UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2024.
Commission File Number 001-41606
BRERA HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
First Closing of Series
A Preferred Financing Transaction
On December 23, 2024,
Brera Holdings PLC (the “Company”) completed an initial closing of its Series A Preferred Shares financing, raising gross proceeds
of $2.5 million through the issuance of 500,000 Series A Preferred Shares at an offering price of $5.00 per share. Thereafter, on December
27, 2024, Brera completed a second closing of 40,000 Series A Preferred Shares for $200,000 bringing the total sold to date to 540,000
shares and $2.7 million raised, from 21 accredited investors.
The financing, which
has been authorized by the Company to raise up to $10 million through the sale of up to 2,000,000 Series A Preferred Shares, is being conducted on a “best efforts”
basis with Boustead Securities LLC serving as the placement agent. Boustead Securities LLC will be paid a commission equal to seven percent
(7%) of the gross amount actually received by the Company in the offering, a non-accountable expense allowance equal to one percent (1%)
of the gross amount actually received by the Company in the offering, and which will be issued five-year warrants to acquire a number
of Series A Preferred Shares sold in the offering in an amount not to exceed seven percent (7%) of the gross amount actually received
by the Company divided by $5.00 (the price per share of Series A Preferred Shares paid by investors in the offering), at an exercise price
of $5.00, subject to cashless exercise.
The terms of the
Series A Preferred Shares include a liquidation preference of $5.00 per share, optional conversion into eight Class B Ordinary
Shares per Series A Preferred Share, and call and put options exercisable after specified periods. No investor warrants were issued
in the transaction.
The net proceeds
from the offering will be used fund the Company’s previously announced acquisition strategy, to fund other growth initiatives
and for working capital and general corporate purposes. The offering is exempt from registration under Rule 506(b) of Regulation D
and Regulation S, and no public market is expected to develop for the Series A Preferred Shares. Additional closings may be
conducted on a rolling basis until the maximum offering amount is reached or the offering is terminated.
The Subscription Agreement and Certificate of
Designation of Series A Preferred Shares is filed as Exhibit 1.1 to this report on Form 6-K, and this description of the Subscription
Agreement and Certificate of Designation of Series A Preferred Shares is qualified in its entirety by reference to such exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 27, 2024 |
BRERA HOLDINGS PLC |
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By: |
/s/ Pierre Galoppi |
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Pierre Galoppi |
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Chief Executive Officer |
2
Exhibit 1.1
SUBSCRIPTION AGREEMENT
Board of Directors of
Brera Holdings PLC
Connaught House, 5th Floor, One Burlington Road
Dublin
4, D04 C5Y6, Ireland
(the “Company”)
This Subscription
Agreement (this “Agreement”) has been executed by the subscriber whose name appears on the signature page to
this Agreement (the “Subscriber”) in connection with the subscription to purchase the number of Series A Preferred
Shares (the “Series A Preferred Shares”) set forth on the signature page to this Agreement, at a purchase price
equal to $5.00 per Series A Preferred Share, for an aggregate of purchase price as set forth on the
signature page to this Agreement (the “Purchase Price”). The Series A Preferred Shares have the benefits, privileges,
limitations, and restrictions set forth in the Certificate of Designation included in Schedule 2 hereto. The Schedules form part of this
Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
The Series A Preferred
Shares being subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”). A total of 2,000,000 Series A Preferred Shares are being offered (the “Offering”) at the
Purchase Price for total maximum gross proceeds of up to $10,000,000 (the “Maximum Offering Amount”) exclusively
to a select few “accredited investors,” as defined in Regulation D under the Securities Act, known to the Company who are
signing subscription agreements that are substantially similar to this Agreement.
1. Subscription.
The Subscriber hereby subscribes to purchase the number of Series A Preferred Shares set forth on the signature page to this Agreement,
subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained
herein. The Company may conduct a series of closings (each a “Closing”) in this Offering from time to time as
subscriptions are made; provided, however, that the initial closing (the “Initial Closing”) of this Offering
may not occur unless and until the Company closes on binding subscriptions for at least $2,500,000 (the “Minimum Offering
Amount”). Funds will be held in a non-interest-bearing escrow account until the Company conducts a Closing. The Offering
shall cease on the earlier of the following: (a) the allotment and issue of such number of Series A Preferred Shares at an aggregate subscription
price up to the Maximum Offering Amount, or (b) December 31, 2024 (the “Termination Date”). Notwithstanding
the previous sentence, the Termination Date may be extended by the Company until March 31, 2025, provided that such number of Series A
Preferred Shares at an aggregate subscription price of the Minimum Offering Amount have been allotted and issued on or before December
31, 2024.
2. Representations
and Warranties of the Company. The Company hereby represents and warrants to the Subscriber the following:
(a) Authorization.
As of the Initial Closing of this Offering, all action on the part of the Company, its board of directors, officers and existing shareholders
necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder
shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, will constitute valid and legally
binding obligations of the Company, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the availability
of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.
(b) Capitalization.
