable upon complete conversion of the Preferred Shares (without taking into account any limitations or restrictions

on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred Share was converted at the Alternate Conversion

Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such

record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,

however, that to the extent that such Holder’s right to participate in any such Distribution would result in such Holder

and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution

to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result

of such Distribution (and beneficial ownership) to such extent of any such excess) and the portion of such Distribution shall be held

in abeyance for the benefit of such Holder until such time or times as its right thereto would not result in such Holder and the other

Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such Distribution (and

any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same

extent as if there had been no such limitation).

16. Vote

to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written

consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without

first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required

Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its

Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred

stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided

for the benefit of the Preferred Shares hereunder, regardless of whether any such action shall be by means of amendment to the Certificate

of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of

shares of Series F Convertible Preferred Stock; (c) without limiting any provision of Section 2, create or authorize (by reclassification

or otherwise) any new class or series of Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or redeem any shares of Junior

Stock (other than pursuant to the terms of the Company’s equity incentive plans and options and other equity awards granted under

such plans (that have in good faith been approved by the Board)); (e) without limiting any provision of Section 2, pay dividends or make

any other distribution on any shares of any Junior Stock; (f) issue any Preferred Shares other than as contemplated hereby or pursuant

to the Exchange Agreement; or (g) without limiting any provision of Section 14, whether or not prohibited by the terms of the Preferred

Shares, circumvent a right of the Preferred Shares hereunder.

17. Transfer

of Preferred Shares. A Holder may offer, sell or transfer some or all of its Preferred Shares without the consent of the Company subject

to the applicable provisions of any Transaction Document.

18. Reissuance

of Preferred Share Certificates and Book Entries.

(a) Transfer.

If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate to the

Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company

will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 18(d)) (or

evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred

Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new

Preferred Share Certificate (in accordance with Section 18(d)) to such Holder representing the outstanding number of Preferred Shares

not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee,

by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason

of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number of Preferred

Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred Shares.

(b) Lost,

Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of

the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification

contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance

with Section 18(d)) representing the applicable outstanding number of Preferred Shares.

Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate is exchangeable,

upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred

Share Certificate(s) or new Book-Entry (in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the

Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate and/or new Book-Entry, as

applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate as

is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred

Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or more new Book-Entries

(in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original Book-Entry,

and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding number

of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at the time of such surrender.

(d) Issuance

of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate or a

new Book-Entry pursuant to the terms of this Certificate of Designation, such new Preferred Share Certificate or new Book-Entry (i) shall

represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred

Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section 18(a)

or Section 18(c), the number of Preferred Shares designated by such Holder) which, when added to the number of Preferred Shares represented

by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection with such issuance, does not

exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry, as

applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable, and (ii) shall have

an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which is

the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.

19. Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall

be cumulative and in addition to all other remedies available under this Certificate of Designation and any of the other Transaction Documents,

at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit any Holder’s

right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designation.

No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver

thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercise

thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of a Holder at law or equity

or under this Certificate of Designation or any of the documents shall not be deemed to be an election of such Holder’s rights or

remedies under such documents or at law or equity. The Company covenants to each Holder that there shall be no characterization concerning

this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion

and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall not, except as expressly provided

herein, be subject to any other obligation of the Company (or the performance thereof). In addition, the exercise of any right or remedy

of any Holder at law or equity or under Preferred Shares or any of the documents shall not be deemed to be an election of such Holder’s

rights or remedies under such documents or at law or equity. The Company acknowledges that a breach by it of its obligations hereunder

will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore agrees

that, in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies,

to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction

in any such case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide

all information and documentation to a Holder that is requested by such Holder to enable such Holder to confirm the Company’s compliance

with the terms and conditions of this Certificate of Designation.

20. Payment

of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection or enforcement

or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate

of Designation with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designation or (b) there occurs

any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving

a claim under this Certificate of Designation, then the Company shall pay the costs reasonably incurred by such Holder for such collection,

enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,

attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Certificate of Designation

with respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase price paid for each Preferred Share

was less than the original Stated Value thereof.

21. Construction;

Headings. This Certificate of Designation shall be deemed to be jointly drafted by the Company and the Holders and shall not be construed

against any such Person as the drafter hereof. The headings of this Certificate of Designation are for convenience of reference and shall

not form part of, or affect the interpretation of, this Certificate of Designation. Unless the context clearly indicates otherwise, each

pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”

“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without

limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this

entire Certificate of Designation instead of just the provision in which they are found. Unless expressly indicated otherwise, all section

references are to sections of this Certificate of Designation. Terms used in this Certificate of Designation and not otherwise defined

herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in

such other Transaction Documents unless otherwise consented to in writing by the Required Holders.

22. Failure

or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all Holders

and shall not be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing contained in this Section

22 shall permit any waiver of any provision of Section 4(d).

23. Dispute

Resolution.

(a) Submission

to Dispute Resolution.

(i) In

the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, a VWAP

or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable redemption price (as the case may be) (including,

without limitation, a dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case

may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days after the

occurrence of the circumstances giving rise to such dispute or (B) if by such Holder at any time after such Holder learned of the circumstances

giving rise to such dispute. If such Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price,

such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic

calculation of such Conversion Rate or such applicable redemption price (as the case may be), at any time after the second (2nd)

Business Day following such initial notice by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder

(as the case may be), then such Holder may, with the consent of the Company (not to be unreasonably withheld, conditioned or delayed),

select an independent, reputable investment bank to resolve such dispute.

