NASDAQ: LRHC

Our real estate brokerage
offices, both corporate and franchised, are staffed with 2,769 licensed real estate brokers and sales associates as of March 31,
2025.

Our franchised offices are
currently:

Name

Location

La Rosa Realty Bayamón LLC

Bayamón, Puerto Rico

La Rosa Realty Internacional, LLC

Celebration, Florida

La Rosa Realty Central Florida, LLC

Davenport, Florida

La Rosa Realty Jacksonville, LLC

Jacksonville, Florida

La Rosa Realty Kendall, LLC

Miami, Florida

The Realty Experience Powered By LRR LLC

St. Cloud, Florida

We have built our business
by providing the home-buying public with well-trained, knowledgeable realtors who have access to our proprietary and third-party in-house
technology tools and quality education and training, and valuable marketing that attracts some of the best local realtors who provide
value-added services to our home buyers and sellers that are attracted to our brands. We give our real estate brokers and sales agents
who are seeking financial independence a turnkey solution and support them in growing their brokerages while they fund their own businesses.

Our agent-centric commission
model enables our sales agents to obtain higher net commissions than they would otherwise receive from many of our competitors in our
local markets. They can then use these additional commissions to reinvest in their businesses or as take-home profit. We believe that
this is a strong incentive for them to compete against the discount, flat fee and internet brokerages that have sprung up in the past
several years. Instead of us taking a greater share of their income, our agents pay what we believe to be reduced rates for training and
mentorship and our proprietary technology. Our franchise model has a similar pricing methodology, permitting the franchise owner the freedom
to operate their business with minimal control and lower expense than other franchise offerings.

Moreover, we believe that
our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one of the best offered
in the industry.

Our business stands on three
pillars: Family, Passion, and Growth. We believe that our support and philosophy have attracted and will continue to attract and retain
the highest producing realtors in our local markets. We believe that our focus on the interaction between our human agents and their clients
is a strong weapon against internet-only commodity websites and the low touch discount brokerages. Our agent count continues to grow organically
and through acquisition, we attribute our organic growth to the positive culture created in our Company and the competitive plans that
we offer our agents. By creating a custom solution and a unique experience, we believe that our agents are able to guide their clients
seamlessly through what may be their most expensive lifetime purchase.

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In addition, a significant
driver of our past growth was, and we believe, of our future growth is our ability to create revenue by referring or requiring that our
agents and our franchisee agents use the different business services that we provide. For example, all agents new to our Company
are required to have a “coach” and to attend multi-day training sessions to learn the Company’s philosophy, technology
and business practices. Concurrently, the agent works with their coach in obtaining listings, working with consumers and closing transactions.
All of these activities are run through our La Rosa Coaching, LLC subsidiary that teaches advanced techniques for team building, personal
growth and business development, which we believe will enhance our revenue at a nominal increase in cost to us. In addition, unlike other
residential real estate brokerages, we encourage our sales agents to pursue commercial real estate transactions and require them to utilize
the services of our commercial real estate company. We anticipate acquiring other complementary businesses, such as, for example, insurance
agencies and a mortgage brokerage, in the future to enhance our gross revenues and profit margins.

On October 12, 2023, we consummated
our initial public offering (the “IPO”). Following our IPO, during the fiscal year ended December 31, 2023, we acquired majority
ownership of the following franchisees of the Company: Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona
Inc.), Horeb Kissimmee Realty, LLC, La Rosa Realty Premier, LLC, La Rosa Realty Orlando, LLC, and 100% ownership of the following franchisees
of the Company: La Rosa CW Properties, LLC and La Rosa Realty North Florida LLC. In December 2023, we also formed our majority owned subsidiary
La Rosa Realty Texas LLC.

The following are developments
in our business since the beginning of the fiscal year ended December 31, 2024:

-In
February 2023, we launched our proprietary technology system - JAEME, part of “My Agent Account.” JAIME is a real estate
AI assistant created to support and inspire our agents with personalized content to drive marketing, efficiency, and sales. This advanced
technology can help agents to provide services to their clients in a more efficient way - even from their mobile devices. In October
2024, the Company launched My Agent Account version 3.0, a significant upgrade to its proprietary platform, which now includes a new
module specifically designed for property management disbursements. This update is expected to improve operational efficiency for agents
across the Company.

-In
March 2024, the Company officially launched its partnership with Final Offer, online platform that allows sellers to establish a minimum
sales price and other deal terms online and pre-approved buyers to make bidding offers. Final Offer is available to real estate brokers
on the Company’s platform in key markets across Florida, California and Georgia, with plans to expand the offering across the organization.

-In
June 2024, the Company recruited a high-performing group of team leaders in Florida, who closed over 425 transactions and achieved sales
exceeding $100 million in their prior 12 months before joining the Company.

-
During the fiscal year ended December 31, 2024, we acquired majority
ownership of the following companies: La Rosa Realty Georgia LLC, La Rosa Realty California, La Rosa Realty Lakeland LLC DBA La Rosa Realty
Prestige, and La Rosa Realty Success LLC, and 100% ownership of La Rosa Realty Winter Garden LLC, BF Prime LLC, Nona Title Agency LLC,
La Rosa Realty Beaches LLC, and Baxpi Holdings. Additionally, we acquired the remaining non-controlling interest portions of Nona Legacy
Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.) and La Rosa Realty Premier, LLC, making them both 100% owned
entities.

-In December 2024, the Company opened its first office and wholly owned
subsidiary in North Carolina, La Rosa Realty NC LLC.

-
In December 2024, the Company announced that it will offer Bitcoin and other cryptocurrencies as a payment option for its network of agents.

We intend to continue growing our business organically and through
acquisition.

It is management’s
intention to acquire additional franchisees and other entities through the remainder of 2025. We continuously search for potential
acquisition targets. Management is in discussions with several franchisees and other entities; however, any future agreements may have terms that are
materially different than the terms of completed acquisitions. We cannot guarantee that the Company will actually enter into any
binding acquisition agreements with any of those companies. If we do, we cannot assure you that the terms of such acquisitions will
be substantially the same or better for the Company than those of completed acquisitions.

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On October 10, 2024, we received a letter from the Nasdaq Listing Qualifications
Department notifying us that, for the 30 consecutive business day period between August 28, 2024 through October 9, 2024, our common stock
(the “Common Stock”) had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The
Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company was provided an initial period of 180 calendar days, or until April 8, 2025 (the “Compliance Period”), to regain
compliance with the Bid Price Rule. In order to regain compliance with the Bid Price Rule, our Common Stock was required to maintain a
minimum closing bid price of $1.00 for a minimum of ten consecutive business days during the Compliance Period prior to April 9, 2025.

As of April 8, 2025, the Common
Stock has not regained compliance with the Bid Price Rule. However, in a letter dated April 9, 2025 (the “Second Nasdaq Bid Price
Letter”), Nasdaq notified the Company that Nasdaq’s Staff has determined that the Company is eligible for an additional 180
calendar day period, or until October 6, 2025, to regain compliance (the “Second Compliance Period”). As of the date of this
report the Common Stock has not regained compliance with the Bid Price Rule. If the Company chooses to implement a reverse stock split,
it must complete the split no later than ten business days prior to the end of the Second Compliance Period in order to timely regain
compliance. If we fail to regain compliance with the Bid Price Rule within the Second Compliance Period, or if we fail to continue to
meet all applicable continued listing requirements for Nasdaq in the future, Nasdaq could delist our securities.