The authorized share capital of the Company currently consists of 350,000,000 shares, consisting of (i) 300,000,000 ordinary shares
with a $0.005 nominal value per share, of which 50,000,000 shares are designated Class A Ordinary Shares with a $0.005 nominal value
per share (the “Class A Ordinary Shares”), and 250,000,000 shares are designated Class B Ordinary Shares
with a $0.005 nominal value per share (the “Class B Ordinary Shares”), and (ii) 50,000,000 Preferred
Shares with a $0.005 nominal value per share (the “Preferred Shares”), of which 10,000,000 are designated
as Series A Preferred Shares. Immediately prior to the Initial Closing, the Company will have issued and allotted (i) 6,100,000
Class A Ordinary Shares, (ii) 6,375,000 Class B Ordinary Shares, and (iii) no Preferred Shares. Class A Ordinary Shares are entitled
to ten votes per share on proposals requiring or requesting shareholder approval, and Class B Ordinary Shares are entitled to one
vote on any such matter. Class A Ordinary Shares may be voluntarily converted into Class B Ordinary Shares on a one-to-one basis. A
transfer of Class A Ordinary Shares will result in their automatic conversion into Class B Ordinary Shares upon such transfer,
except that the transfer of Class A Ordinary Shares to another holder of Class A Ordinary Shares will not result in such automatic
conversion. Class B Ordinary Shares are not convertible. Other than as to voting and conversion rights, Class A Ordinary Shares and
Class B Ordinary Shares have the same rights and preferences and rank equally. The Company has adopted the Brera Holdings PLC 2022
Equity Incentive Plan (the “Plan”) and reserved 2,000,000 Class B Ordinary Shares for issuance thereunder.
The Company has granted 920,000 Class B Ordinary Shares and 200,000 share options at an exercise price of $2.00 per share under the
Plan, and 880,000 shares remain available for issuance under the Plan. The Company has also issued and outstanding warrants to
acquire 210,350 Class B Ordinary Shares with exercise prices ranging from $1.00 to $5.00 per share. The Company has not otherwise
reserved any shares for issuance to officers, directors, employees and consultants of the Company pursuant to any equity incentive
plan and, except as aforesaid, no securities are outstanding that are exercisable or exchangeable for, or convertible into, any
ordinary shares of the Company. All of the issued and outstanding shares of the Company have been duly authorized and validly issued
and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and
federal securities law and any rights of third parties. No Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in connection with the Offering. Other than indicated above, there are no
outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire,
any Series A Preferred Shares, or contracts, commitments, understandings or arrangements by which the Company is or may become bound
to issue additional Series A Preferred Shares, or securities or rights convertible or exchangeable into Series A Preferred Shares.
The issue and sale of the Series A Preferred Shares in this Offering will not obligate the Company to issue Series A Preferred
Shares or other securities to any person (other than subscribers) and will not result in a right of any security holder in Company
securities to adjust the exercise, conversion, exchange or reset price under such securities. There are no voting agreements,
buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the
security holders of the Company relating to the securities of the Company held by them.
(c) Valid
Issuance of the Series A Preferred Shares. The Series A Preferred Shares, when issued, sold and delivered in accordance with the terms
of this Agreement for the consideration expressed herein, shall be duly and validly issued.
(d) Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority on the part of the Company is required in connection with the offer, sale
or issuance of the Series A Preferred Shares being sold in this Offering, except for the following: (i) the filing of such notices
as may be required under the Securities Act and (ii) the compliance with any applicable state securities laws, which compliance will
have occurred within the appropriate time periods therefor.
(e) SEC
Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials (together with
any materials filed by the Company under the Exchange Act, whether or not required) being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports
prior to the expiration of any such extension. The Company has made available to each Subscriber true, correct and complete copies of
all SEC Reports. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange
Act and the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”)
applied on a consistent basis during the periods involved , except as may be otherwise specified in such financial statements or the notes
thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. All material agreements to which the Company or any subsidiary is a party or to which
the property or assets of the Company or any subsidiary are subject are included as part of or specifically identified in the SEC Reports.
(f) Litigation.
There are no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened
before any court, administrative agency or other governmental body against the Company which question the validity of this
Agreement. The Company is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or instrumentality which would have a material adverse effect on
the Company.
(g) Patents
and Trademarks. The Company and its subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection
with their respective businesses and which the failure to so have could have a material adverse effect on the Company (collectively, the
“Intellectual Property Rights”). Neither the Company nor any subsidiary has received a written notice that the
Intellectual Property Rights used by the Company or any subsidiary violates or infringes upon the rights of any Person. To the knowledge
of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of
the Intellectual Property Rights.
(h) Transactions
With Affiliates and Employees. None of the executive officers or directors of the Company and, to the knowledge of the Company, none
of the employees of the Company is presently a party to any transaction with the Company or any subsidiary (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to
or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any executive officer,
director or such employee or, to the knowledge of the Company, any entity in which any executive officer, director, or any such employee
has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000.
(i) No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any Series A Preferred
Shares by any form of general solicitation or general advertising (within the meaning of Regulation D).
3. Representations
and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:
(a) The
Subscriber has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective
investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating to, the purchase
of Series A Preferred Shares, including, without limitation, the risk factors related to startup businesses and businesses in this industry
and the tax consequences of the investment, and has the ability to bear the economic risks of the investment.
(b)
The Subscriber is acquiring the Series A Preferred Shares for investment for its own account and not with the view to, or for resale
in connection with, any distribution thereof, except for a resale or distribution that complies with the Securities Act and all
other applicable state securities laws. The Subscriber understands and acknowledges that the Series A Preferred Shares has not been
registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions
of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the
investment intent as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Series A
Preferred Shares. The Subscriber understands and acknowledges that the Offering of the Series A Preferred Shares pursuant to this
Agreement will not be registered under the Securities Act nor under the state securities laws on the ground that the sale provided
for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act
and any applicable state securities laws.
