Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated January 11, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty North Florida, LLC

Exhibit 10.77

AMENDMENT TO

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Amendment dated as of September 15, 2022 (“Amendment”) amends the Membership Interest Purchase Agreement (this “Agreement”), dated as of January 11, 2022 (the “Effective Date”), is by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and Thomas R. Stewart (the “Seller”), and La Rosa Realty North Florida, LLC, a Florida limited liability company, located at 9250 Baymeadows Rd. Ste 230, Jacksonville FL 32256 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Parties”).”

The Parties hereby agree to amend the Agreement as follows:

1.       Schedule A of the Agreement shall be deleted in its entirety and replaced with the following:

SCHEDULE A

2.       Except as otherwise stated herein, the Agreement shall continue in full force and effect.

3.       The Parties further agree that the requirement that Mr. Stewart distribute, within ten (10) business days after the Shares he receives become unrestricted, the number of Shares to the persons set forth on Addendum A to the Supplement Agreement by and between La Rosa Holdings Corp. and Mr. Stewart dated January 11, 2022, is now terminated, cancelled and rendered null and void, and the Buyer hereby agrees to issue such restricted shares to said Recipients, without payment therefor, on a date that is not more than twenty (20) business days after the closing date of the Buyer’s intial public offering. Except as set forth in this Section 3, all other terms and conditions of the Supplement Agreement shall remain in full force and effect.

4.       All matters relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

5.       This Amendment and the schedules and exhibits to be delivered hereunder constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter hereof.

6.       This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

[SIGNATURES APPEAR ON THE NEXT PAGE.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date set forth above by their respective representatives thereunto duly authorized.

La Rosa Holdings Corp.

January     , 2022

Page 3

Addendum A

La Rosa Holdings Corp.

January     , 2022

Page 4

La Rosa Holdings Corp.

January     , 2022

Page 5