Amendment No.2 dated June 9, 2023 to the Share Vesting, Cancellation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 dated December 8, 2022

Exhibit 10.106

AMENDMENT No. 2

TO THE SHARE VESTING, CANCELLATION AND REISSUANCE AGREEMENT

This Amendment No. 2 (“Amendment”) to the Share Vesting, Cancellation and Reissuance Agreement dated December 8, 2022 and amended on May 18, 2023 (the ”Agreement”) is made and entered into as of June 8, 2023, by and between La Rosa Holdings Corp., a State of Nevada corporation (the “Company”), having its principal place of business at 1420 Celebration Blvd, 2nd Floor, Celebration, Florida 34747, on the one hand, and Bonilla Opportunity Fund I, LTD (“BOF”), CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 (the “Trusts” and together with BOF the “Share Partner”), having its principal place of business at 7901 Kingspointe Parkway, Ste 8, Orlando Florida 32819, on the other hand. Company and Share Partner are referred to herein as the “Parties.”

RECITALS

WHEREAS, the Company and the Share Partners desire to amend the Agreement to revise certain terms, conditions and obligations of the Parties with respect to the number of shares to be reissued to the Share Partner pursuant to the Agreement.

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:

“ 3. REISSUANCE OF THE SHARES. The total number of Shares to be issued for the benefit of the Share Partner shall represent 4% of total Company shares issued and outstanding on the date of the closing of the IPO. One-half of such Shares shall be issued to ELG-TRUST-1004-09-01-13 and one- half of such Shares shall be issued to CGB-TRUST-1001-01-13-22, at the earlier of: (i) within ten days after the Company’s common stock commences trading on a Senior Exchange as set forth in the Advisory Agreement; or (ii) any Merger, SPAC or any similar deal structured by the Company with any third party; or (iii) July 31, 2023 (the “Closing”). Such issuance shall be in full satisfaction of Share Partner’s “true up” right to receive four percent (4%) of the issued and outstanding shares of the Company’s common stock at the time of its IPO.”

[SIGNATURE PAGE TO THE AMENDMENT FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on the date first written above.