(ii) Such Holder and

the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the

first sentence of this Section 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no

later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such Holder selected

such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses

(A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed

that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline,

then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its

right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment

bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to

the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwise requested by

such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentation or other support

to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The Company

and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such Holder of

such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The dispute shall be governed

by the laws of the state of Nevada, and hearings held by the arbitrator, if any, shall take place in Reno, Nevada or such other location

as mutually agreed between the parties. The fees and expenses of such investment bank shall be borne by the party in whose favor the investment

bank decides such dispute or, in the event that the investment bank determines that the applicable calculation is in between the amounts

submitted by the Company and such Holder, then half of such fees and expenses shall be borne by the Company and half of such fees and

expenses shall be borne by the Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all

parties absent manifest error, subject to NRS 38.241 and NRS 38.242.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate between the Company and each

Holder (and constitutes an arbitration agreement) under the rules then in effect under the Nevada Uniform Arbitration Act of 2000, (ii)

the terms of this Certificate of Designation and each other applicable Transaction Document shall serve as the basis for the selected

investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)

to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank

in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations

and the like to the terms of this Certificate of Designation and any other applicable Transaction Documents, (iii) the applicable Holder

(and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall have the right to submit

any dispute described in this Section 23 to any state or federal court sitting in Reno, Nevada, in lieu of utilizing the procedures set

forth in this Section 23 and (iv) nothing in this Section 23 shall limit such Holder from obtaining any injunctive relief or other equitable

remedies (including, without limitation, with respect to any matters described in this Section 23).

24. Notices;

Currency; Payments.

(a) Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Certificate of Designation

must be in writing and will be deemed to have been delivered on the earliest of: (i) upon receipt, when delivered personally; (ii) upon

receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending

party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail

could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day

delivery specified, in each case, properly addressed to the party to receive the same. The mailing address and e-mail address for any

such communications to the Company shall be: 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 Attention: Chief

Executive Officer, e-mail address: joe@larosarealtycorp.com, or such other mailing address and/or e-mail address as the Company has specified

by written notice given to each of the Holders in accordance with this Section 24 not later than five (5) days prior to the effectiveness

of such change. The mailing address and e-mail address for any such communications to any Holder shall be as set forth on such Holder’s

respective signature page to the Exchange Agreement, or such other mailing address and/or e-mail address as such Holder has specified

by written notice given to the Company in accordance with this Section 24 not later than five (5) days prior to the effectiveness of such

change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically

or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by an

overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service

in accordance with clause (i), (ii) or (iii) above, respectively.

(b) The

Company shall provide each Holder with prompt written notice of all actions taken pursuant to this Certificate of Designation, including

in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company

shall give written notice to each Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail,

and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its

books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, or (B) for determining rights to vote

with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known

to the public prior to or in conjunction with such notice being provided to such Holder.

All dollar amounts referred to in this Certificate of Designation are in United States Dollars (“U.S. Dollars”), and

all amounts owing under this Certificate of Designation shall be paid in U.S. Dollars. All amounts denominated in other currencies (if

any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange

Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Certificate of Designation,

the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed

that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such

period of time).

(d) Payments.

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designation, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately

available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever

any amount expressed to be due by the terms of this Certificate of Designation is due on any day which is not a Business Day, the same

shall instead be due on the next succeeding day which is a Business Day.

25. Waiver

of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of Designation

or any other Transaction Documents.

26. Governing

Law. This Certificate of Designation shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Certificate of Designation shall be governed by, the internal laws of the State of Nevada,

without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of Nevada. Except as otherwise required by Section

23 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Reno, Nevada,

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such

suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted

by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action

against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder, to realize on any collateral

or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit,

or shall be deemed or construed to limit, any provision of Section 23 above. THE COMPANY AND EACH HOLDER HEREBY IRREVOCABLY WAIVES

ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH

OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATION OR ANY TRANSACTION CONTEMPLATED HEREBY.

27. Judgment

Currency.

(a) If

for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 27 referred to as the “Judgment Currency”)

an amount due in U.S. Dollars under this Certificate of Designation, the conversion shall be made at the Exchange Rate prevailing on the

Trading Day immediately preceding:

(i) the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii) the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 27(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If

in the case of any proceeding in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency

stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Certificate of Designation.

28. Reserved.

29. Severability.

If any provision of this Certificate of Designation is prohibited by law or otherwise determined to be invalid or unenforceable by a court

of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply

to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect

the validity of the remaining provisions of this Certificate of Designation so long as this Certificate of Designation as so modified

continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited

nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal

obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties

will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the

effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

30. Maximum

Payments. Without limiting any provision contained in the Securities Purchase Agreement, nothing contained herein shall be deemed

to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the

event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments

in excess of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

31. Stockholder

Matters; Amendment.

(a) Stockholder

Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the NRS, the

Articles of Incorporation, this Certificate of Designation or otherwise with respect to the issuance of Preferred Shares may be effected

by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance

with the applicable rules and regulations of the NRS. This provision is intended to comply with the applicable sections of the NRS permitting

stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b) Amendment.

Except for Section 4(d)(i), which may not be amended or waived hereunder, this Certificate of Designation or any provision hereof may

be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance

with the NRS, of the Required Holders, voting separate as a single class, and with such other stockholder approval, if any, as may then

be required pursuant to the NRS and the Articles of Incorporation. Except (a) to the extent

otherwise expressly provided in this Certificate of Designation or the Certificate of Incorporation with respect to voting or approval

rights of a particular class or series of capital stock or (b) to the extent otherwise provided pursuant to the NRS, the holders

of each outstanding class or series of shares of the Company shall not be entitled to vote as a separate voting group on any amendment

to the terms of this Certificate of Designation with respect to which such class or series would otherwise be entitled under the NRS to

vote as a separate voting group.