The Second Nasdaq Bid Price Letter has no immediate effect on the listing
or trading of the Common Stock. Our Common Stock continues to be listed on the Nasdaq Capital Market under the symbol “LRHC”.
We are currently evaluating our options for regaining compliance.

Recent Financings

February 2024 Financing

On February 20, 2024, we entered
into a securities purchase agreement with the accredited investor (the “Investor”) pursuant to which on February 20, 2024
we issued the Investor a 13% OID senior secured promissory note in the face amount of $1,052,631.58 (the “February Note”),
67,000 shares of Common Stock as a commitment fee, a warrant (the “February First Warrant”) to purchase up to 120,000 shares
of Common Stock with an exercise price of $3.00 exercisable until the five-year anniversary of the closing date of the financing, and
a second warrant, to purchase up to 95,000 shares of Common Stock with an exercise price of $2.25 exercisable until the five-year anniversary
of the closing sate (the “February Second Warrant,” and collectively, the “February Warrants”). The Company also
granted the Investor piggy-back registration rights and entered into registration rights agreement with the Investor with respect to the
securities issued in this financing. The Company and its subsidiaries (collectively, the “Company Group”) also entered into
a security agreement with the Investor pursuant to which the Company Group granted the Investor a security interest in certain property
of the Company Group to secure the Company’s obligations under the February Note. The Company also agreed to obtain shareholder
approval for the issuance of more than 19.99% of the issued and outstanding Common Stock in this financing. On February 20, 2024, the
Investor paid the Company the purchase price of $1,000,000.00 after an original issue discount of $52,631.58.

On February 20, 2024, Joseph
La Rosa, as the majority stockholder of the Company, in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), approved the transaction
and issuance of the shares upon conversion of the February Note and exercise of the February Warrants, which was effective on March 31,
2024, or 20 days after the commencement of mailing of the definitive information statement regarding this approval to the stockholders
of the Company.

In connection with this financing,
the Company also issued to its placement agent, Alexander Capital L.P., a 5-year common stock purchase warrant to purchase 21,053 shares
of Common Stock at the exercise price of $1.50 per share. The terms of this warrant were substantially similar to the terms of the warrants
issued to the Investor.

During fiscal year of 2024, the Company issued Investor 837,630 shares
of Common Stock due to partial conversion of February Note. The remaining portion of February Note was repaid by the Company by February
2025 and February Second Warrant was cancelled and extinguished in its entirety due to the full repayment of the note. February First
Warrant was fully exercised in the first quarter of 2025.

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April 2024 Financing

On April 1, 2024, we entered
into a securities purchase agreement with the Investor pursuant to which on April 1, 2024 we issued the Investor a 13% OID senior secured
promissory note in the face amount of $1,316,000 (the “April Note”), 50,000 shares of Common Stock as a commitment fee, a
warrant (the “First April Warrant”) to purchase up to 150,000 shares of Common Stock with an exercise price of $3.00 exercisable
until the five-year anniversary of the closing date of the financing, and a second warrant, to purchase up to 152,300 shares of Common
Stock with an exercise price of $2.25 exercisable until the five-year anniversary of the closing sate (the “Second April Warrant,”
and collectively, the “April Warrants”). The Company also granted the Investor piggy-back registration rights and entered
into registration rights agreement with the Investor with respect to the securities issued in this financing. The Company Group also entered
into a security agreement with the Investor pursuant to which the Company Group granted the Investor a security interest in certain property
of the Company Group to secure the Company’s obligations under the April Note. The Company also agreed to obtain shareholder approval
for the issuance of more than 19.99% of the issued and outstanding Common Stock in this financing. Pursuant to this financing, the Company
received net proceeds of $1,122,682, after deducting offering expenses, including a tail fee payable to Alexander Capital L.P.

On April 1, 2024, Joseph La
Rosa, as the majority stockholder of the Company, in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), approved the transaction
and issuance of the shares upon conversion of the April Note and exercise of the April Warrants, which was effective on May 8, 2024, or
20 days after the commencement of mailing of the definitive information statement regarding this approval to the stockholders of the Company.

During fiscal year of 2024,
the Company issued Investor 96,600 shares of Common Stock due to partial conversion of April Note. Remaining portion of April Note was
repaid by the Company by February 2025.

July 2024 Financing

On July 16, 2024, we entered
into a securities purchase agreement with the Investor pursuant to which on July 16, 2024 we issued the Investor a 13% OID senior secured
promissory note in the face amount of $468,000 (the “July Note”), 29,800 shares of Common Stock as a commitment fee, a warrant
to purchase up to 53,700 shares of Common Stock with an exercise price of $3.00 exercisable until the five-year anniversary of the closing
date of the financing, and a second warrant, to purchase up to 54,200 shares of Common Stock with an exercise price of $2.25 exercisable
until the five-year anniversary of the closing sate (collectively, the “July Warrants”). The Company also granted the Investor
piggy-back registration rights and entered into registration rights agreement with the Investor with respect to the securities issued
in this financing. The Company Group also entered into a security agreement with the Investor pursuant to which the Company Group granted
the Investor a security interest in certain property of the Company Group to secure the Company’s obligations under the July Note.
The Company also agreed to obtain shareholder approval for the issuance of more than 19.99% of the issued and outstanding Common Stock
in this financing. Pursuant to this financing, the Company received net proceeds of $436,100, after deducting offering expenses, including
a tail fee payable to Alexander Capital L.P.

On July 16, 2024, Joseph La
Rosa, as the majority stockholder of the Company, in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), approved the transaction
and issuance of the shares upon conversion of the July Note and exercise of the July Warrants, which was effective on August 18, 2024,
or 20 days after the commencement of mailing of the definitive information statement regarding this approval to the stockholders of the
Company.

The entire July Note was repaid in full by the Company by February
2025. July First Warrant was fully exercised in the first quarter of 2025.

On January 22, 2025, the
Company and Investor entered into Warrant Redemption and Cancellation Agreement, pursuant to which on January 28, 2025 July Second Warrant
and April Warrants were redeemed, cancelled and terminated in full upon payment of $379,082.79 by the Company to Investor.

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Brown Stone Financing

On
August 7, 2025, the Company entered into that certain securities purchase agreement (“Brown Stone Agreement”), with an institutional
accredited investor, Brown Stone Capital Ltd. (the “Brown Stone”), pursuant to which the Company agreed to issue and sell
to Brown Stone, up to 3,051,336 shares of Common Stock, and/or pre-funded warrants to purchase shares of Common Stock, at a price equal
to $0.59 per share. Pursuant to the terms of the Brown Stone Agreement, on August 12, 2024 (“First Closing Date”), Company
issued Brown Stone 761,689 shares of Common Stock and a pre-funded warrant to purchase 509,498 shares of Common Stock. The Company received
net proceeds of $725,000 from this issuance, after deducting offering expenses. Remaining portion of 1,780,149 shares and/or pre-funded
shall be issued to Brown Stone on or before the date that is 14 calendar days after the date of the effectiveness of the registration
statement registering the shares issued on the First Closing Date and upon satisfaction of Additional Second Closing Conditions (as defined
in the Brown Stone Agreement). Such second closing was never consummated by the parties because Additional Second Closing Conditions
were not fully satisfied.

Cash Advance Agreements

In May 2024, the Company entered
into a standard merchant cash advance agreement with Cedar Advance LLC (“Cedar”) where the Company sold in the aggregate $761,250
in future receipts of the Company for $500,000. Until the purchase price has been repaid, the Company agreed to pay Cedar $23,000 per
week. The purchase price under this agreement was completely repaid in October 2024.

