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:
INDEMNIFICATION AGREEMENTIndemnification 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 AGREEMENTIndependent 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 AGREEMENTUnderwriting 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 AgreementExecutive 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”.
SHARE OPTION AGREEMENTShare 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”).
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 PURCHASE AGREEMENTShare 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 AGREEMENTRestricted 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 AGREEMENTRestricted 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 BETWEENSponsorship 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 BETWEENPreliminary Contract for the Sale of Shares • 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 BetweenContract • 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”)
INVESTORS AGREEMENT GUIDELINESInvestors Agreement • July 19th, 2024 • Brera Holdings PLC • Services-amusement & recreation services
Brera Milano S.r.l., Fiscal Code 09703750969, with registered office in Milano, Piazza San Giorgio 2, a company incorporated under Italian law, in person of its legal representative pro tempore Francesca Duva, (hereinafter also “Brera Milano”),
PRIVATE DEED BetweenPrivate 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 BetweenPrivate 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 INTENTLetter of Intent • September 1st, 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 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. 03-72/1Lease Contract • May 1st, 2023 • Brera Holdings PLC • Services-amusement & recreation services
PRIVATE AGREEMENT betweenPrivate 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,
Executive Consulting Services AgreementExecutive Consulting Services Agreement • July 19th, 2024 • Brera Holdings PLC • Services-amusement & recreation services • New York
This Executive Consulting Services Agreement (this “Agreement”) is entered into as of March 4, 2024 (the “Effective Date”) by and between Brera Holdings PLC, an Irish public limited company (the “Company”), and Dicey McGraw Perrine, an individual (“Consultant”). The Company and Consultant may be referred to herein, individually, as a “Party” and, together, as the “Parties”.
CLASS B ORDINARY SHARE PURCHASE WARRANT BRERA HOLDINGS PLCRepresentative Warrant • February 1st, 2023 • Brera Holdings PLC • 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 for Non-Interest-Bearing Loan • 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)
CONSULTANCY AGREEMENTConsultancy Agreement • July 19th, 2024 • Brera Holdings PLC • Services-amusement & recreation services
Brera Holdings PLC, with registered office in Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Yo, Ireland, a company incorporated under Irish law, registered with the Companies Registrar of Dublin under no. 721923, Italian tax code 01058900, in the person of the CEO Pierluigi Galoppi, (hereinafter also “the Company”).
CONSULTANCY AGREEMENT BetweenConsultancy Agreement • July 19th, 2024 • Brera Holdings PLC • Services-amusement & recreation services
BRERA MILANO S.R.L., Tax Code 09703750969, with registered office in Milan, Piazza San Giorgio 2, in the person of its legal representative pro tempore Dr. Francesca Duva, (hereinafter also “the Company”),
CONTRACTContract • 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 betweenSponsorship 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"),
SERVICES CONTRACT BetweenServices Agreement • 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”)
AGREEMENT FOR THE CONCESSION OF USE OF THE SPORTS FACILITY LOCATED IN VIALE GABARDI 43 MUNICIPAL OWNED BUILDING – TO THE “FUTURA VOLLEY S.S.D.R.L.”Concession Agreement • July 19th, 2024 • Brera Holdings PLC • Services-amusement & recreation services
In the year two thousand and sixteen, on the seventeenth day of the month of March, in the municipal residence of the Municipality of Busto Arsizio, in Via Fratelli d’Italia 12, Busto Arsizio, with this private deed to be authenticated, in signatures, by the General Secretary of the Municipality of Busto Arsizio and to be asserted in the best forms of law, among
Brera Holdings PLCAdvisor Agreement • February 29th, 2024 • Brera Holdings PLC • 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 SharesWarrant Agreement • November 4th, 2022 • Brera Holdings PLC • 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.) betweenPreliminary Agreement for the Sale of Shares • 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 PANDEVPurchase and Sale Agreement • 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”).
