Browse EX-10 agreements

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EMPLOYMENT AGREEMENT

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This Employment Agreement (the “Agreement”) dated as of October 1, 2026 is between La Rosa Holdings Corp., a Nevada corporation (the “Company”),** **and Nicholas Adler, an individual (the “Executive”). Each of the Company and Executive are a “party” to this Agreement, and together, they are the **“parties” **hereto.

WITNESSETH:

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A. The Company desires to hire the Executive as a Chief Executive Officer and interim Chief Financial Officer and the Executive desires to accept such employment.

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

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

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SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (this “Agreement”) is dated as of September 30, 2026, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”).

WHEREAS, the Holder beneficially owns and holds 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”);

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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 Serie

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NOTICE AND ACKNOWLEDGEMENT OF CONTRIBUTION AND ASSIGNMENT OF ASSETS SUBJECT TO LEASE

This Notice and Acknowledgment is made among La Rosa Holdings Corp., a Nevada corporation (“Assignee”), [*] (“Lessor”) and SPRE NKC MO, LLC (“Lessee”) concerning Lease Schedule No. 2026.06.05.01 (the “Lease”) which incorporates by reference the Master Lease Agreement No. 0001 dated June 5, 2026 between Lessor and Lessee. Capitalized terms used herein and not defined herein are set forth in the Lease.

NOTICE

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Amendment to

Employment Agreement

THIS AMENDMENT to Employment Agreement (this “Amendment”) is made and entered into as of September 30, 2026, by and between Deana La Rosa (the “Executive”) and La Rosa Holdings Corp., a Nevada corporation (the “Company”) and with respect to that certain Employment Agreement dated as of January 31, 2024, between the Executive and the Company, as amended on February 19, 2026 (the “Employment Agreement”);

WHEREAS, the Company and Executive desire to further amend the terms of the Executive’s employment under the Employment Agreement as and to the extent set forth herein; and

WHEREAS, the Company and Executive consider these amended terms, taken together, to be in the mutual interest of such parties;

NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned, the parties agree as follows.

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Amended and Restated Employment Agreement

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of October 1, 2026 (the “Effective Date”) by and between Joseph La Rosa (the “Executive”) and La Rosa Holdings Corp., a Nevada corporation (the “Company”).

WHEREAS, the Company desires to continue the employment of the Executive on the terms and conditions set forth herein;

WHEREAS, the Executive desires to continue to be employed by the Company on such terms and conditions; and

WHEREAS, the Executive currently serves as a member of the Board of Directors of the Company, and his compensation for service on the Board is governed by that certain Board of Directors Agreement between the Company and the Executive dated as of October 1, 2026, and such board compensation is separate from and in addition to the compensation provided under this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows.

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MASTER LEASE AGREEMENT

Master Lease # 0001

Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, subject to the following terms of this Master Lease Agreement (“Master Lease”) and any Lease Schedule (“Schedule”), collectively referred to as the Lease (“Lease”), the personal property described in any Schedule together with all attachments, replacements, parts, substitutions, additions, upgrades, accessories, software licenses and operating manuals (the “Product”). Each Schedule shall constitute a separate, distinct, and independent Lease and contractual obligation of Lessee. Lessor and Lessee agree that this Agreement, and each Schedule, shall constitute a “Finance Lease” under the Uniform Commercial Code as in effect in the applicable jurisdiction.

1. Commencement Date and Term

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EXECUTION VERSION

ASSET Contribution and SECURITIES purchase AGREEMENT

This ASSET CONTRIBUTION AND SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 30, 2026, is by and among La Rosa Holdings Corp., a Nevada corporation with offices located at 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 (the “Company”), [*] (the “Contributor”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

A. The Company, the Contributor and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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**TERMINATION OF **

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BOARD OF DIRECTORS AGREEMENT

This Termination of Board of Directors Agreement (this “Termination Agreement”) is entered into as of October 1, 2026, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Nicholas Adler (“Director” or “Adler”).

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RECITALS

WHEREAS, the Company and the Director entered into that certain Board of Directors Agreement dated December 29, 2025 (the “Agreement”), pursuant to which the Director agreed to serve on the Company’s Board of Directors (the “Board”) and on certain committees thereof as an independent director; and

WHEREAS, the Director has been appointed to serve as the Company’s Chief Executive Officer and interim Chief Financial Officer; and

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UNSECURED PROMISSORY NOTE

An Amount Not to Exceed $22,000,000    

Reno, Nevada

September 25, 2026

FOR VALUE RECEIVED, USBC, Inc., a Nevada corporation (“Borrower”), hereby promises to pay to the order of Goldeneye 1995, LLC, a Nevada Limited Liability Company (together with its successors and/or assigns, “Lender” or “Holder”), in accordance with the terms and conditions set forth below, the principal amount of Twenty Two Million United States Dollars ($22,000,000) (the “Loan”) or such lesser principal amount of the Loan made and not repaid from time to time to the Borrower by the Lender pursuant to this Note, together with interest on the unpaid principal due hereunder from the date given above (the “Effective Date”), and such other sums as may be required by the terms of this Note, until this Note is paid in full in immediately available funds.

The Borrower and Lender hereby set forth their rights and obligations to one another under this Note and agree to be legally bound as follows:

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SUBSCRIPTION AGREEMENT

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This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this September 25, 2026, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and Joe Davy, an individual (the “Subscriber”).

WHEREAS, Subscriber desires to subscribe for and purchase from the Company 115,965 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), at a purchase price of $0.70 per share (the “Per Share Purchase Price”), for an aggregate purchase price of $81,176.00 (the “Purchase Price”), and the Company desires to issue and sell such shares to Subscriber on the terms and subject to the conditions set forth in this Subscription Agreement (such shares, the “Acquired Shares”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

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Exhibit 10.1

Second Amendment to Registration Rights Agreement

**This Second Amendment to the Registration Rights Agreement **(the “Amendment”), dated as of September 28, 2026, is made by and between BNB Plus Corp., a Delaware corporation (“Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). The parties hereto are referred to collectively as the “Parties” and individually as a “Party”.

Whereas, the Parties have entered into that certain Registration Rights Agreement dated as of May 26, 2026, amended by the first amendment dated June 23, 2026 (the “Agreement”);

Whereas, pursuant to Section 6(d) of the Agreement, the Parties desire to amend the Agreement to replace the mandatory registration rights with demand registration rights as more fully described herein;

Whereas, the Purchasers hereto hold 50.1% or more of the Registrable Securities.

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