On October 7, 2024, the Company
entered into a second standard merchant cash advance agreement (“Cedar Cash Advance Agreement”) with Cedar pursuant to which
the Company sold to Cedar $616,250 of its future receivables for a purchase price of $425,000 less underwriting fees and expenses paid.
On October 7, 2024, the Company also entered into a Standard Merchant Cash Advance Agreement (the “Arin Cash Advance Agreement”)
with Arin Funding LLC (“Arin”) pursuant to which the Company sold to Arin $588,000 of its future receivables for the sale
of its goods and services, for a purchase price of $420,000 less fees and expenses paid. The purchase price under Cedar Cash Advance
Agreement and Arin Cash Advance Agreement was fully repaid as a result of February 2025 financing described below.

Private Placement

On September 27, 2024, the Company issued to an unaffiliated private
investor a promissory note in the principal amount of $200,000. Interest accrued on the principal amount at 12.5% per annum. The promissory
note was completely repaid in January 2025.

Abri 2024 Financing

On November 1, 2024, the Company
entered into a securities purchase agreement with an institutional accredited investor, Abri Advisors, Ltd. (“Abri”), pursuant
to which the Company agreed to issue and sell to Abri, up to 1,335,826 shares of Common Stock and/or pre-funded warrants to
purchase shares of Common Stock, at a price equal to $0.3743 per share. The Company also granted Abri piggy-back registration rights and
entered into a registration rights agreement with respect to the securities being issued in this financing. The closing took place on
November 1, 2024 and the Company issued Abri 936,264 shares of Common Stock and a pre-funded warrant to purchase 399,562 shares of Common
Stock. The Company received net proceeds of $480,000 on the closing date, after deducting offering expenses.

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ATM Offering

On November 22, 2024, the
Company entered into a sales agreement (“ATM Agreement”) with A.G.P./Alliance Global Partners, as sales agent (“AGP”),
relating to the sale of Common Stock. During the year ended December 31, 2024, the Company issued an aggregate of 222,000 shares of Common
Stock pursuant to such ATM Agreement for net proceeds of $169,236. The Company paid the sales agent compensation with respect to sale
of such shares in the amount of $5,728.

February 2025 Financing

On February 4, 2025 (the “Closing
Date”), we entered into a securities purchase agreement (the “SPA”) with an institutional investor (“2025 Investor”)
pursuant to which we agreed to issue and sell to 2025 Investor, upon the terms and conditions set forth in the SPA: (i) a Senior Secured
Convertible Note in the original principal amount of $5,500,000 which matures on the two-year anniversary of the Closing Date (the “Initial
Note”); and (ii) sixteen (16) warrants (“Incremental Warrants”), each to purchase additional Notes in an original principal
amount up to $2,500,000 at an exercise price of $2,256,250, in substantially the same form as the Initial Note (“Incremental Notes”
and together with the Initial Note, the “Notes”). The Incremental Warrants and Initial Note were issued to 2025 Investor on
the Closing Date. The purchase price paid by 2025 Investor under the SPA for the Initial Note and Incremental Warrants was $4,963,750,
which was used by the Company to pay-off certain indebtedness, pay certain outstanding fees and expenses, acquisitions and general corporate
purposes. The Company also granted 2025 Investor registration rights in the shares of Common Stock issuable pursuant to the SPA and conversion
of the Notes. The Company Group also entered into a security agreement with 2025 Investor pursuant to which the Company Group granted
the 2025 Investor a security interest in certain property of the Company Group to secure the Company’s obligations under the Notes.
The Company also agreed to obtain shareholder approval for the issuance of more than 19.99% of the issued and outstanding Common Stock
in this financing.

On February 4, 2025, as required
by the SPA, Joseph La Rosa, as the majority stockholder of the Company, approved (i) the issuance of the Initial Note, the Incremental
Warrants and Incremental Notes, all Interest Shares and all of the Conversion Shares and Incremental Conversion Shares in excess of 19.99%
(without regard to any limitation on conversion or exercise thereof) of the Company’s issued and outstanding Common Stock at a price
less than the minimum price required by the Nasdaq in accordance with Nasdaq Listing Rules 5635(b) and 5635(d); (ii) authorization to
complete a reverse split of our Common Stock; and (iii) authorization to increase the number of authorized shares of our Common Stock
to ensure that the Company has a sufficient number of authorized shares reserved for issuance to equal at least 200% of the maximum number
of shares issuable upon conversion of the Notes, as determined under the Securities Purchase Agreement. Such approval was effective on
March 27, 2025, or 20 days after the commencement of mailing of the definitive information statement regarding this approval to the stockholders
of the Company.

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Our Organization

La Rosa Holdings Corp. was
incorporated in the State of Nevada on June 14, 2021 by its founder, Mr. Joseph La Rosa, to become the holding company for five Florida
limited liability companies in which Mr. La Rosa held or controlled a one hundred percent ownership interest: (i) La Rosa Coaching, LLC
( “Coaching”); (ii) La Rosa CRE, LLC (“CRE”); (iii) La Rosa Franchising, LLC (“Franchising”); (iv)
La Rosa Property Management, LLC (“Property Management”); and (v) La Rosa Realty, LLC (“Realty”). Coaching, CRE,
Franchising, Property Management and Realty became direct, wholly owned subsidiaries of the Company as a result of the closing of the
Reorganization Agreement and Plan of Share Exchange dated July 22, 2021, which was effective on August 4, 2021. Pursuant to the Reorganization
Agreement, each LLC exchanged 100% of their limited liability company membership interests for one share of the Company’s common
stock, $0.0001 par value per share (the “Common Stock”), which share was automatically redeemed for nominal consideration
upon the closing of the transaction, resulting each LLC becoming the direct, wholly owned subsidiary of the Company.

The Company conducts its operations
through its 24 subsidiaries:

●
La Rosa Realty, LLC is engaged in the residential real estate brokerage business;

●
La Rosa Coaching, LLC is engaged in the delivery of coaching services to our brokers and franchisee’s brokers;

●
La Rosa CRE, LLC is engaged in the commercial real estate brokerage business;

●
La Rosa Franchising, LLC is engaged in the franchising of real estate brokerage agencies;

●
La Rosa Property Management, LLC is engaged in property management services to owners of single-family residential properties;

●
La Rosa Realty Premier, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty CW Properties, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty North Florida, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty Orlando, LLC is engaged mostly in the residential real estate brokerage business;

●
Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.) is engaged mostly in the residential real estate brokerage business;

●
Horeb Kissimmee Realty, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty Winter Garden, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty Texas, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty Georgia, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty California is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty Lakeland, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty Success, LLC is engaged mostly in the residential real estate brokerage business;

●
BF Prime, LLC is engaged mostly in the residential real estate brokerage business;

●
Nona
Title Agency, LLC is engaged in providing title services related to real estate transactions;

●
La Rosa Realty Beaches, LLC is engaged mostly in the residential real estate brokerage business;

●
Baxpi Holdings, LLC is engaged mostly in the residential real estate brokerage business;

●
La Rosa Realty NC, LLC is engaged mostly in the residential real estate brokerage business;

●
LR Luxury, LLC is engaged mostly in the residential real estate brokerage business; and

●
LR Agent Advance, LLC, formed in April 2025 for the purpose of offering a commission advancement program exclusively for La Rosa agents.

