UNDERWRITING AGREEMENTUnderwriting 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:
CLASS B ORDINARY SHARE PURCHASE WARRANT BRERA HOLDINGS PLCBrera 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