(c) The
Subscriber understands that no public market now exists, and there may never be a public market for, the Series A Preferred Shares.
(d) The
Subscriber has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business,
management and financial affairs with its management. The Subscriber understands that such discussions, as well as any written information
provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes
to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the
Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty
of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections
as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct
and may be subject to numerous factors beyond the Company’s control.
(e)
As of the Closing, all action on the part of Subscriber, and its officers, directors and partners, if applicable, necessary for the
authorization, execution and delivery of this Agreement and the performance of all obligations of the Subscriber hereunder and
thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto, constitutes valid and legally
binding obligations of the Subscriber, enforceable in accordance with its terms, subject to: (i) judicial principles limiting the
availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’
rights.
(f) The
Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange
Commission under the Securities Act, and shall submit to the Company such further assurances of such status as may be reasonably requested
by the Company.
(g) The
Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the kind
conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to month and
from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial or, at
times, even total losses for investors in securities of the Company.
(h) The
Subscriber has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear the economic
risk for an indefinite period of time and has no need for liquidity of the investment in the Series A Preferred Shares and could afford
complete loss of such investment.
(i) The
Subscriber is not subscribing for Series A Preferred Shares as a result of or subsequent to any advertisement, article, notice or other
communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented
at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with
investments in securities generally.
(j) All
of the information that the Subscriber has heretofore furnished, or which is set forth herein, is correct and complete as of the date
of this Agreement, and, if there should be any material change in such information prior to the consummation of Subscriber’s investment
in the Company, the Subscriber will immediately furnish revised or corrected information to the Company.
4.
Transfer Restrictions. The Subscriber acknowledges and agrees as follows:
(a) The
Series A Preferred Shares have not been registered for sale under the Securities Act, in reliance on the private offering exemption in
Section 4(a)(2) thereof; and the Company does not intend to register the Series A Preferred Shares under the Securities Act at any time
in the future.
(b) The
Subscriber understands that the certificates representing the Series A Preferred Shares, until such time as they have been registered
under the Securities Act, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of such certificates or other instruments):
THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
(c) No
governmental agency has passed upon the Series A Preferred Shares or made any finding or determination as to the wisdom of any investments
therein.
5. Closing
Conditioned on Raising Minimum Offering Amount. The Initial Closing of this Offering is conditioned on the Company raising
the Minimum Offering Amount, inclusive of any investments made by officers, directors or other affiliates of the Company that contribute
toward achieving the Minimum Offering Amount.
6. Demand
Registration Rights. The Company shall file with the Commission not later than thirty (30) days after the date of the final
Closing of the Offering a registration statement on an appropriate form (the “Registration Statement”)
covering the resale of the Class B Ordinary Shares issuable upon conversion of the Series A Preferred Shares issuable in connection
with the Offering (collectively, the “Registrable Shares”) and shall use its commercially reasonable
efforts to cause the Registration Statement to be declared effective within ninety (90) days following the date that the
Registration Statement is filed. Notwithstanding anything to the contrary herein, at any time, the Company may delay the disclosure
of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of
the Board of Directors of the Company, in the best interest of the Company and otherwise required (a “Grace
Period”); provided, that the Company shall promptly: (i) notify the Subscriber in writing of the existence of
material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Subscriber) and the date on which the Grace Period will begin, and (ii) use
commercially reasonable efforts to resolve any issue that makes disclosure of the material, non-public information not in the best
interests of the Company. All expenses incurred by the Company in complying with this Section 6, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the
Company, fees of transfer agents and registrars are called “Registration Expenses.” All underwriting
discounts and selling commissions applicable to the sale of the Registrable Shares, including any fees and disbursements of any
counsel to the Subscriber, are called “Selling Expenses.” The Company will pay all Registration Expenses
in connection with the Registration Statement. Selling Expenses in connection with the Registration Statement, if any, shall be
borne by the Subscriber.
7. Modification.
This Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification
or waiver is sought.
8.
Notices.
(a) Form
of Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing and given (a) if
to the Company, at the address set forth above, or (b) if to a Subscriber, at the address set forth on the signature page for such Subscriber
(or, in either case, to such other address as the party shall have furnished to the other in writing in accordance with the provisions
of this Section 8).
(b) Method
of Notice. All notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by
first class, registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the address of the party specified
in this Agreement or such other address as either party may specify in writing.
(c) Receipt
of Notice. All notices shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the fifth (5th) day following
mailing, whichever occurs first.
9. Assignability.
This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by any Subscriber and the transfer
or assignment of the Series A Preferred Shares shall be made only in accordance with the Constitution of the Company and all applicable
laws.
10. Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of Ireland, without reference to the principles
thereof relating to the conflict of laws.