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We are a “controlled
company” as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of April 15, 2025,
controls 50.5% of the total voting power of our Common Stock based on his ownership of Common Stock and the 20,000,000 votes provided
by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the “Series X Preferred Stock”) that votes with
the Common Stock, with respect to director elections and other matters.

Our Business

We operate primarily in the
United States residential real estate market which totaled $49.7 trillion at the end of 2024 reflecting a year over year gain of $2.5
trillion due to sufficient number of buyers competing over a relatively small number of listings, according to Redfin Corp1.

The Company is the holding
company for its direct, majority owned subsidiaries, and has no other operations.

Realty was a traditional residential
real estate brokerage firm founded in 2004 by Mr. La Rosa to serve the Florida market. In 2011, La Rosa Realty shifted to an agent-centric
real estate brokerage format, offering agents more tools and value while offering experienced agents a 100% commission split. Newly licensed
and agents still in training operate on a New Agent Coaching (NAC) 70% to agent / 30% commission split (6% to La Rosa Coaching, 14% to
the La Rosa individual coach, 7% to the brokerage office who engaged the new agent, and 3% to the Director of Coaching who is employed
by La Rosa Holdings) Alternatively, they may choose the Ultimate Plan Business Builder (“UPBB”)and operate on a 60% to agent
/ 40% that includes 10% revenue share commission split (6% to La Rosa Coaching, 14% to the La Rosa individual coach, 7% to the brokerage
office who engaged the new agent, and 3% to the Director of Coaching who is employed by La Rosa Holdings). Realty has expanded its geographic
footprint over the years by integrating technology into its operations and creating a brokerage that provides its agents with the tools
to handle their transactions, accounting, marketing, social media and customer relations. Realty’s full service, high touch engagement
with its clients assists them with navigating the complexity of the home purchase/sale transaction through their intimate knowledge of
the local market, guiding them on the right pricing for their sale or purchase, assisting in the negotiation of the sales contract, overseeing
the home inspections and possible repairs, reviewing the financial details of the transaction to assure that there are no errors and attending
the closing of the sale to ensure that there are no last minute surprises. Realty believes that its services build referrals and repeat
clients who appreciate the expertise and personal relationships that they develop with our agents.

In 2018, Mr. La Rosa organized
Franchising to study the potential to expand nationally by means of creating a franchise model that would be easily duplicable. Franchising
began franchising real estate brokerage businesses based on its Franchise Disclosure Document filed with the Federal Trade Commission
in 2019 and converted several of its largest offices in Florida to “La Rosa Realty” franchises. Franchising also oversees
and administers the offices that it sells, no matter their brand. Franchising uses the typical model for licensing the use of our two
brands together with our proprietary business methodology, technology, tools, and training. Our franchisees own their own brokerage businesses,
are solely responsible for their operations and risks, and are able to retain the substantial upside of their business if they are profitable.
Our franchisees use our successful and well-known brands, our systems and technology, training and personal assistance and guidance to
help run their businesses more efficiently and, we believe, more successfully than other branded real estate franchisees. Our franchisees
pay us an initial licensing fee, a royalty fee based on their gross commissions, an annual membership fee, a coaching fee payable to Coaching
for coaching services, a commercial royalty fee payable to La Rosa CRE for all commercial real estate transactions, a training fee for
its administrative personnel and a fee to use our proprietary software. Because our franchise “product” has been developed
over the years and is delivered in a “package” format, our fixed costs are low and our franchising gross margins are relatively
higher than our more labor intensive businesses. While we intend to continue the franchise arm of the business, we will, in the future,
concentrate on opening corporate offices that produce higher revenue and increased margins.

Coaching grew out of Mr. La
Rosa’s life and business coaching seminars which were organized in 2019 to provide education and mentoring to new real estate agents
who join Realty in any of our offices. Each agent in coaching is assigned an experienced real estate agent/coach who assists and advises
the new agent for, at a minimum, their first three sales transactions and the successful completion of our exclusive core competency courses
and examinations. Brokers compensate us for the courses and mentoring by splitting their commissions with us when they are involved in
the sale and purchase of a property for which we receive thirty percent (30%) of their share of the real estate brokerage commission.
Our franchisee brokers also take the in-house course and ongoing coaching that cover topics, including but not limited to local real estate
brokerage law, lead generation, recruiting, business management, industry trends, and leadership. We added a second tier of coaching in
2021 that we believe provide business and personal growth and advanced real estate courses to our and our franchisees’ agents for
various fees based on the subject matter and length of the course.

1
https://www.redfin.com/news/housing-market-value-december-2024

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Unlike most other residential
real estate brokerage companies, we encourage our sales agents to seek out property management business. Property Management, which was
organized in 2014, trains our sales agents to provide residential property management services to owners of single-family residential
properties and provides our agents with the tools to service those property owners. These tools include management, marketing, accounting
and financial services. Our agents generally charge the homeowners between eight to twelve percent (8-12%) of the monthly rental. Our
agents pay Property Management to be the point of contact for the property owner and their tenants, handle all tenant screenings, applications,
contracts, forms and documents, and deal with attorneys if necessary to enforce the agreements. We manage the collection of rents and
the disbursement of payments to vendors, service providers, agents, and property owners, while retaining a fee of $55.00 per agent, per
property, per month. As of March 31, 2025, we have provided property management services for approximately 650 properties across Florida,
including single-family residences, condominiums, townhouses, and other types of residential real estate. Consistent with industry custom,
management contract terms typically range from one to three years, although some contracts can be terminated at will at any time following
a short notice period, usually 30 to 120 days, as is typical in the industry. Property Management has recently added a division to directly
manage properties in Florida and to expand those services to our other offices in other states in the future.

Unlike many other real estate
brokerages, we encourage our sales agents to seek out commercial real estate business. CRE was organized in 2014 originally to provide
“residential-commercial” real estate advisory services such as helping sales agents’ customers lease office space. CRE
now assists agents who have customers who wish to purchase multifamily, office, storage, mixed use and apartment properties. We provide,
on a fee basis, training to sales agents who wish to work in the commercial real estate space, and advise customers with respect to office
leasing, multi-family property sales and leasing, and land and subdivision development. Our customers come primarily from referrals from
our Realty brokers who are asked by their clients to assist them in with various commercial real estate property transactions. In January
2025 2024, the Company hired a leader for this division who possesses vast experience in commercial real estate. We expect stronger growth
of this segment of our business in 2025 and beyond.

For our title insurance and
settlement services segment, we operate under the brand FPG Title Group which provides comprehensive title insurance and settlement services
to protect real estate transactions for residential, commercial, agency, home builders, and vacation ownership properties. Providing these
services we aim to ensure that both homeowners and lenders are safeguarded against potential legal claims or disputes related to property
ownership. Key services include title insurance services, which help to protect against risks such as undisclosed heirs, errors in public
records, forgery or fraud in previous ownership documents, and outstanding liens or unpaid taxes, and settlement services, which help
to facilitate smooth and secure property transactions, in compliance with industry regulations. We believe that FPG Title Group is positioned
as a trusted partner in Florida, offering tailored solutions for local banks, national lenders, and mortgage servicers. Our expertise
allows us to close loans quickly, accurately, and in full compliance with industry standards. Our goal is to provide flexible and customizable
services to meet the specific requirements of various lenders and demonstrate our commitment to client satisfaction through our comprehensive
service offerings and dedicated team

We have 26 La Rosa Realty
corporate real estate brokerage offices and branches located in Florida, California, Texas, Georgia, North Carolina and Puerto Rico, and
a title services company located in Florida. In April 2025, we also formed LR Agent Advance, LLC, offering a commission advancement program
exclusively for La Rosa agents.

