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 • November 4th, 2022 • Brera Holdings PLC • Services-amusement & recreation services
This Executive Consulting Services Agreement (this “Agreement”) is entered into as of October 5, 2022 (the “Effective Date”) by and between Brera Holdings Limited, an Irish private company limited by shares (the “Company”), and Sergio Scalpelli, an individual, (“Consultant”). 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 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”).
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 ”)
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”;
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)
Brera Holdings Limited Warrant To Purchase Class B Ordinary SharesBrera 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.) betweenPreliminary 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,