32. Certain

Defined Terms. For purposes of this Certificate of Designation, the following terms shall have the following meanings:

(a)

“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(b)

“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights of the type described in

Section 7(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect

to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(d) “Affiliate”

or “Affiliated” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(e) “Alternate

Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable

Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the

Floor Price and (y) 90% of the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including

the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate

Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock

combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate

Conversion Measuring Period.

(f) “Approved

Stock Plan” means any employee benefit plan or agreement which has been approved by the Board prior to or subsequent to the

Initial Issuance Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,

officer, consultant or director for services provided to the Company in their capacity as such.

(g)

“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,

any funds, feeder funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed

or advised by a Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such

Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with such Holder or any

of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of

the foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.

(h) “Bloomberg”

means Bloomberg, L.P.

(i) “Book-Entry”

means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of a Preferred Share Certificate issuable

hereunder.

(j) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any Governmental Authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(k) “Cash”

of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained in accordance with GAAP,

and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and its wholly owned

Subsidiaries on a consolidated basis on such date.

(l) “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to

elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization,

recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction

of incorporation of the Company or any of its Subsidiaries.

(m) “Change

of Control Election Price” means, with respect to any given Change of Control, such price equal to the greatest of (i) the product

of (A) the Required Premium multiplied by (B) the Conversion Amount of the Preferred Shares subject to the applicable election, as applicable,

(ii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed or exchanged, as applicable, multiplied by (B) the

quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date

immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement

of such Change of Control and ending on the date the Company delivers the Company Optional Redemption Notice by (II) the Alternate Conversion

Price then in effect, and (iii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed multiplied by (B) the

quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock

to be paid to such holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration

constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading

Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately

following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day

immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect.

(n) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or

last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed

or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of

such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing

bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,

respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular

date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date

shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders

are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures

in Section 23. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

(o) “Code”

means the Internal Revenue Code of 1986, as amended.

(p) “Common

Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock into

which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(q) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(r) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the

Nasdaq Capital Market.

(s) “Eligible

Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance sheet of

the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under the Company’s investment

policies as in effect on the Issuance Date or approved thereafter by the Company’s Board of Directors.

(t) “Event

Market Price” means, with respect to any Stock Combination Event Date, 100% of the quotient determined by dividing (x) the sum

of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15)

consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such

Stock Combination Event Date, divided by (y) five (5).

(u) “Exchange

Agreement” means that certain Exchange Agreement, dated as of September 25, 2026, by and among the Company and the holders signatory

thereto.

(v) “Excluded

Securities” means the issuance of (i) shares of Common Stock or standard options to purchase shares of Common Stock to directors,

officers, service providers, consultants, real estate sales agents or employees of the Company or any Subsidiary in their capacity as

such pursuant to an Approved Stock Plan of the Company or such agreements with such directors, officers, service providers, consultants,

real estate sales agents or employees of the Company or any Subsidiary existing as of the date of this Agreement, provided that (A) all

such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) pursuant to this clause (i) do

not, in the aggregate, exceed more than 5.0%, in any fiscal year, of the shares of Common Stock issued and outstanding as of December

31st for the immediately preceding fiscal year and (B) the exercise price of any such options is not lowered, none of

such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options

are otherwise materially changed in any manner that adversely affects the Holders; (ii) shares of Common stock issued upon the conversion

or exercise of Convertible Securities (other than standard options to purchase shares of Common Stock issued pursuant to an Approved Stock

Plan or such agreements with such directors, officers or employees of the Company existing as of the date of this Agreement that are covered

by clause (i) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case

may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case

may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of the Exchange Agreement,

the conversion, exercise or issuance price of any such Convertible Securities (other than standard options to purchase shares of Common

Stock issued pursuant to an Approved Stock Plan or such agreements with such directors, officers or employees of the Company existing

as of the date of the Exchange Agreement that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other

than standard options to purchase shares of Common Stock issued pursuant to an Approved Stock Plan or such agreements with such directors,

officers or employees of the Company existing as of the date of the Exchange Agreement that are covered by clause (i) above) are amended

to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than

standard options to purchase shares of Common Stock issued pursuant to an Approved Stock Plan or such agreements with such directors,

officers or employees of the Company existing as of the date of the Exchange Agreement that are covered by clause (i) above) are otherwise

materially changed in any manner that adversely affects any of the Holders; (iii) securities issued pursuant to (A) the Existing EPFA,

(B) conversion of any notes issued pursuant to the November Purchase Agreement, or (C) conversion or exchange of the Series B Preferred

Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock; and (iv) the Conversion Shares.

(w) “Existing

EPFA” means that certain Amended and Restated Equity Purchase Facility Agreement, dated as of September 18, 2025, by and between

the Company and the investor named therein.

(x) “Fiscal

Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond to the Company’s

fiscal year as of the date hereof that ends on December 31.

(y)

“Floor Price” means $0.526 (which shall not be adjusted for stock splits, stock dividends, stock combinations, recapitalizations

and similar events), or, subject to the rules and regulations of the Principal Market, such lower price as the Company and the Required

Holders may agree, from time to time.