We also have a number of affiliated
companies that are wholly, or majority owned by Mr. La Rosa that we refer to in this report as our affiliates. While our affiliates are
not owned by us, some do use our services and contribute to our revenue stream. Our affiliates operate residential real estate brokerage,
insurance brokerage and real estate title and full commercial real estate brokerage businesses.

Our Focus

Our Mission Statement is that
“we are here to support, empower and elevate those who we serve with integrity.” We are committed to excellence in all we
do and are respectful, compassionate, trustworthy, responsible, joyful, inspiring and adaptive. At La Rosa, we inculcate these core values
to our sales agents and employees and strive to live by them every day.

We believe home buyers and sellers choose agent because of their individual
marketing prowess, professionalism, and personality. To capitalize on this, we focus on helping our agents improve professionally and
in increase their financial ability to invest in their personal marketing, and, therefore, capture a greater percentage of customers.

We have built our business on what we know to be our customer’s
needs. The purchase of a home is likely the most expensive purchase a consumer will make in his or her lifetime. Many first-time home
buyers are young and require knowledgeable, experienced guidance from our agents and our franchisor’s agents. Home sellers need
the market ken and potential buyer reach that our agents and our franchisee’s agents provide. Our agents and our franchisee’s
agents build lasting relationships with their clients that result in repeat business and referral business. Notwithstanding claims of
the internet-only brokerages that homes are a commodity that can be bought and sold like a can of beans, this consumer need is borne out
in reality. The research conducted by the National Association of Realtors (the “NAR”)2 in 2024 shows that:

●
88% of buyers recently purchased their home through a real estate agent or broker and 5% purchased directly through the previous owner;

●

having an agent to help them find the right home was what buyers wanted
most when choosing an agent at 49%;

●
77% of buyers interviewed only one real estate agent during their home
search;

2
https://www.nar.realtor/sites/default/files/2024-11/2024-profile-of-home-buyers-and-sellers-highlights-11-04-2024_2.pdf

9

●

88% of buyers would use their agent again or recommend their agent to others,
and 66% of sellers recommended their agent at least once since selling their home;

●

90% of all sellers used an agent or broker to sell their home and 6% sold
to the buyer directly (via FSBO) (all-time low);

●

40% of buyers used an agent that was referred to them by a friend, neighbor,
or relative, 21% used an agent that they had worked with in the past to buy or sell a home; and

●

81% of all sellers contacted only one agent before finding the right one
to assist with the sale of their home.

We believe that our agents’ training, knowledge of the market, access
to public and non-public data related to transactions, and experience with past transactions gives them a unique insight to provide our
home buyer clients with invaluable advice and judgement. Their ability to reach potential buyers and our relationships with other brokers,
both within and without our Company and franchisors, help our seller clients achieve the maximum possible price for their properties.

Our Company works in the present
but has its eye on the future. We understand that the housing market will change over time and are focusing on how to prepare for that
change. The following chart is a projection of the past and future of home ownership rates based on age groups, with the projections noting
either slow or fast change.3

As the market slows slightly
in out years, we started, and intend to continue, increasing the use of our technology tools to make our agents more efficient and productive.

Our People

Our people are our most important asset. We spend significant time and
effort in attracting and retaining talented people for our businesses. Many agents contact us after hearing of or experiencing Mr. La
Rosa’s personal and business growth seminars, his book or his podcasts. They are attracted to the Company because they desire to
work in a diverse, inclusive, welcoming and learning environment that allows the agents to attain their individual potential. The financial
attraction is our ability to offer competitive salaries for our employees, a 100% commission “split” with our experienced
realtors and a 70%/30% commission split with our new and inexperienced agents. Experience agents can participate in three plans: our Ultimate
Plan Business Builder with a 90%/10% split, our Ultimate Plan and our Premier Plan, both with 100% commission and low annual and monthly
dues. In our UPBB plan, an agent can participate in the Company’s Revenue Share Plan rewarding an agent for the recruitment of other
agents and for the additional agents these recruited agents recruit. We also have an Agent Incentive Plan pursuant to which agents can
earn restricted stock units convertible into our Common Stock through their outstanding performance. But, most importantly, we believe
it is the training, education and ongoing support that we provide to our agents that gives them an edge in a very competitive and crowded
real estate brokerage marketplace.

Our businesses emphasize diversity
and inclusion in the workplace and the value of home ownership. We strive to create a workplace that is inclusive of everyone, where every
person can be authentic, and where that authenticity is celebrated as a strength. Management works diligently to make the Company a desirable
place to work by creating learning experiences, programs, compensation, and benefits that attract, develop, train, engage, motivate, reward,
and retain the best talent. With a focus on teamwork, collaboration, and diversity and inclusion, we aspire to be a company where the
best people want to work and are engaged every day. Outside the office, our agents comply and observe non-discrimination laws and policies
and work with all clients to ensure that they are able to acquire the home of their dreams.

3
https://www.urban.org/urban-wire/2040-us-will-experience-modest-homeownership-declines-black-households-impact-will-be-dramatic

10

Our Technology

We provide our agents and
employees with cloud-based real estate brokerage services by utilizing our consumer-facing websites, including our corporate website www.larosarealty.com
and our proprietary technology that provides brokerage operations management tools. When an agent is on-boarded, they are required to
take our monthly Foundations Series which covers the use of our proprietary applications. Through our websites, we provide buyers, sellers,
landlords, and tenants with access to all of the available properties for sale or lease on the multiple listing service (“MLS”),
in each of the markets in which we operate. We provide each of our Company franchisees and their agents with their own personal website
that they can modify to match their personal branding. Our website also gives consumers access to our network of professional real estate
agents and vendors. Additionally, the websites we provide use Artificial Intelligence (“AI”) integrated Client Relationship
Management (“CRM”) software to enhance the consumers’ internet experience and assist our agents with lead generation
and lead capture through the AI features. For example, our CRM software, which is integrated into our websites, uses artificial intelligence
to generate marketing leads for our agents by sending marketing materials to potential buyers and sellers automatically without any agent
involvement. Our technology platform also provides unique automated blogging and comprehensive social media marketing campaigns for our
agents to create top of mind public awareness of our brand.

In October 2023, we launched
our proprietary technology system – JAEME, part of “My Agent Account.” JAIME is a real estate AI assistant created to
support and inspire our agents with personalized content to drive marketing, efficiency, and sales. This advanced technology can help
agents to provide services to their clients in a more efficient way – even from their mobile devices. Through JAEME, La Rosa’s
agents can easily create:

-
Compelling property descriptions

-
Effective email campaigns

-
Detailed business plans

-
Innovative video scripts

-
High-conversion newsletter campaigns

-Exclusive lead generation ideas

Our proprietary technology
and third-party services and platforms provide our agents and franchisees with commission management and accounting systems, an internal
agent “intranet” application, customer relationship management applications, a transaction management solution, and automated
marketing and social media applications and privacy and identity protections. The combination of our brands, proprietary technology, services,
data, lead generation, and marketing tools gives our agents the power to offer best-in-class service to their clients.

Internally, we use our technology
to provide our Company agents, employees and franchisees with the means to find and develop new business, manage their relationships both
externally with their clients and internally with the Company or their franchisor, develop better skills and knowledge in their areas
of endeavor and, we believe, enhance their earning potential. While no one can predict the ups and downs of the real estate market, we
believe that the “weapons” we provide to our Company agents, employees and franchisees help them fight the adverse economic
conditions, a volatile market and the competition.