11. Market Standoff
Agreement. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, Subscriber shall not directly or indirectly sell, make any short sale of,
loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect
to, any securities of the Company without the prior written consent of the Company or its managing underwriter. Such restriction
(the “Market Stand-Off”) shall be in effect for such period of time following the date of the final
prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed
two hundred seventy (270) days plus such additional period as may reasonably be requested by the Company or such underwriter to
accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations
and opinions. For consideration received and acknowledged, each Subscriber, in its capacity as a securityholder of the Company,
hereby appoints the Chief Executive Officer and/or Chief Financial Officer of the Company to act as its true and lawful attorney
with full power and authority on its behalf to execute and deliver all documents and instruments and take all other actions
necessary in connection with the matters covered by this Section 11 and any lock-up agreement required to be executed pursuant to an
underwriting agreement in connection with any initial public offering of the Company. Such appointment shall be for the limited
purposes set forth above.
12.
Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the Subscriber and the Company with respect to the Offering and supersedes all prior
oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Agreement
may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits
of such terms or provisions.
(b) The
representations and warranties of the Company and the Subscriber made in this Agreement shall survive the execution and delivery hereof
and delivery of the Series A Preferred Shares.
(c) Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged
by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions contemplated
hereby are consummated.
(d) This
Agreement may be executed in one or more original or facsimile counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.
(e) Each
provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to
be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions
of this Agreement.
(f)
Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.
(g) The
Subscriber hereby agrees to furnish the Company such other information as the Company may request with respect to its subscription hereunder.
[Remainder of Page Left Blank]
SCHEDULE 1
Accredited Investor Questionnaire
(See Attached)
Print Name of Investor: ______________________________
ACCREDITED INVESTOR QUESTIONNAIRE
Please complete ONLY ONE of
the two sections
The purpose of this Questionnaire is
to determine whether you are an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Act”), in connection with your purchase of securities (“Investment”)
from Brera Holdings PLC (the “Issuer”).
Your answers to the questions contained
herein must be true and correct in all respects, and a false representation by you may constitute a violation of law. All information
supplied will be treated in strict confidence. This Questionnaire may be provided to such parties as deemed appropriate by the Issuer
to establish the availability of an exemption from registration under the Act and under state securities laws.
For Individual Accredited Investors
Only
(all Individual Accredited Investors
must CHECK the appropriate boxes):
| ☐ | I have a net worth, or a joint net worth together with my spouse,
in excess of $1,000,000. (In calculating net worth, you may include equity in personal property and real estate (however, you cannot
include your primary residence), cash, short term investments, stock and securities. Equity in personal property and real estate (excluding
your primary residence) should be based on the fair market value of such property minus debt secured by such property). |
| ☐ | I have had an annual gross income for the past two years of
at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level
in the current year. |
| ☐ | I hold one of the following licenses in good standing: General
Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment
Adviser Representative license (Series 65). |
| ☐ | I am a director or executive officer of the Issuer. |
For Non-Individual Accredited Investors
(all Non-Individual Accredited Investors
must CHECK the appropriate boxes):
| ☐ | The investor certifies that it is a partnership, corporation,
limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors
set forth above. |
| ☐ | The investor certifies that it is a partnership, corporation,
limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing
in the Company. |
| ☐ | The investor certifies that it is a trust with total assets
of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with
such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective
investment. |
| ☐ | The investor certifies that it is a bank as defined in section
3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting
in its individual or fiduciary capacity. |
| ☐ | The undersigned certifies that it is a broker or dealer registered
pursuant to section 15 of the Securities Exchange Act of 1934. |
| ☐ | The investor certifies that it is an investment adviser registered
pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state. |
| ☐ | The investor certifies that it is an investment adviser relying
on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940. |
| ☐ | The investor certifies that it is an insurance company as defined
in section 2(13) of the Securities Act. |
| ☐ | The investor certifies that it is an investment company registered
under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act. |
| ☐ | The investor certifies that it is a Small Business Investment
Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958. |
| ☐ | The investor certifies that it is a Rural Business Investment
Company as defined in section 384A of the Consolidated Farm and Rural Development Act. |
| ☐ | The investor certifies that it is a plan established and maintained
by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of
its employees, if such plan has total assets in excess of $5,000,000. |
| ☐ | The investor certifies that it is a private business development
company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. |
| ☐ | The investor certifies that it is a “family office,”
as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) with assets under management
in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective
investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is
capable of evaluating the merits and risks of the prospective investment. |
| ☐ | The undersigned certifies that it is a “family client,”
as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting
the requirements in paragraph (16) above and whose prospective investment in the issuer is directed by such family office pursuant to
paragraph (16)(iii) above. |
| ☐ | The investor certifies that it is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act of 1974 and one or more of the following: (i) the investment decision
is made by a plan fiduciary, as defined therein, in Section 3(21), which is either a bank, savings and loan association, insurance company,
or registered investment adviser; (ii) the employee benefit plan has total assets in excess of $5,000,000; or (iii) the plan is a self-directed
plan with investment decisions made solely by persons who are “accredited investors” as defined therein. |
| ☐ | The investor certifies that it is an entity, of a type not listed
above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000. |
The undersigned hereby represents that
all the information supplied herein is true, correct and complete as of the date hereof. The undersigned understands that the answers
to the questions submitted will be relied on by the Issuer in connection with the Investment. The undersigned agrees to notify the
Issuer immediately of any change in the foregoing answers.
