Brera Holdings PLC Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2023 • Brera Holdings PLC • Services-amusement & recreation services • New York

The undersigned, Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities, LLC together with its subsidiaries and affiliates (collectively “Revere,” hereinafter referred to as “you” or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [*] by and between Brera Holdings Limited, an Irish private company limited by shares (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated [*], 2022, by and between Brera Holdings Limited, an Irish private company limited by shares (the “Company”), and the undersigned (the “Director”).

UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services • New York

The undersigned, Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities, LLC together with its subsidiaries and affiliates (collectively “Revere,” hereinafter referred to as “you” or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Executive Consulting Services Agreement
Executive Consulting Services Agreement • June 12th, 2023 • Brera Holdings PLC • Services-amusement & recreation services • New York

This Executive Consulting Services Agreement (this “Agreement”) is entered into as of June 12, 2023 (the “Effective Date”) by and between Brera Holdings PLC, an Irish public limited company (the “Company”), and Pierre Galoppi, an individual (“Consultant”), from 1st PMG Capital Corporation (“1st PMG”). The Company and Consultant may be referred to herein, individually, as a “Party” and, together, as the “Parties”.

SUBSCRIPTION AGREEMENT (This “Agreement”)
Subscription Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services • New York

Subscription. The undersigned (sometimes referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and agrees to purchase the Securities (as defined below) of Brera Holdings Limited, an Irish private company limited by shares (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein, in the investor package of which this Agreement forms a part (the “Investor Package”) and in the other exhibits to the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined elsewhere in the Offering Documents. The Company is seeking to raise a minimum of $500,000 (the “Minimum Offering Amount”) and maximum of $1,500,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscr

SHARE OPTION AGREEMENT
Share Option Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

This Share Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Brera Holdings Limited, an Irish private company limited by shares (the “Company”), and the participant named below (the “Participant”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 8th, 2024 • Brera Holdings PLC • Services-amusement & recreation services

SHARE PURCHASE AGREEMENT, dated as of the date set forth above (this “Agreement”), by and between the seller named above (the “Seller”) and the Buyer named above (the “Buyer”). The Seller and the Buyer are referred to herein as a “Party” and collectively, as the “Parties”.

RESTRICTED SHARES AWARD AGREEMENT
Restricted Shares Award Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

This Restricted Shares Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Brera Holdings Limited, an Irish private company limited by shares (the “Company”), and ______________ (the “Grantee”).

RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

This Restricted Share Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Brera Holdings Limited, an Irish private company limited by shares (the “Company”), and ______________ (the “Grantee”).

SPONSORSHIP AGREEMENT BETWEEN
Sponsorship Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

KAP Srl (CF 09703750969), with current headquarters in Milan at 1/3 via Ripamonti, a company incorporated under Italian law, represented here by Mr. Marco Sala, born in Lecco (Italy) on 17 August 1981, as sole director, (the ” Sponsor ”)

PRELIMINARY CONTRACT FOR THE SALE OF UYBA VOLLEY SHARES BETWEEN
Preliminary Contract • July 6th, 2023 • Brera Holdings PLC • Services-amusement & recreation services

Giuseppe Pirola, born in Saronno (VA) on 28 March 1972, domiciled in Cesate (MI), vicolo Vigna 5, tax code PRLGPP72C28I441K (hereinafter also referred to as “Pirola”);

CONTRACT Between
Contract • March 29th, 2023 • Brera Holdings PLC • Services-amusement & recreation services

Brera Milano S.r.l., Fiscal Code (C.F. 09703750969), with registered office in Piazza San Giorgio 2, Milan (Italy), a company incorporated under Italian law, in the person of its legal representative pro tempore Francesca Duva, (hereinafter also “Brera Milano”)

PRIVATE DEED Between
Private Deed • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

- Mr Alessandro Aleotti, Mr Leonardo Aleotti and KAP S.r.l. – together with Brera Holdings Inc., FCD Brera, Daniel McClory, Adrio De Carolis, Marco Sala – on April 12, 2022, signed a Confidential Term Sheet (hereinafter, the “Term Sheet”), which is attached to this deed, as Annex A;

PRIVATE DEED Between
Private Deed • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

FCD Brera (Tax Code 09572130962), Amateur Sports Association, with registered office in Milan, via Daverio 7, in the person of the President, Mr Alessandro Aleotti, Jointly, the “Parties”;

LETTER OF INTENT
Brera Holdings PLC • September 1st, 2023 • Services-amusement & recreation services

Brera Milano S.r.l., Tax Code 09703750969, with registered office in Piazza San Giorgio 2, Milan (Italy), a company incorporated under Italian law, in the person of Mr. Alessandro Aleotti, Chairman of Brera FC and Board Member of Brera Holdings (hereinafter “Brera Milano”)