(z) “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another

Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of

the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,

or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject

to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either

(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common

Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender

or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,

or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial

owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,

either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated

as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or

party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock

such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50%

of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,

directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject

Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3

under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,

reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,

scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least

50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary

voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Certificate

of Designation calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage

of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the

Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders

of the Company to surrender their shares of Common Stock without approval of the stockholders of the Company or (C) directly or indirectly,

including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any

other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case

this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to

the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended

treatment of such instrument or transaction.

(aa) “GAAP”

means United States generally accepted accounting principles, consistently applied.

(bb) “Going

Private Transaction” means any Change of Control (i) pursuant to which, the Company (and the Successor Entity, if applicable)

ceases to have any securities registered under the 1934 Act or (ii) that results in the purchase and/or cancellation of all of the Common

Stock of the Company solely for cash (and not in whole, or in part, for any other securities of any Person).

(cc) “Group”

means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(dd) “Governmental

Authority” means any federal, foreign, state, county, municipal, provincial, or local governmental authority, court, judicial

body, arbitration tribunal, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative,

or other agency, or any political or other subdivision, department, commission, board, bureau, branch, division, ministry, or instrumentality

of any of the foregoing.

(ee) “Liquidation

Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution

or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business

of the Company and its Subsidiaries, taken as a whole.

(ff) “Material

Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations,

condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the

transactions contemplated hereby or in any other Transaction Document, or by the agreements and instruments to be entered into in connection

therewith or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(gg) “November

Purchase Agreement” means that certain securities purchase agreement dated as of November, 12, 2025 by and between the Company

and the investor signatory thereto.

(hh) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(ii) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent

equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent

Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(jj) “Permitted

ATM” means an “at the market” offering program made by the Company under an effective registration statement on

Form S-3 to issue up to the maximum number of shares permitted by General Instruction I.B.6 to Form S-3, provided that no shares of Common

Stock shall be issued pursuant to such offering (1) without the Holder’s prior written consent, (2) at a price per share less than

the Floor Price and (3) in excess of 10% of the trading volume on the date of such issuance and sale.

(kk) “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(ll) “Principal

Market” means, the Nasdaq Capital Market.

(mm) “Required

Premium” means (x) solely if in connection with a Change of Control at a time no other Triggering Event exists, 105% or (y)

otherwise, 125%.

(nn) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(oo) “Securities”

shall mean the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares.

(pp) “Stated

Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.

(qq) “Stock

Combination Event” means the occurrence at any time and from time to time on or after the Subscription Date of any stock split,

stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock.

(rr) “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(ss) “Subsidiary”

means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding share capital or holds any equity or similar

interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and

each of the foregoing, is individually referred to herein as a “Subsidiary”.

(tt) “Successor

Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving

any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction

shall have been entered into.

(uu) “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any

day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the

Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading

Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours

or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange

or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00

p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable Holder or (y) with respect

to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any

successor thereto) is open for trading of securities.

(vv) “Transaction

Document” means the Exchange Agreement and any other agreement with or, document, certificate or other instrument delivered

to such Holder in connection with the transactions contemplated thereby with respect to such Holder’s acquisition of its Preferred

Shares.

(ww) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then

such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

33. Disclosure.

Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designation, unless the Company

has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the

Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following

such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the

event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries,

the Company so shall indicate to the applicable Holder explicitly in writing in such notice (or promptly (but no later than the next Business

Day) following receipt of notice from such Holder, as applicable), and in the absence of any such written indication in such notice (or

notification from the Company promptly (but no later than the next Business Day) following receipt of notice from such Holder), such Holder

shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to

the Company or any of its Subsidiaries.

34. Absence

of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company

and that each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of such Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that each Holder may freely trade in any securities issued by the Company,

may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

[The remainder of the page is intentionally left

blank]

IN WITNESS WHEREOF, the Company

has caused this Certificate of Designation of the Certificate of Incorporation La Rosa Holdings Corp. to be signed by its Chief Executive

Officer on this 25 day of September, 2026.

La Rosa Holdings Corp.

By:

/s/ Joseph

La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

[Signature page to Series

F- Certificate of Designation]

EXHIBIT A

LA ROSA HOLDINGS CORP.

CONVERSION NOTICE

Reference is made to the Certificate

of Designation of the Certificate of Incorporation of La Rosa Holdings Corp., a Nevada corporation (the “Company”),

establishing the terms, preferences and rights of the Series F Convertible Preferred Stock, $0.0001 par value (the “Preferred

Shares”,) of the Company (the “Certificate of Designation”). In accordance with and pursuant to the Certificate

of Designation, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock, $0.0001

par value per share (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:

Aggregate number of Preferred Shares to be converted:

Aggregate Stated Value of such Preferred Shares to be converted:

Aggregate Accrued and Unpaid Dividends with respect to such Preferred Shares to be converted:

Aggregate Outstanding Amounts with respect to such Preferred Shares to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

☐ If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price:____________

Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows:

☐ Check here if requesting

delivery as a certificate to the following name and to the following address:

Issue to:

☐ Check here if requesting delivery by Deposit/Withdrawal

at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:_____________________

E-mail

Address:

EXHIBIT B

ACKNOWLEDGMENT

The Company hereby acknowledges

this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold by

the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery to the Company of a customary

144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue

the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from

the Company and acknowledged and agreed to by ________________________.

LA ROSA HOLDINGS CORP.

By:

Name:

Title:

EX-10.1 — FORM OF EXCHANGE AGREEMENT, DATED AS OF SEPTEMBER 28, 2026

EX-10.1

Filename: ea030716201ex10-1.htm · Sequence: 3

Exhibit 10.1

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (this

“Agreement”) is dated as of September 28, 2026, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”),

and the undersigned holders (the “Holders”).