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Print Name |
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Name of Signatory (if an entity) |
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Title of Signatory (if an entity) |
SCHEDULE 2
Certificate of Designation
(See Attached)
BRERA HOLDINGS PLC
CERTIFICATE OF DESIGNATION OF PREFERENCES,
BENEFITS AND LIMITATIONS
OF
SERIES A PREFERRED SHARES
Brera Holdings
PLC, a public limited company incorporated in the Republic of Ireland(the “Corporation”), does hereby certify that,
pursuant to the authority contained in its Constitution, the board of directors of the Corporation (the “Board of Directors”)
has adopted the following resolution which creates a series of the Corporation’s Preferred Shares, $0.005 nominal value per share
(the “Preferred Shares”), designated as Series A Preferred Shares, and determined the voting powers, designations,
powers, preferences and relative, participating, optional, or other special benefits, and the qualifications, limitations, and restrictions
thereof, of such series:
RESOLVED, that
the Board of Directors does hereby provide for the issuance of the following series of Preferred Shares for cash or exchange of other
securities, rights or property and does hereby fix and determine the benefits, preferences, restrictions and other matters relating to
such series of Preferred Shares as follows:
Section 1. Definitions.
For the purposes hereof, the following terms shall have the following meanings:
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Class
B Ordinary Shares” means the Corporation’s Class B Ordinary Shares, $0.005 nominal value per share, and shares of any
other class of securities into which such securities may hereafter be reclassified or changed.
“Deemed
Liquidation Event” means each of the following events unless the Requisite Holders elect otherwise by written notice sent to
the Corporation at least ten (10) days prior to the effective date of any such event: (a) a merger or consolidation in which (i) the Corporation
is a constituent party, or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital
stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which
the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or
are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least
a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting
corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation
of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction
or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the
Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise)
of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole
are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly
owned subsidiary of the Corporation.
“Holder” means a holder of Series A Preferred
Shares.
“Ordinary
Shares” means the Corporation’s Class A Ordinary Shares, $0.005 nominal value per share (the “Class A Ordinary
Shares”) and Class B Ordinary Shares.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Requisite
Holders” means holders of a majority of the issued and outstanding Series A Preferred Shares.
“Series
A Original Issue Date” means the date of the first closing of the offering in which the Series A Preferred Shares were purchased.
“Series A Original Issue Price” means
$5.00 per share.
Section 2. Designation,
Amount and Nominal Value. The series of Preferred Shares shall be designated as Series A Preferred Shares, $0.005 nominal value per
share (the “Series A Preferred Shares”), and the number of shares so designated shall be Ten Million (10,000,000),
which shall not be subject to increase without the written consent of the Requisite Holders. Each Series A Preferred Share shall have
a stated value equal to the Series A Original Issue Price.
Section 3. Ranking.
The Series A Preferred Shares will, with respect to preferences to participate in distributions or payments upon liquidation, dissolution
or winding up of the Corporation, rank (a) senior to the Ordinary Shares and any other class of securities hereafter authorized that is
specifically designated as junior to the Series A Preferred Shares (the “Junior Securities”) and (b) on parity with
any future series of Preferred Shares created hereafter that is designated as ranking on parity with the Series A Preferred Shares as
to rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, other than the capital stock referred
to in clause (a) (the “Parity Securities”). Accordingly, notwithstanding anything else to the contrary contained herein,
any dividend, redemption, put or other payments required to be made to a Holder hereunder may not be made during periods when the Corporation
is in default under similar payments required to be made under the terms of Parity Securities. The terms of the Series A Preferred Shares
will not limit the Corporation’s ability to (i) incur indebtedness or (ii) issue additional securities that are Junior Securities
or Parity Securities as to distribution rights and rights upon the Corporation’s liquidation, dissolution or winding up.
Section 4. Dividends.
All dividends shall be declared pro rata on the Ordinary Shares and the Series A Preferred Shares on a pari passu basis according
to the numbis to be treated as holding the greatest whole number of
Class B Ordinary Shares then issuable upon conversion of all Series A Preferred Shares held by such Holder pursuant to Section 9.er of Class B Ordinary Shares held by such holders. For this purpose, each Holder of Series A Preferred Shares is to be treated as holding the greatest whole number of
Class B Ordinary Shares then issuable upon conversion of all Series A Preferred Shares held by such Holder pursuant to Section 9.
Section 5. Liquidation.
(a) Liquidation
Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation
Event”) or Deemed Liquidation Event, the Holders of Series A Preferred Shares then outstanding shall be entitled to be paid
a liquidation preference out of the assets of the Corporation available for distribution to its shareholders before any payment shall
be made to the holders of Junior Securities by reason of their ownership thereof, but pari passu with the holders of shares of
Parity Securities on a pro rata basis in an amount per share equal to the Series A Original Issue Price, plus any accrued but unpaid dividends.
The Corporation shall provide written notice of any Liquidation Event or Deemed Liquidation Event promptly to each Holder, and not less
than 15 days prior to the payment date stated therein.
(b) Insufficient
Assets. If upon any such Liquidation Event or Deemed Liquidation Event, the assets of the Corporation available for distribution to
its shareholders shall be insufficient to pay the Holders the full amount to which they shall be entitled under this Section 5, the Holders
shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise
be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were
paid in full.