While our offices and our franchisor’s offices act as their “home
base,” most agents use our offices primarily for real estate closings and training. We monetize our technology by charging our agents
and our franchisor’s agents what we believe to be a reasonable monthly fee for the use of our suite of tools.

Our Intellectual Property

It is important that we protect
our technology and intellectual property. We rely upon a combination of trademarks, trade secrets, copyrights, patents, confidentiality
procedures, contractual commitments, domain names, and other legal rights to establish and protect our intellectual property. We generally
enter into confidentiality agreements and invention or work product assignment agreements with our officers, employees, agents, contractors,
and business partners to control access to, and clarify ownership of, our proprietary information.

As of April 15, 2025, we had
service mark registrations in the United States, including registration for “LR La Rosa Realty” and LR logo. We also had trademark
and service mark registrations and applications in certain foreign jurisdictions. Additionally, we are the registered holder of a number
of domain names, including “larosarealty.com” and “larosaholdings.com”.

We continually review our
development efforts to assess the existence and patentability of new intellectual property. We intend to continue to evaluate the benefit
of patent protection with respect to our technology and will file additional applications when we believe it will be beneficial.

11

Our Markets

Our primary market is in the
United States. As of April 15, 2025, we have 26 La Rosa Realty corporate real estate brokerage offices and branches located in Florida,
California, Texas, Georgia, North Carolina and Puerto Rico. The Company also has 6 La Rosa Realty franchised real estate brokerage offices
and branches and 3 affiliated real estate brokerage offices in the United States and Puerto Rico. Additionally, the Company has a
full-service escrow settlement and title company in Florida. In April 2025, we also formed LR Agent Advance, LLC in Florida, offering
a commission advancement program exclusively for La Rosa agents.

Our Revenue Streams

Our financial results are
driven by the total number of sales agents in our Company, the number of sales agents closing commercial real estate transactions, the
number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. We grew our total agent
count from our founding in 2004 to 2,769 agents as of March 31, 2025.

The majority of our revenue is derived from a stable set of fees paid by
our brokers, franchisees, and consumers. We have multiple revenue streams, with the majority of our revenue derived from commissions paid
by consumers who transact business with our and our franchisee’s agents, royalties paid by our franchisees, dues and technology
fees paid by our sales agents, our franchisees and our franchisees’ agents. Our major revenue streams come from such sources as:
(i) residential real estate brokerage revenue, (ii) revenue from our property management services, (iii) franchise royalty fees, (iv)
fees from the sale or renewal of franchises and other franchise revenue, (v) coaching, training and assistance fees, (vi) brokerage revenue
generated transactionally on commercial real estate, (vi) title services revenue and (viii) fees from our events and forums. Our revenue
streams are illustrated in the following chart:

REVENUE STREAM
DESCRIPTION
PERCENT OF TOTAL 2024 REVENUE
PERCENT OF TOTAL 2023 REVENUE

Brokerage Revenue
Percentage fees paid on agent-generated residential real estate transactions. Other revenues recognized monthly (annual and monthly dues charged to our agents).
82%
64%

Property Management Revenue
Management fees paid by the sales agents from fees earned from property owners, rental fees, and rents.
16%
31%

Franchise Sales and Other Franchise Revenues
One-time fee payable upon signing of the franchise agreement. Other revenues recognized monthly (annual membership, technology, interest, late fees, renewal, transfer, successor, accounting, other related fees). Per agent per closed transaction; payable monthly.
1%
3%

Coaching/Training/Assistance Revenue
Based on real estate commissions earned by the sales agent. Event fees and break-out sessions.
1%
2%

Commercial Real Estate Revenue
10% of every real estate commission earned by the sales agent. Other revenues recognized monthly (monthly dues charged to our agents).
*
*

Title Settlement and Insurance
Fees paid by customers for comprehensive title and settlement services
*
N/A

TOTAL

100%
100%

*Less than 1%.

12

Our Industry

The residential real estate
industry is cyclical in nature but has shown strong historical long-term growth. We believe that long-term demand for housing in the U.S.
will be primarily driven by the economic health of the domestic economy and local factors such as demand relative to supply, and that
the residential real estate market in the U.S. will also benefit over the long term from the following fundamental factors:

●
pent up demand for affordable housing in the Millennial and Gen Z generations that are seeking to acquire single-family homes;

●
an increase in existing home stock as the Boomer generation downsizes due to retirement, illness and death; and

●
not enough housing starts or resales to accommodate the demand, especially in the Florida market that we primarily serve.

Our brokers deal primarily in sales of existing homes, rather than
the sales of new homes that are typically sold by builders. The recent cycle of growth of the real estate market hit headwinds in the
second half of 2022. Mortgage rates dipped from 20-year highs in early 2023 but have risen again and sales have resumed an extended period
of declines. The National Association of Realtors(NAR) reported that for February 2025 (the seasonally adjusted annual rate) there were
4.26 million existing home sales, an increase of 4.2% over January 2025 but a decrease of 1.2% from the prior year. Total housing inventory
at the end of February 2025 was 1.24 million units, up 5.1% from January and 17% from one year ago (1.06 million). There was a 3.5-month
unsold inventory supply in February 2025, identical to January but up from 3.0 months in February 2024. The median existing-home sales
price increased to $398,400, an increase of 3.8% from February 2024 ($383,800). Properties typically remained on the market 42 days
in February 2025, up from 41 days in January and 38 days in February 2024.

Realtors continue to be an
integral part of the home buying process. According to NAR:5

●
88% of buyers recently purchased their home through a real estate agent
or broker, 5% purchased their home directly from a builder or builder’s agent, and 5% purchased directly from the previous owner;

●
having an agent to help them find the right home was what buyers wanted most when choosing an agent at 49%;

●
most buyers interviewed only one real estate agent during their home
search, with 77% of repeat buyers;

●
88% of buyers would use their agent again or recommend their agent
to others, and nearly 66% of sellers recommended their agent at least once since selling their home.

●
40% of buyers used an agent that was referred to them by a friend, neighbor, or relative and 21% used an agent that they had worked with in the past to buy or sell a home.

On July 7, 2024, the NAR has noted on its website:6

●
There are more than 360,000 residential real estate brokerage firms
and over an estimated 1.5 million active real estate licensees operating in the United States;

●
88% of all realtors are independent contractors; 5% are employees and 8% are “other;”

5
https://www.nar.realtor/sites/default/files/2024-11/2024-profile-of-home-buyers-and-sellers-highlights-11-04-2024_2.pdf

6
https://www.nar.realtor/research-and-statistics/quick-real-estate-statistics

13

●
The median tenure for realtors with their current firm was five years, up from a median of four years in the 2020 NAR survey;

●
Of the NAR members that use drones in their real estate business of
office, 46% hire a professional, 12% have someone in their office that uses drones, and 6% personally use drones. 18% do not use drones;

●
64% of broker/broker associates and 73% of sales agents have a website,
82% of NAR members have their own listings on their website, 70% have information about buying and selling, and 65% have a link to their
firm’s website; and

●
77% of realtors use Facebook and 55% use LinkedIn for professional
purposes, and 19% of all realtor members of the NAR get 1-5% of their business from social media, and 10% get 6-10%.