WHEREAS, the Holders beneficially

own and hold the securities of the Company set forth across from such Holder’s name in Column (3) of Schedule A attached

hereto (the “Original Securities”).

WHEREAS, the Company has authorized

a new series of preferred stock, known as the Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series

F Preferred Stock”), which shares of Series F Preferred Stock have the rights, preferences and privileges as set forth in the

Certificate of Designation of Rights and Preferences, of the Series F Preferred Stock of La Rosa Holdings Corp. (the “Series

F Certificate”) in the form attached hereto as Exhibit A, and which shares of Series F Preferred Stock are convertible

into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in accordance with

the terms of the Series F Certificate.

WHEREAS, the Holders desire

to exchange (the “Exchange”) the Original Securities for a number of newly issued shares of Series F Preferred Stock

(the “Exchanged Shares”), set forth across from such Holder’s name in column (4) of Schedule A attached

hereto, which Exchange Shares shall be convertible into shares of Common Stock (the “Conversion Shares” and together

with the Exchanged Shares, the “Exchanged Securities”) on the terms and subject to the conditions set forth in the

Series F Certificate, and the Company desires to issue the Exchanged Securities in exchange for the Original Securities, all on the terms

and subject to the conditions set forth in this Agreement in reliance on the exemption from registration provided by Section 3(a)(9) of

the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, upon the consummation

of the transactions contemplated hereby, the Holders shall no longer own the Original Securities, and the Company shall cancel the Original

Securities and the certificate(s) and/or other physical documents evidencing the Original Securities.

NOW, THEREFORE, in consideration

of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the Company and each Holder with respect to itself hereby agree as follows:

Section 1. Exchange.

Subject to and upon the terms and conditions set forth in this Agreement, such Holder agrees to surrender to the Company its respective

Original Securities without the payment of any other consideration by such Holder that would not be consistent with the application of

Section 3(a)(9) of the Securities Act to the issuance of the Exchanged Shares and, in exchange therefor, the Company shall issue to such

Holder its applicable Exchanged Shares.

1.1 Closing.

On the Closing Date (as defined below), the Company shall issue to such Holder its applicable Exchanged Shares, or in the name of a custodian

or nominee of such Holder, or as otherwise requested by such Holder in writing, and the applicable Original Securities will be deemed

to have been surrendered by such Holder to the Company for cancellation. The closing of the Exchange shall occur on date hereof (the “Closing

Date”), subject to the provisions of Section 4 and Section 5 herein.

1.2 Section 3(a)(9).

Assuming the accuracy of the representations and warranties of each of the Company and each Holder as set forth in Sections 2 and 3 of

this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure

that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act.

Section 2. Representations

and Warranties of the Company. The Company hereby represents and warrants to each Holder that:

2.1 Organization

and Qualification. The Company and each Subsidiary (as defined below) is an entity duly incorporated or otherwise organized, validly

existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any subsidiary

of the Company as set forth in the SEC Reports (as defined below) (a “Subsidiary”) is in violation or default of any

of the provisions of its respective certificate or certificates of incorporation, bylaws or other organizational or charter documents.

The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction

in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to

be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a material adverse effect

on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company, taken as a whole (a “Material

Adverse Effect”).

2.2 Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and

the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part

of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection

herewith or therewith. This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance

with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against it in accordance

with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to

the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

2.3 Issuance

of Exchanged Securities. The Exchanged Securities have been duly authorized and, when issued in accordance with the terms of this

Agreement, the Exchanged Shares will be validly issued, fully paid and nonassessable shares of Series F Preferred Stock. The Conversion

Shares, when issued in accordance with the terms of the Series F Certificate, will be validly issued, fully paid and nonassessable shares

of Common Stock. Upon issuance in accordance herewith and in accordance with the Series F Certificate, as applicable, the issuance by

the Company of the Exchanged Shares is, and the issuance by the Company of the Conversion Shares will be, exempt from the registration

requirements of the Securities Act under Section 3(a)(9) of the Securities Act.

2.4 No Conflicts.

The execution, delivery and performance by the Company of this Agreement, the issuance of the Exchanged Securities and the consummation

by it of the transactions contemplated hereby and thereby do not and will not conflict with or violate any provision of the Company’s

articles of incorporation, bylaws or other organizational or charter documents.

2.5 Acknowledgment

Regarding the Exchange. The Company acknowledges and agrees that each Holder is acting solely in the capacity of an arm’s length

third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges no Holder is acting

as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated

hereby, and any advice given by any Holder or any of its representatives or agents in connection with this Agreement is merely incidental

to the Exchange.

2.6 No Commission;

No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly, any commission

or other remuneration for soliciting the Exchange. The Exchanged Securities are being conveyed exclusively for the exchange of the Original

Securities and no other consideration has been or will be paid for the Exchanged Securities.

2.7 3(a)(9) Representation.

The Company has not, nor has any Person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited

any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchanged Securities pursuant

to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company

from delivering the Exchanged Securities to the Holders pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any

action or steps that would cause the Exchange, issuance and delivery of the Exchanged Securities to be integrated with other offerings

to the effect that the delivery of the Exchanged Securities to the Holders would be seen not to be exempt pursuant to Section 3(a)(9)

of the Securities Act. As used in this Agreement, “Person” means an individual or corporation, partnership, trust,

incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or

subdivision thereof) or other entity of any kind.

2.8 No Third-Party

Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation or transaction with

respect to the Exchange.