Section 6. Voting
Rights. As long as any Series A Preferred Shares are outstanding, the Corporation shall not, without the affirmative vote of the Requisite
Holders, voting together as a class, (a) authorize or issue any class or series of equity securities ranking senior in benefits of the
Series A Preferred Shares with respect to dividend and other distribution rights, preference or other preferences on redemption, liquidation,
dissolution or winding-up of the Corporation (other than in connection with the acquisition of assets in a transaction that is approved
by the Requisite Holders) or (b) amend its Constitution (whether by merger, consolidation, or otherwise) to materially and adversely alter
or change the powers, preferences or rights given to the Series A Preferred Shares or alter or amend this Certificate of Designation in
a manner that materially and adversely alters or changes the powers, preferences or benefits given to the Series A Preferred Shares. Except
as set forth in this Section 6, Holders of Series A Preferred Shares have no voting rights.
Section 7. Redemption; Put Option.
(a) Redemption
Generally. Unless prohibited by the Irish Companies Act 2014, as amended (the “Irish Companies Act”), governing
distributions to shareholders, commencing on the first (1st) anniversary of the Series A Original Issue Date, any or all of
the outstanding Series A Preferred Shares (the “Redemption Shares”) may be redeemed by the Corporation at a price per
share equal to $7.50, or 150% of the Series A Original Issue Price (the “Redemption Price”). On each date of such redemption
(the “Redemption Date”), the Corporation shall redeem, on a pro rata basis in accordance with the number of Series
A Preferred Shares owned by each Holder, the Redemption Shares. The Redemption Price may be paid in cash or in the form of Class B Ordinary Shares of the Company equal to the
volume weighted average closing price of the Class B Ordinary Shares on five trading days preceding the Redemption Date.
(b) Redemption
Notice. The Corporation shall send written notice of the redemption (the “Redemption Notice”) to each Holder of
record of Series A Preferred Shares not less than forty (40) days prior to each Redemption Date. Each Redemption Notice shall state:
(i) the
number of Series A Preferred Shares held by the Holder that the Corporation shall redeem on the Redemption Date specified in the Redemption
Notice; and
(ii)
the Redemption Date and the Redemption Price.
(c) Payment.
The Redemption Price for such shares shall be payable to the order of the Person whose name appears on the record books of the Corporation
as the owner thereof. In the event less than all of the Series A Preferred Shares owned by such Person are redeemed, a new book entry
representing the unredeemed Series A Preferred Shares shall promptly be issued to such Holder.
(d) Rights
Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the Redemption Date the Redemption Price
payable upon redemption of the Redemption Shares is paid or tendered for payment or deposited with an independent payment agent so as
to be available therefor in a timely manner, then, dividends with respect to such Series A Preferred Shares shall cease to accrue after
such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right
of the Holders to receive the Redemption Price without interest.
(e) Put
Option. Commencing on the fifth (5th) anniversary of the Series A Original Issue Date, unless prohibited by the Irish Companies
Act or other law governing distributions to shareholders, any Holder may, by providing a written request to the Corporation, require the
Corporation to purchase some or all of the outstanding Series A Preferred Shares held by such Holder at a price per share equal to $7.50,
or 150% of the Series A Original Issue Price (the “Repurchase Price”), and the Corporation shall promptly purchase
such Series A Preferred Shares so specified and owned by the Holder thereof. The Repurchase Price for such shares shall be payable to
the order of the Person whose name appears on the record books of the Corporation as the owner thereof. In the event that a Holder shall
require the Corporation to purchase a number of Series A Preferred Shares that is less than all of the Series A Preferred Shares owned
by such Holder, a new book entry representing the Series A Preferred Shares not so repurchased shall promptly be issued to such Holder.
The Repurchase Price may be paid in cash or in the form of Class B Ordinary Shares of the Company equal to the volume weighted average
closing price of the Class B Ordinary Shares on five trading days preceding the date of the Holder’s written request.
Section 8. Redeemed
or Otherwise Acquired Shares. Any Series A Preferred Shares that are redeemed or repurchased pursuant to Section 7 herein, or otherwise
acquired by the Corporation or any of its subsidiaries, shall be automatically and immediately cancelled and retired and shall not be
reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other preferences granted to
the Holders of Series A Preferred Shares following redemption.
Section 9. Conversion.
The holders of the Series A Preferred Shares shall have conversion benefits as follows:
(a)
Right to Convert.
(i) Conversion
Ratio. Each Series A Preferred Share shall be convertible, at the option of the Holder thereof, at any time, and without the payment
of additional consideration by the holder thereof, into such number of fully paid and nonassessable Class B Ordinary Shares as is determined
by dividing the Series A Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion. The “Conversion
Price” for the Series A Preferred Shares shall initially mean $0.65. Such initial Conversion Price, and the rate at which Series
A Preferred Shares may be converted into Class B Ordinary Shares, shall be subject to adjustment as provided below.
(ii) Termination
of Conversion Rights. Subject to Section 9(c)(i) in the case of a Contingency Event, in the event of a liquidation, dissolution or
winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last
full day preceding the date fixed for the first payment of any funds and assets distributable on such event to the Holders of Series A
Preferred Shares.
(b) Fractional
Shares. No fractional Class B Ordinary Shares shall be issued upon conversion of the Series A Preferred Shares. In lieu of any fractional
shares to which the Holder would otherwise be entitled, the Corporation shall round up such fraction of a Class B Ordinary Share to the
nearest whole share.
(c)
Mechanics of Conversion.