Seasonality

Our business is affected by the seasons and weather. The spring and
summer seasons, when school is out, have typically resulted in higher sales volumes compared to fall and winter seasons. With the slowdown
in the later months, we have experienced slower listing activity, fewer transaction closings and lower revenues and have seen more agent
turnover as well. Bad weather or natural disasters also negatively impact listings and sales, which reduces our operating income, net
income, operating margins and cash flow. While this pattern is fairly predictable, there can be no assurance that it will continue. Moreover,
with the impact of climate change, we expect more business disruptions in the coming years, many of which could be unpredictable and extreme.

Our revenues and operating
margins will fluctuate in successive quarters due to a wide variety of factors, including seasonality, weather, health exigencies, holidays,
national or international emergencies, the school year calendar’s impact on timing of family relocations, and changes in mortgage
interest rates. This fluctuation may make it difficult to compare or analyze our financial performance effectively across successive quarters.

In addition, the residential
real estate market and the real estate industry in general is cyclical, characterized by “bubbles” that reflect faster-than-usual
housing price increases, heavy demand for single-family homes, interest rate fluctuations, easy credit standards and lax government housing
policies on the one hand, and protracted periods of depressed home values, lower buyer demand, inflated rates of foreclosure and often
changing regulatory or underwriting standards applicable to mortgages on the other hand. It is unclear as to whether the U.S. is currently
experiencing a “bursting bubble” from the unusual pent-up demand and move to remote work created by the Covid-19 pandemic
followed by the rapid and extreme mortgage rate hikes that has slowed the market in recent months. The best example of the bubble bursting
was the significant downturn in the U.S. residential real estate market between 2005 and 2011. While we believe we are well-positioned
to compete during a downturn, our business is affected by these cycles in the residential real estate market, which can make it difficult
to compare or analyze our financial performance effectively across successive periods.

Competition

The real estate brokerage
business is highly competitive. We primarily compete against other independent real estate brokerage agencies in our local markets as
well as the international and national real estate brokerage franchisors seeking to grow their franchise system. We compete against other
brokerages to attract transactional clients based on our personalized service with experienced brokers who know the local market, the
number and quality of listings, our brand and reputation and our marketing efforts. We also compete to attract real estate professionals
based on our brand and reputation, the quality of our training and coaching, our marketing efforts, our generous 100% commission “split”
for experienced brokers and our technology tools that make the brokers more efficient and productive.

Our largest national franchise
competitors in the U.S. include RE/MAX, Realogy Holdings Corp. (which operates several brands including Century 21 and Coldwell Banker),
Fathom Holdings Inc., and eXp World Holdings Inc. We believe that competition in the real estate brokerage franchise business is based
principally upon the reputational strength of the brand, the quality of the services offered to franchisees, and the amount of franchise-related
fees to be paid by franchisees.

We also face competition from
internet-based real estate brokers including Realtor.com, Fathom Holdings Inc., Redfin.com, and Zillow.com, brokers offering deeply discounted
commissions like Simple Showing Holdings, Inc., Houwzer LLC and Real Estate Exchange, Inc. (Rexhomes.com) and “flat fee” brokers
such as Homie Technology, Inc., Cottage Street Realty, LLC (FlatFeeGroup.com) and Trelora, Inc. These companies do not provide the same
personalized brokerage services that we do and emphasize low price and a do-it-yourself philosophy.

FPG Title Group operates in a competitive landscape, facing significant
competition from other title insurance and settlement service providers in Florida. Key competitors include First American Title Insurance
Company, Fidelity National Title Group, and Old Republic National Title Insurance Company. These companies offer similar services, such
as title insurance and escrow services, and have established strong market positions through extensive networks and robust client relationships.
To differentiate itself, FPG Title Group focuses on providing customizable solutions tailored to the specific needs of local banks, national
lenders, and mortgage servicers. Additionally, FPG Title Group emphasizes client satisfaction through dedicated service teams and streamlined
transaction processes, aiming to close loans quickly and accurately while maintaining full compliance with industry standards. This strategic
approach helps FPG Title Group maintain a competitive edge in the market.

14

In the property management
arena, we compete against independent local property management companies and the major national and international commercial real estate
property managers such as Jones Lang LaSalle and Cushman & Wakefield plc. While most of our property management business comes from
referrals in our local market, we compete on price and our ability to be on the ground and available to handle day-to-day matters for
our clients.

Our real estate coaching business
competes against other in-house training services operated by independent real estate brokerage agencies and the international and national
franchisors named above, as well as online providers including The Mike Ferry Organization, Keller Williams Mega Agent Production Systems,
Buffini and Co., Tony Robbins Coaching, Craig Proctor Coaching, and Tom Ferry Coaching. We compete on the basis of personalized instruction,
our mentorship program that provides a neophyte agent with an experienced coach to guide her and answer questions on an on-going basis
after the classroom instruction has ended.

Many of our existing and potential
competitors have substantial competitive advantages, including a larger national and international footprint and more recognizable brand,
greater financial resources, longer operating histories, a greater breadth of marketing coverage, more extensive relationships in the
residential and commercial real estate industry with brokers, agents, service providers and advertisers, stronger relationships with third
party data providers such as multiple listing services and listing aggregators, maintain their own in-house software development, have
access to larger user bases and greater intellectual property portfolios.

Government Regulation

Overview

The residential real estate
industry is regulated by federal, state and local authorities as well as private associations or state sponsored associations or organizations.
We must comply with federal, state, and local laws, as well as private governing bodies’ regulations, which, when combined, results
in a highly regulated industry.

We are also subject to federal
and state regulations relating to employment, contractors, and compensation practices. Except for our employed Company agents, all agents
in our brokerage operations have been retained as independent contractors, either directly or indirectly through our franchisors. With
respect to these independent contractors, like most brokerage firms, we are subject to the Internal Revenue Service regulations and applicable
state law guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency
interpretation.

Federal Regulation

The Real Estate Settlement
Procedures Act of 1974, as amended, became effective on June 20, 1975. RESPA requires lenders, mortgage agents, or servicers of home loans
to provide borrowers with pertinent and timely disclosures regarding the nature and costs of the real estate settlement process. RESPA
also protects borrowers against certain abusive practices, such as kickbacks, and places limitations upon the use of escrow accounts.
RESPA also requires detailed disclosures concerning the transfer, sale, or assignment of mortgage servicing, as well as disclosures for
mortgage escrow accounts. RESPA is administered and enforced by Consumer Financial Protection Bureau (the “CFPB”). We are
also subject to the Fair Housing Act of 1968 (the “FHA”) which prohibits discrimination in the purchase or sale of homes and
applies to real estate brokers and agents, among others. The FHA prohibits expressing any preference or discrimination based on race,
religion, sex, handicap, and certain other protected characteristics, and applies broadly to many forms of advertising and communications.
Other federal laws and regulations applicable to our business include (i) the Federal Truth in Lending Act of 1969; (ii) the Federal Equal
Credit Opportunity Act; (iii) the Federal Fair Credit Reporting Act; (iv) the Home Mortgage Disclosure Act; (v) the Gramm-Leach-Bliley
Act; (vi) the Consumer Financial Protection Act; (vii) the Fair and Accurate Credit Transactions Act; and (viii) the Do Not Call/Do Not
Fax Act and other federal and state laws pertaining to the privacy rights of consumers, our collection, use, and disclosure of data collected
from our website and mobile users, and the manner and circumstances under which we or third parties may market and advertise our services
to consumer which affects our opportunities to solicit new clients.