BASKETBALL CLUB ABA Joint venture (Adonai Basket Academy) FOOTBALL CLUB AKADEMIJA PANDEV AD No. 02-01/23 No. 03-72/1
Lease Contract • May 1st, 2023 • Brera Holdings PLC • Services-amusement & recreation services
PRIVATE AGREEMENT between
Private Agreement • November 30th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

Brera Holdings PLC with registered office in Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland, a company incorporated under Irish law, registered with the Dublin Companies Registrar under no. 721923, Italian tax code 91058900, in the person of its pro tempore legal representative Sergio Scalpelli,

CLASS B ORDINARY SHARE PURCHASE WARRANT BRERA HOLDINGS PLC
Brera Holdings PLC • February 1st, 2023 • Services-amusement & recreation services • New York

THIS CLASS B ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that for value received, Revere Securities, LLC, or its assignees (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the initial exercise date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Eastern Time) on January 26, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase up to 105,000 Class B Ordinary Shares, nominal value $0.005 per share (the “Class B Shares”), of Brera Holdings PLC, an Irish holding company (the “Company”), subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one share of Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the terms of the Underwriting Agreement (as defined in Section 1). Capitalized terms used herein and not other

Private Agreement for Non-Interest-Bearing Loan between Individuals (pursuant to art. 1813 of Italian Civil Code and subsequent amendments)
Private Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

and KAP S.r.l. Via Ripamonti 3, 20136 Milan, VAT number 09703750969, in the person of its Sole Director, Mr Marco Sala, born in Lecco (CO), on 17 August 1981, and resident in Milan, Via Gargano 46, tax code SLAMRC81M17E507G, (borrower)

CONTRACT
Contract • October 6th, 2023 • Brera Holdings PLC • Services-amusement & recreation services

Brera Milano S.r.l., Tax Code 09703750969, with registered office in Piazza San Giorgio 2, Milan (Italy), a company incorporated under Italian law, in the person of its legal representative pro tempore Francesca Duva, (hereinafter “Brera Milano”)

PRIVATE AGREEMENT FOR THE EXTENSION OF THE SPONSORSHIP AGREEMENT between
Private Agreement • November 30th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

Brera Milano S.r.l., Tax Code (C.F. 09703750969), with registered office in via Ripamonti 1/3, Milan (Italy), a company incorporated under Italian law, in the person of its pro tempore legal representative Marco Sala, (the "Sponsor"),

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SERVICES CONTRACT Between
Services Contract • May 1st, 2023 • Brera Holdings PLC • Services-amusement & recreation services

- Professional association DCS & Partner, VAT number 03762880965, based in Milan, in person of the legal representative Cesare De Carolis (“DCS”)

Brera Holdings PLC
Brera Holdings PLC • February 29th, 2024 • Services-amusement & recreation services

We are pleased that you have evaluated the proposition of joining Brera Holdings PLC (the “Company” or “Brera”) as a member of its newly-established Advisory Board. This engagement letter (this “Agreement”) sets forth the terms and conditions pertaining to your retention by us as a consultant and the provision of Services (as defined below) by you to us.

Brera Holdings Limited Warrant To Purchase Class B Ordinary Shares
Brera Holdings PLC • November 4th, 2022 • Services-amusement & recreation services • New York

Brera Holdings Limited, an Irish private company limited by shares (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,_______________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company Class B Ordinary Shares, nominal value $0.005 (“Class B Ordinary Shares”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), ____________ (subject to adjustment as provided herein) fully paid and non-assessable Class B Ordinary Shares (the “Warrant Shares”). This Warrant is issued pursuant to that certain

PRELIMINARY AGREEMENT FOR THE SALE OF SHARES OF A LIMITED LIABILITY COMPANY (S.R.L.) between
Preliminary Agreement • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services

MAX S.R.L., with registered office in Milan, via Ripamonti 1/3, in the person of its legal representative, Ms Alessandra Barozzi, Tax Code 13035240152,

AGREEMENT FOR THE PURCHASE AND SALE OF OUTSTANDING COMMON SHARES OF FUDBALSKI KLUB AKADEMIJA PANDEV
Agreement for the Purchase and Sale • May 1st, 2023 • Brera Holdings PLC • Services-amusement & recreation services

This Agreement for the Purchase and Sale of Outstanding Common Shares of Fudbalski Klub Akademija Pandev (“Agreement”) is made as of April 28, 2023, among GORAN PANDEV (the “Seller”) who is the holder of all of the issued and outstanding Two Thousand, Five Hundred (2,500) common shares (the “Shares”) of FUDBALSKI KLUB AKADEMIJA PANDEV- Akcionersko drustvo Fudbalski klub Akademija Pandev AD Strumica with unique registration number: 7207867 and unique tax number 4027017526693, a Joint stock company registered in R.N. Macedonia (the “Company”), and BRERA HOLDINGS PLC, an Irish public limited company, or an affiliate of BRERA HOLDINGS PLC that is designated by BRERA HOLDINGS PLC (the “Purchaser”).

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