(i) Notice
of Conversion. In order for a Holder of Series A Preferred Shares to voluntarily convert Series A Preferred Shares into Class B Ordinary
Shares, such Holder shall, at the office of the transfer agent for the Series A Preferred Shares or at the principal office of the Corporation
if the Corporation serves as its own transfer agent, deliver written notice that such Holder elects to convert all or any number of the
Series A Preferred Shares owned by such Holder and, if applicable, any event on which such conversion is contingent (a “Contingency
Event”). Such notice shall state such Holder’s name or the names of the nominees in which such Holder wishes the book
entry for Class B Ordinary Shares to be issued. The close of business on the date of receipt by the transfer agent or by the Corporation
if the Corporation serves as its own transfer agent of such written notice (or, if later, the date on which all Contingency Events have
occurred) shall be the time of conversion (the “Conversion Time”), and the Class B Ordinary Shares issuable upon conversion
of the Series A Preferred Shares represented by such written notice shall be deemed to be outstanding of record as of such time. The Corporation shall,
as soon as practicable after the Conversion Time, (a) issue and deliver to such Holder of Series A Preferred Shares, or to such Holder’s
nominees, a book entry for the number of full Class B Ordinary Shares issuable upon such conversion in accordance with the provisions
hereof and a book entry for the number (if any) of the Series A Preferred Shares that were not converted into Class B Ordinary Shares
and (b) pay all declared but unpaid dividends on the Series A Preferred Shares converted.
(ii) Reservation
of Shares. The Corporation shall at all times while any Series A Preferred Shares shall be outstanding, reserve and keep available
out of its authorized but unissued share capital, for the purpose of effecting the conversion of the Series A Preferred Shares, such number
of its duly authorized Class B Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Series
A Preferred Shares; and if at any time the number of authorized but unissued Class B Ordinary Shares shall not be sufficient to effect
the conversion of all then-outstanding Series A Preferred Shares, the Corporation shall use its best efforts to cause such corporate action
to be taken as may be necessary to increase its authorized but unissued Class B Ordinary Shares to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary
amendment to this Certificate of Incorporation. Before taking any action that would cause an adjustment reducing the Conversion Price
of the Series A Preferred Shares below the then nominal value of the Class B Ordinary Shares issuable upon conversion of the Series A
Preferred Shares, the Corporation will take any corporate action that may, in the opinion of its counsel, be necessary so that the Corporation
may validly and legally issue fully paid and nonassessable Class B Ordinary Shares at such adjusted Conversion Price.
(iii) Effect
of Conversion. All Series A Preferred Shares that shall have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except
only the right of the Holders thereof to receive Class B Ordinary Shares in exchange therefor and to receive payment of any dividends
declared but unpaid thereon. Any Series A Preferred Shares so converted shall be retired and cancelled and may not be reissued.
(iv) No
Further Adjustment. Upon any conversion of Series A Preferred Shares, no adjustment to the Conversion Price of the Series A Preferred
Shares shall be made with respect to the converted shares for any declared but unpaid dividends on such Series A Preferred Shares or on
the Class B Ordinary Shares delivered upon conversion.
(d) Adjustment
for Share Splits and Combinations. If the Corporation shall at any time or from time to time after the date on which the first Series
A Preferred Share is issued by the Corporation (such date referred to herein as the “First Issue Date”) effect a subdivision
of the outstanding Ordinary Shares, the Conversion Price for such Series A Preferred Shares in effect immediately before
that subdivision shall be proportionately decreased so that the number of Class B Ordinary Shares issuable on conversion of each Series
A Preferred Share shall be increased in proportion to such increase in the aggregate number of Class B Ordinary Shares outstanding. If
the Corporation shall at any time or from time to time after the First Issue Date combine the outstanding Ordinary Shares, the Conversion
Price for such Series A Preferred Shares in effect immediately before the combination shall be proportionately increased so that the number
of Class B Ordinary Shares issuable on conversion of each Series A Preferred Share shall be decreased in proportion to such decrease in
the aggregate number of Class B Ordinary Shares outstanding. Any adjustment under this Section shall become effective at the close of
business on the date the subdivision or combination becomes effective.
(e) Adjustment
for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the First Issue Date
shall make or issue, or fix a record date for the determination of holders of Class B Ordinary Shares entitled to receive, a dividend
or other distribution payable on the Class B Ordinary Shares in additional Class B Ordinary Shares, then and in each such event the Conversion
Price for the Series A Preferred Shares in effect immediately before such event shall be decreased as of the time of such issuance or,
in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying such Conversion
Price then in effect by a fraction:
(i) the
numerator of which shall be the total number of Class B Ordinary Shares issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date, and
(ii) the
denominator of which shall be the total number of Class B Ordinary Shares issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus the number of Class B Ordinary Shares issuable in payment of such dividend
or distribution.
Notwithstanding the foregoing, (i)
if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed
therefor, such Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion
Price shall be adjusted pursuant to this Section 9(e) as of the time of actual payment of such dividends or distributions; and (ii) no
such adjustment shall be made if the Holders of Series A Preferred Shares simultaneously receive a dividend or other distribution of Class
B Ordinary Shares in a number equal to the number of Class B Ordinary Shares that they would have received if all outstanding Series A
Preferred Shares had been converted into Class B Ordinary Shares on the date of such event.