Our business is also subject
to various antitrust and competition laws, including the Sherman Antitrust Act, the Federal Trade Commission Act, the Clayton Act, and
other related federal, state, and provincial laws in the jurisdictions in which we operate. These laws prevent anti-competitive behaviors
such as price-fixing and other conduct that unreasonably restrains trade and competition. In 2021, the Department of Justice (“DOJ”)
withdrew its consent to a November 2020 proposed settlement with NAR concerning alleged anti-competitive practices in real estate. While
the DOJ dismissed its lawsuit against NAR in July 2021, it indicated a broader investigation into NAR’s activities. In November
2021, NAR modified its rules to implement most of the changes the DOJ settlement sought. In January 2023, a court set aside the DOJ’s
new investigative demand related to NAR. The indirect and direct effects, if any, of this action upon the real estate industry are not
yet clear.

While anti-competition enforcement
has intensified across industries, there is a unique focus on the real estate industry in the United States and Canada. For example, the
White House issued an Executive Order in July 2021 identifying real estate brokerages and listings as an area of focus. In 2018, a joint
workshop by the DOJ and FTC addressed potential competition issues in the residential real estate sector which could be the subject of
future enforcement actions.

During late 2023, lawsuits
were filed against the NAR and a number of large real estate brokers around the country alleging antitrust violations. We were not named
as a defendant in any antitrust litigation.

15

On March 15, 2024, the National
Association of REALTORS® announced an agreement that would end litigation of claims brought on behalf of home sellers related to broker
commissions. This settlement resolves claims against NAR and nearly every NAR member; all state, territorial and local REALTOR® associations;
all association-owned MLSs; and all brokerages with an NAR member as principal whose residential transaction volume in 2022 was $2 billion
or below and is subject to court approval. The settlement makes clear that NAR continues to deny any wrongdoing in connection with the
Multiple Listing Service cooperative compensation model rule (the MLS Model Rule) that was introduced in the 1990s in response to calls
from consumer protection advocates for buyer representation. Under the terms of the agreement, NAR would pay $418 million over approximately
four years. In the settlement, effective mid-July 2024, NAR agreed to put in place a new rule prohibiting offers of compensation on the
MLS, as well as adopt new rules requiring written agreements between buyers and buyers’ agents. However, the direct and indirect
effects, if any, of the judgment upon the real estate industry are not yet entirely clear.

These lawsuits, together with
similar lawsuits against other businesses in our industry, have prompted discussion of regulatory changes to rules established by local
or state real estate boards or MLSs. At this time, we do not believe to be negatively affected by such lawsuits due to flexibility of
our agent-centric commission model, creating multiple revenue streams for our agents, and due to our consumer-centric technology model.
However, the resolution of the antitrust litigation and/or other regulatory changes may require changes to our or our brokers’ business
models, including changes in agent and broker compensation. This could reduce the fees we receive from our affiliated real estate professionals,
which, in turn, could adversely affect our financial condition and results of operations.

Internationally, our operations
are also subject to laws against improper payments, including the U.S. Foreign Corrupt Practices Act and similar global regulations.

State and Local Regulation

We are subject to state real
estate and brokerage licensing laws and requirements that vary from state to state. In general, all individuals and entities lawfully
conducting businesses as real estate agents or sales associates must be licensed in the state in which they carry on business and must
at all times be in compliance.

Real estate brokers are required
to be employed by the brokerage firm or as an independent contractor and the broker may work for another broker conducting business on
behalf of the sponsoring broker. Generally, attorneys may act as brokers in some states without being separately licensed.

States may require a person
licensed as a real estate agent, sales associate or salesperson, to be affiliated with a broker, as either an employee or an independent
contractor, in order to engage in licensed real estate brokerage activities or allow the agent, sales associate or salesperson to work
for another agent, sales associate or salesperson conducting business on behalf of the sponsoring agent, sales associate or salesperson.

Engaging in the real estate
brokerage business requires obtaining a real estate broker license (although in some states the licenses are personal to individual agents).
In order to obtain this license, most jurisdictions require that a member or manager be licensed individually as a real estate broker
in that jurisdiction. If applicable, this member or manager is responsible for supervising the licensees and the entity’s real estate
brokerage activities within the state.

Real estate licensees, whether
they are salespersons, individuals, agents or entities, must follow the state’s real estate licensing laws and regulations. These
laws and regulations generally specify minimum duties and obligations of these licensees to their clients and the public, as well as standards
for the conduct of business, including contract and disclosure requirements, record keeping requirements, requirements for local offices,
escrow trust fund management, agency representation, advertising regulations and fair housing requirements. Our Company’s management
and our franchisors provide oversight with respect to the observance of the statutes and regulations set forth in each state where we
or our franchisors, respectively, operate.

Many jurisdictions have local
county or city regulations that govern the conduct of the real estate brokerage business. Local regulations generally require additional
disclosures by the parties to a real estate transaction or their agents, or the receipt of reports or certifications, often from the local
governmental authority, prior to the closing or settlement of a real estate transaction as well as prescribed review and approval periods
for documentation and broker conditions for review and approval.

Climate regulation

On March 6, 2024, the SEC
issued final climate disclosure rules to require public companies to include enhanced disclosure regarding corporate climate-related information
in their periodic reports and registration statements. Such information would include climate-related risks that are reasonably likely
to have a material impact on a registrant’s business or results of operations, as well as certain climate-related financial statement
metrics. On March 15, 2024, the Fifth Circuit Court of Appeals, in the case Liberty Energy Inc. and Nomad Proppant Services LLC temporarily
enjoined the enforcement of those rules. Soon other states and private parties also challenged the rules. The litigation was then consolidated
in the Eighth Circuit, and the SEC previously stayed effectiveness of
the rules pending completion of that litigation. Briefing in the cases was completed before the change in Administrations, but on March
27, 2025, the SEC voted to end its defense of the rules requiring
disclosure of climate-related risks and greenhouse gas emissions.

16

Other regulation

We are also subject to rules
established by private real estate groups and/or trade organizations, including, among others, the NAR, state and local associations of
realtors, local Multiple Listing Services and homeowners’ associations that have rules governing the sale of properties within their
neighborhoods. Each third-party organization generally has prescribed policies, bylaws, codes of ethics or conduct, and fees and rules
governing the actions of members in dealings with other members, clients and the public, as well as how the third-party organization’s
brand and services may or might not be deployed or displayed.

Human Capital Resources

As of December 31, 2024, we had 39 full-time employees in our Company
and our majority owned subsidiaries, and approximately 2,581 real estate agents that are independent contractors with Realty and other
subsidiaries of the Company. Our operations are overseen directly by our management. Our management functions cover corporate administration,
training, agent relations, business development, technology, and research. We intend to expand our current management to retain skilled
employees with experience relevant to our business. Our management’s relationships with our agents and technology team are good.
We do not have any collective bargaining agreements, and our employees are not represented by a union.

Our human capital resources objectives
include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and
consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting
of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our Company by motivating
such individuals to perform to the best of their abilities and achieve our objectives.

Available Information

Our website address is www.larosaholdings.com.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, proxy and
registration statements filed or furnished with the SEC, are available free of charge through our website. We make these materials available
through our website as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to,
the SEC. The reports filed with the SEC by our executive officers and directors pursuant to Section 16 under the Exchange Act are also
made available, free of charge on our website, as soon as reasonably practicable after copies of those filings are provided to us by those
persons. These materials can be accessed through the “Financial Filings” section of our website. The information contained
in, or that can be accessed through, our website is not part of this Annual Report on Form 10-K.