2.9 SEC Reports. Except

as set forth in Schedule 2.9, the Company has filed all reports, schedules, forms, statements and other documents required to be filed

by the Company under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant

to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was

required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated

by reference therein, being collectively referred to herein as the “SEC Reports”).

2.10 [Reserved].

2.11 Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

Person in connection with the execution, delivery and performance by the Company of this Agreement.

2.12 Capitalization.

As of the date hereof, the authorized share capital of the Company consists of 2,050,000,000 shares of capital stock, consisting of (i)

2,000,000,000 shares of Common Stock, of which, 569,639 shares of Common Stock are issued and outstanding and 96,286,219 shares of Common

Stock are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Shares) exercisable or exchangeable

for, or convertible into, shares of Common Stock, and (ii) 50,000,000 shares of “blank check” preferred stock, par value $0.0001,

of which (i) 2,000 shares have been designated as Series X Preferred Stock, 1,800 of which are issued and outstanding, (ii) 6,000 shares

have been designated as Series B Preferred Stock, of which 204 are issued and outstanding, (iii) 100 shares have been designated as Series

C Preferred Stock, all of which are issued and outstanding, (iv) 500 shares have been designated as Series D Preferred Stock, all of which

are issued and outstanding, and (v) 10,000 shares have been designated Series E Preferred Stock, 810 of which are issued and outstanding.

Except as set forth in Schedule 2.12, no Person has any right of first refusal, preemptive right, right of participation, or any

similar right to participate in the transactions contemplated by this Agreement. Except as set forth in the SEC Reports, there

are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,

rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire

any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may

become bound to issue additional shares of Common Stock or any Convertible Securities of the Company. Except as set forth in Schedule

2.12, the issuance of the Exchanged Securities will not obligate the Company to issue shares of Common Stock or other securities to

any Person (other than the holder thereof) and will not result in a right of any holder of Company securities to adjust the exercise,

conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly

authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and

none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No

further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Exchanged Securities. There

are no stockholders’ agreements or other similar agreements with respect to the Company’s capital stock to which the Company

is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. As used herein, “Convertible

Security” means any stock or other security (other than Options) that is at any time and under any circumstances, directly or

indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of

Common Stock.

2.13 Shell Company

Status. The Company is not currently, and within the past three years has not been, an issuer identified in Rule 144(i)(1) under the

Securities Act.

2.14 DTC Eligibility.

The Company, through its transfer agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and shares

of Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

2.15 Material

Changes; Undisclosed Events, Liabilities or Developments. Except as set forth in Schedule 2.15, since the date of the Company’s

most recent audited financial statements contained in an Annual Report on Form 10-K, there has been no material adverse change and no

material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial

or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial

statements contained in an Annual Report on Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends,

(ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures,

individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken

any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation

or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend

to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The

Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the

transactions contemplated hereby to occur on the Closing Date, will not be Insolvent (as defined below). For purposes of this Agreement,

“Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair

saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and

its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and

liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its

Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and

(ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such

Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company

or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise,

as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur

or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor

any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction,

for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct

the business in which it is engaged as such business is now conducted and is proposed to be conducted

2.16 Litigation. Other

than as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,

to the knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, arbitrator,

governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or

challenges the legality, validity or enforceability of any of this Agreement or (ii) could, if there were an unfavorable decision, have

or reasonably be expected to result in a Material Adverse Effect.

2.17 Compliance. Except

as set forth in the SEC Reports, neither the Company nor any Subsidiary: (i) is in material default under or in material violation of

(and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a material default by

the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in material default

under or that it is in material violation of, any indenture, loan or credit agreement or any other agreement or instrument set forth in

the Company’s most recent Annual Report on Form 10-K to which it is a party or by which it or any of its properties is bound (whether

or not such default or violation has been waived), (ii) is in material violation of any judgment, decree or order of any court, arbitrator

or other governmental authority or (iii) to its knowledge, is or has been in violation of any statute, rule, ordinance or regulation of

any governmental authority, including without limitation all foreign, federal, state and local laws relating to environmental protection,

occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or

reasonably be expected to result in a Material Adverse Effect.

2.18 Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

2.19 Transactions

with Affiliates and Employees. Except as disclosed in Schedule 2.19, no current or former employee, partner, director,

officer or shareholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company,

any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently,

or has ever been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement

providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such

director, officer or shareholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees,

officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation,

firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for

a passive investment (direct or indirect) in less than 5% of the common equity of a company whose securities are traded on or quoted through

a Trading Market (as defined below), nor does any such Person receive income from any source other than the Company or its Subsidiaries

which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee,

officer, shareholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the

Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or

extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable

expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or

executives (including share option agreements outstanding under any share option plan approved by the board of directors of the Company).

2.20 Certain

Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries to any broker,

financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated

by this Agreement.

2.21 No Integrated

Offering. Assuming the accuracy of each Holder’s representations and warranties set forth in Section 3, neither the Company,

nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security

or solicited any offers to buy any security, under circumstances that would cause the Exchange to be integrated with prior offerings by

the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act,

or (ii) any applicable stockholder approval provisions of the Nasdaq Capital Market on which any of the securities of the Company are

listed or designated. As used in this Agreement, “Affiliate” means any Person that, directly or indirectly through

one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed

under Rule 405 under the Securities Act.

2.22 Acknowledgment

Regarding Holders’ Exchange of the Original Securities. The Company acknowledges and agrees that each Holder is acting solely

in the capacity of an arm’s length party with respect to this Agreement and the transactions contemplated thereby.