(f) Adjustments
for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the First Issue Date shall
make or issue, or fix a record date for the determination of holders of Class B Ordinary Shares entitled to receive, a dividend or other
distribution payable in securities of the Corporation (other than a distribution of Class B Ordinary Shares in respect of outstanding
Class B Ordinary Shares), then and in each such event the Holders of Series A Preferred Shares shall receive, simultaneously with the
distribution to the holders of Ordinary Shares, a dividend or other distribution of such securities in an amount equal to the amount of such securities as they would have
received if all outstanding Series A Preferred Shares had been converted into Class B Ordinary Shares on the date of such event.
(g) Adjustment
for Reclassification, Exchange and Substitution. If at any time or from time to time after the First Issue Date the Class B Ordinary
Shares issuable upon the conversion of Series A Preferred Shares is changed into the same or a different number of any class or classes
of shares of the Corporation, whether by recapitalization, reclassification, or otherwise (other than by a shares split or combination,
dividend, distribution, merger or consolidation regarding a Deemed Liquidation Event), then in any such event each Holder of Series A
Preferred Shares shall have the right thereafter to convert such shares into the kind and amount of shares and other securities and property
receivable upon such recapitalization, reclassification or other change by holders of the number of Class B Ordinary Shares into which
such Class B Ordinary Shares could have been converted immediately prior to such recapitalization, reclassification or change.
(h) Adjustment
for Merger or Consolidation. If there shall occur any consolidation or merger involving the Corporation in which the Class B Ordinary
Shares (but not the Series A Preferred Shares) is converted into or exchanged for securities, cash, or other, then, following any such
consolidation or merger, provision shall be made that each Series A Preferred Share shall thereafter be convertible, in lieu of the Class
B Ordinary Shares into which it was convertible prior to such event, into the kind and amount of securities, cash or other property which
a holder of the number of Class B Ordinary Shares of the Corporation issuable upon conversion of one Series A Preferred Share immediately
prior to such consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate
adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 9 with respect
to the rights and interests thereafter of the Holders of Series A Preferred Shares, to the end that the provisions set forth in this Section
9 (including provisions with respect to changes in and other adjustments of the Conversion Price of the Series A Preferred Shares) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon
the conversion of the Series A Preferred Shares.
(i) Book
Entry as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price of Series A Preferred Shares
pursuant to this Section 9, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than
fifteen (15) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of
Series A Preferred Shares a book entry setting forth such adjustment or readjustment (including the kind and amount of securities, cash
or other property into which the Series A Preferred Shares is convertible) and showing in detail the facts upon which such adjustment
or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any Holder
of Series A Preferred Shares (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such Holder
a book entry setting forth (a) the Conversion Price of the Series A Preferred Shares then in effect and (b) the number of Class B Ordinary
Shares and the amount, if any, of other securities, cash or property which then would be received upon the conversion of the Series A
Preferred Shares.
Section 10. Miscellaneous.
(a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing and delivered personally,
by facsimile, or sent by a nationally recognized overnight courier service or delivered by electronic mail, addressed to the Corporation,
at the principal address of the Corporation or such other facsimile number, email address or address as the Corporation may specify for
such purposes by notice to the Holders delivered in accordance with this Section 10(a). Any and all notices or other communications or
deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally
recognized overnight courier service or delivered by electronic mail addressed to each Holder at the facsimile number, email address or
address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the
Corporation, at the principal place of business of such Holder. Any notice or other communication or deliveries hereunder shall be deemed
given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication
is delivered via facsimile or email on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day,
(iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given.
(b) Absolute
Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation
of the Corporation, which is absolute and unconditional, to pay the liquidation preference and accrued but unpaid dividends, as applicable,
on the Series A Preferred Shares at the time, place, and rate, and in the coin or currency, herein prescribed.
(c) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall
be governed by and construed and enforced in accordance with the laws of Ireland, without regard to the principles of conflict of laws
thereof.
(d) Amendments;
Waiver. This Certificate of Designation may be amended or any provision of this Certificate of Designation may be waived by the Corporation
solely with the affirmative vote at a duly held meeting or written consent of the Requisite Holders; provided that an amendment to Section
6 hereof shall require the affirmative vote at a duly held meeting or written consent of two-thirds of the Holders. Any waiver by the
Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other
Holders, except that a waiver by the Requisite Holders or two-thirds of the Holders, as applicable, will constitute a waiver of all Holders.
The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more
occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence
to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must
be in writing.
(e) Severability.
If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation
shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to
all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the
applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate
of interest permitted under applicable law.
(f) Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day.
(g) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed
to limit or affect any of the provisions hereof.
(h) Status
of Converted or Redeemed Series A Preferred Shares. If any Series A Preferred Shares shall be converted, redeemed or reacquired by
the Corporation, such shares shall resume the status of authorized but unissued preferred shares and shall no longer be designated as
Series A Preferred Shares.
SIGNATURE PAGE
TO
SUBSCRIPTION AGREEMENT
IN WITNESS WHEREOF, the Subscriber hereby executes this Subscription
Agreement, as of _________________________
Number of Series A Preferred Shares Purchased _____________________________
Total Subscription Amount $ ___________________________________________
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SUBSCRIBER |
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Print Name |
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Signature |
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Name of Signatory (if an entity) |
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Title of Signatory (if an entity) |
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Tax ID or Social Security Number: |
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Agreed to and accepted as of _________________________
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Brera Holdings PLC |
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By: |
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Name: |
Pierre Galoppi |
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Title: |
Chief Executive Officer |
23
Brera (NASDAQ:BREA)
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Brera (NASDAQ:BREA)
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