Section 3. Representations

and Warranties of the Holders. Each Holder, severally and not jointly, hereby represents and warrants to the Company that:

3.1 Ownership

of the Original Securities. Such Holder is the legal and beneficial owner of the Original Securities. Such Holder paid for the Original

Securities and has continuously held the Original Securities since its purchase. Such Holder owns the Original Securities outright and

free and clear of any liens or other encumbrances (collectively, “Liens”).

3.2 No Public

Sale or Distribution. Such Holder is acquiring the Exchanged Securities in the ordinary course of business for its own account and

not with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the

representations herein, such Holder does not agree to hold any of its Exchanged Securities, for any minimum or other specific term and

reserves the right to dispose of its Exchanged Securities at any time in accordance with an exemption from the registration requirements

of the Securities Act and applicable state securities laws. Except as contemplated herein, such Holder does not presently have any

agreement or understanding, directly or indirectly, with any person to distribute, or transfer any interest or grant participation rights

in, its Exchanged Securities.

3.3 Accredited

Investor and Affiliate Status. Such Holder is an “accredited investor” as that term is defined in Rule 501 of Regulation

D under the Securities Act. Such Holder is not, and has not been, for a period of at least three months prior to the date of this Agreement

(a) an officer or director of the Company, (b) an “affiliate” of the Company (as defined in Rule 144) or (c) a “beneficial

owner” of more than ten percent (10%) of shares of Common Stock (as defined for purposes of Rule 13d-3 of the Exchange Act).

3.4 Reliance

on Exemptions. Such Holder understands that the Exchange is being made in reliance on specific exemptions from the registration requirements

of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Holder’s

compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Holder set forth herein in order

to determine the availability of such exemptions and the eligibility of such Holder to complete the Exchange and to acquire its Exchanged

Securities.

3.5 Information.

Such Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating

to the Exchange which have been requested by such Holder. Such Holder has been afforded the opportunity to ask questions of the Company.

Neither such inquiries nor any other due diligence investigations conducted by such Holder or its representatives shall modify, amend

or affect such Holder’s right to rely on the Company’s representations and warranties contained herein. Such Holder acknowledges

that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted

on the SEC’s EDGAR site are available to the Holder, and such Holder has not relied on any statement of the Company not contained

in such documents in connection with the Holder’s decision to enter into this Agreement and the Exchange.

3.6 Risk.

Such Holder understands that its investment in the Exchanged Securities involves a high degree of risk. Such Holder is able to bear the

risk of an investment in the Exchanged Securities including, without limitation, the risk of total loss of its investment. Each Holder

has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to

the Exchange.

3.7 No Governmental

Review. Such Holder understands that no United States federal or state agency or any other government or governmental agency has passed

on or made any recommendation or endorsement in connection with the Exchange or the fairness or suitability of the investment in the Exchanged

Securities nor have such authorities passed upon or endorsed the merits of the Exchanged Securities.

3.8 Organization;

Authority; Validity; Enforcement. Such Holder is an entity duly incorporated or formed, validly existing and in good standing under

the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar

power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations

hereunder. The execution and delivery of this Agreement and performance by such Holder of the transactions contemplated by this Agreement

has been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part

of such Holder. This Agreement has been duly executed by such Holder, and when delivered by such Holder in accordance with the terms hereof,

assuming the valid execution and delivery by the Company and each other Holder, will constitute the valid and legally binding obligation

of such Holder, enforceable against such Holder in accordance with its terms, except: (i) as limited by general equitable principles

and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’

rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable

remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The execution, delivery

and performance of this Agreement by such Holder and the consummation by such Holder of the transactions contemplated hereby (including,

without limitation, the irrevocable surrender of the Original Securities) will not result in a violation of the organizational documents

of such Holder.

3.9 Prior Investment

Experience. Each Holder acknowledges that it has prior investment experience, including investment in securities of the type being

exchanged, including the Original Securities and the Exchanged Securities, and has read all of the documents furnished or made available

by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly

speculative nature of this investment.

3.10 Tax Consequences.

Each Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for such Holder

which will result from entering into the Agreement and from consummation of the Exchange. Each Holder acknowledges that it bears complete

responsibility for obtaining adequate tax advice regarding the Agreement and the Exchange.

3.11 No Registration,

Review or Approval. Each Holder acknowledges, understands and agrees that the Original Securities are being exchanged hereunder pursuant

to an exemption from the registration requirements of the Securities Act under Section 3(a)(9) thereof.

Section 4. Conditions Precedent

to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject

to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may

be waived by the Company at any time in its sole discretion by providing the Holders with prior written notice thereof:

4.1 No Prohibition.

No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any

of the transactions contemplated by this Agreement; and

4.2 Representations.

The accuracy in all material respects when made and on the Closing Date of the representations and warranties of each Holder contained

herein (unless as of a specific date referenced therein);

Section 5. Conditions Precedent

to Obligations of the Holders. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject

to the satisfaction of each of the following conditions, provided that these conditions are for such Holder’s sole benefit and may

be waived by such Holder at any time in its sole discretion by providing the Company with prior written notice thereof:

5.1 No Prohibition.

No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any

of the transactions contemplated by this Agreement;

5.2 Representations.

The representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the Closing

Date (unless as of a specific date referenced therein) for such representations and warranties contained herein that are not qualified

by “materiality” or “Material Adverse Effect” and (ii) shall be true and correct when made and on the Closing

Date (unless as of a specific date referenced therein) for such representations and warranties contained herein that are qualified by

“materiality” or “Material Adverse Effect”;

5.3 All

Obligations. All obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall

have been performed; and

5.4 No

Suspension. From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or any

Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have

been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service,

or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude

in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Holder

makes it impracticable or inadvisable to acquire the Exchanged Securities on the Closing Date. As used herein, “Trading Market”

shall mean the Nasdaq Capital Market, The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, or the Nasdaq Global

Market.

5.5 Filing

of Series F Certificate. The Company shall have delivered to the Holders evidence of the filing with, and acceptance of the Series

F Certificate by, the Secretary of State of the State of Nevada.

Section 6. Other Agreements

between the Parties.

6.1 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the Exchange of the Original Securities in a manner that would require the registration

under the Securities Act of the sale of the Exchanged Securities or that would be integrated with the offer of the Exchanged Securities

for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of

such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

6.2 Replacement

of Securities. If any certificate or instrument evidencing the Exchanged Securities is mutilated, lost, stolen or destroyed, the

Company shall convey or cause to be conveyed in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

6.3 Stockholder

Approval. The Company shall provide each stockholder entitled to vote at a meeting of stockholders of the Company (the “Stockholder

Meeting”), which shall be promptly called and held not later than forty five (45) calendar days after the Closing Date (the

“Stockholder Meeting Deadline”), a proxy statement in a form reasonably acceptable to the Holders and Sullivan &

Worcester LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Sullivan & Worcester LLP incurred

in connection therewith. The proxy statement shall solicit each of the Company’s stockholders’ affirmative vote at the Stockholder

Meeting for approval of a resolution (the “Stockholder Resolution”) providing for the approval of the issuance of all

of the Conversion Shares in compliance with the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)

(without regard to any limitations on conversion set forth in the Series F Certificate) (such affirmative approval being referred to herein

as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval

Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolution

and to cause the board of directors of the Company to recommend to the stockholders that they approve such resolution. The Company shall

be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable

best efforts the Stockholder Approval is not obtained by such Stockholder Meeting Deadline, the Company shall adjourn and reconvene the

Stockholder Meeting at least as often as every thirty (30) calendar days thereafter until such Stockholder Approval is obtained, but in

no event later than the three hundred and sixty-fifth (365th) calendar day after the Closing Date. Notwithstanding the foregoing,

if the Company is able to obtain the written consent of holders of a majority of the shares of its issued and outstanding Common Stock

to obtain the Stockholder Approval (the “Stockholder Consent”), the Company may satisfy its obligations under this

Section 6.3 by obtaining such consent and submitting for filing with the Commission a Preliminary Information Statement on Schedule 14C

no later than ten (10) calendar days following the Closing Date, followed by a Definitive Information Statement on Schedule 14C no later

than the timeline for such filing prescribed by the Exchange Act; provided however, that if the Company receives a notification from the

Principal Market that the Stockholder Consent must be modified, then the Company shall use its best efforts to provide a new Stockholder

Consent.

Section 7. Governing Law;

Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of Nevada, without regard to principles

of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and

each Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement

shall be litigated only in the Supreme Court of the State of Nevada or the United States District Court for the District of Nevada located

in Las Vegas, Nevada. The Company and the Holders each consents to the exclusive jurisdiction and venue of the foregoing courts and consents

that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside

the State of Nevada or the District of Nevada by generally recognized overnight courier or certified or registered mail, return receipt

requested, directed to such party at its or his address set forth below (and service so made shall be deemed “personal service”)

or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND EACH HOLDER EACH

HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

Section 8. Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that an electronic

signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature

were an original, not an electronic signature.

Section 9. Headings.

The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 10. Severability.

If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not

affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any

provision of this Agreement in any other jurisdiction.

Section 11. No Strict Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules

of strict construction will be applied against any party.

Section 12. Entire Agreement;

Amendments. This Agreement supersedes all other prior oral or written agreements between each Holder, the Company, their Affiliates

and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein

contain the entire understanding of the parties with respect to the matters covered herein and therein. No provision of this Agreement

may be amended other than by an instrument in writing signed by the Company and the Holders. No provision hereof may be waived other than

by an instrument in writing signed by the party against whom enforcement is sought.

Section 13. Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile

or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or

(c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier service, in

each case properly addressed to the party to receive the same.

The addresses and facsimile numbers for such communications

shall be:

If to the Company:

La Rosa Holdings Corp.

1420 Celebration Blvd., 2nd Floor,

Celebration, Florida 34747

Telephone: (321) 250-1799

Attention: Joseph La Rosa, Chief Executive Officer

E-Mail: joe@larosarealtycorp.com

If to the Holders:

to the addresses set forth on Schedule

A hereto.

or to such other address and/or facsimile number

and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5)

days prior to the effectiveness of such change.

Section 14. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,

including any purchasers of the Exchanged Securities. Subject to its compliance with applicable federal and state securities laws, a Holder

may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be

a Holder hereunder with respect to such assigned rights.

Section 15. No Third-Party

Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns,

and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 16. Survival of

Representations. The representations and warranties of the Company and the Holders contained in Sections 2 and 3, respectively, will

survive the closing of the transactions contemplated by this Agreement.

Section 17. Further Assurances.

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all

such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent

and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this

Agreement as of the date first written above.

LA ROSA HOLDINGS CORP.

By:

Name:

Joseph La Rosa

Title:

Chief Executive Officer

IN WITNESS WHEREOF, the parties have executed this

Agreement as of the date first written above.

HOLDERS:

[*]

By:

Name:

Title:

[*]

By:

Name:

Title:

SCHEDULE A

Exhibit A

Form of Series F Certificate