Exhibit 10.10


 





INDEPENDENT DIRECTOR AGREEMENT


 


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”).


 


RECITALS


 


A.
The Company is filing a registration statement on Form F-1 relating to a firm commitment initial public offering of its securities
(the “IPO”).


 


B. The current Board consists
of four (4) members and the Board intends to appoint three (3) additional independent directors prior to the closing of the IPO.


 


C. The Company desires
to appoint the Director to serve on the Company’s board of directors (the “Board”), which will include
membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on the Board.


 


AGREEMENT


 


NOW THEREFORE, in consideration
of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Company and the Director hereby agree as follows:


 


1.  Duties.
From and after the effective date of the registration statement for the IPO and related pricing of the IPO (the “Effective
Time”), the Company requires that the Director be available to perform the duties of an independent director customarily
related to this function as may be determined and assigned by the Board and as may be required by the Company’s constituent
instruments, including its constitution, as amended, and its corporate governance and board committee charters, each as amended or
modified from time to time, and by applicable law, including the Irish Companies Act 2014. The Director agrees to devote as much
time as is necessary to perform completely the duties as a Director of the Company, including duties as a member of one or more
committees of the Board, to which the Director may hereafter be appointed. The Director will perform such duties described herein in
accordance with the general fiduciary duty of directors.


 


2. Term.
The term of this Agreement shall commence as of the Effective Time, which shall be the date of the Director’s appointment by the
board of directors of the Company, and shall continue until the Director’s removal or resignation. In addition to a termination
of this Agreement pursuant to Section 8, the Company shall have the right to terminate this Agreement upon written notice to the Director
at any time without liability prior to the Effective Time.


 


3.  Compensation.


 


(a) Following the
Effective Time and the commencement of the term of this Agreement, for all services to be rendered by the Director in any capacity
hereunder, the Company agrees to compensate the Director a fee of $________1 per
year in cash (the “Annual Fee”), which Annual Fee shall be paid to the Director in four equal installments no
later than the fifth business day of each calendar quarter commencing in the first quarter following the Effective Time. The
Director shall be responsible for his or her own individual income tax payment on the Annual Fee in jurisdictions where the Director
resides.






 





 












		1	Fee will be equal to (a) a base fee of US$36,000, (b) US$5,000 for each board committee, and (c)
                                                                             US$10,000 if the director acts as chair of the audit committee.



 




     


     


    

 


(b)
Equity Compensation. Upon entering into this Agreement, the Director shall be granted a share option, with an exercise price
equal to $2.00, to purchase 50,000 Class B Ordinary Shares (the “Option”). The Option will vest over a three (3) year
period beginning at the Effective Time at a rate of 1/3 per year provided that the Director remains in Continuous Service over the vesting
period. If this Agreement is terminated by the Company or the Director prior to the Effective Time, then the Option shall automatically
terminate in accordance with its terms and the Director shall have no rights thereunder.


 


4.
Independence. The Director acknowledges that his appointment hereunder
is contingent upon the Board’s determination that he is “independent” with respect to the Company, in accordance with
the listing requirements of the Nasdaq and NYSE American stock exchanges, and that his appointment may be terminated by the Company in
the event that the Director does not maintain such independence standard.


 


5.
Expenses. The Company shall reimburse the Director for pre-approved
reasonable business-related expenses incurred in good faith in connection with the performance of the Director’s duties for the
Company. Such reimbursement shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses
incurred, which shall be accompanied by sufficient documentation to support the expenditures.


 


6.
Other Agreements.


 


(a) Confidential
Information and Insider Trading. The Company and the Director each acknowledge that, in order for the intentions and purposes of
this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning
the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic
plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and that
the communication of such Confidential Information to third parties could irreparably injure the Company and its business.
Accordingly, the Director agrees that, during his association with the Company and thereafter, he will treat and safeguard as
confidential and secret all Confidential Information received by him at any time and that, without the prior written consent of the
Company, he will not disclose or reveal any of the Confidential Information to any third party whatsoever or use the same in any
manner except in connection with the business of the Company and in any event in no way harmful to or competitive with the Company
or its business. For purposes of this Agreement, “Confidential Information” includes any information not
generally known to the public or recognized as confidential according to standard industry practice, any trade secrets, know-how,
development, manufacturing, marketing and distribution plans and information, inventions, formulas, methods or processes, whether or
not patented or patentable, pricing policies and records of the Company (and such other information normally understood to be
confidential or otherwise designated as such in writing by the Company), all of which the Director expressly acknowledges and agrees
shall be confidential and proprietary information belonging to the Company. Upon termination of his association with the Company,
the Director shall return to the Company all documents and papers relating to the Company, including any Confidential Information,
together with any copies thereof, or certify that he or she has destroyed all such documents and papers. Furthermore, the Director
recognizes that the Company has received and, in the future, will receive confidential or proprietary information from third parties
subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only
for certain limited purposes. The Director agrees that the Director owes the Company and such third parties, both during the term of
the Director’s association with the Company and thereafter, a duty to hold all such confidential or proprietary information in
the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party, disclose it to
any person or entity or use it for the benefit of anyone other than the Company or such third party, unless expressly authorized to
act otherwise by an officer of the Company. In addition, the Director acknowledges and agrees that the Director may have access to
“material non-public information” for purposes of the federal securities laws (“Insider Information”)
and that the Director will abide by all securities laws relating to the handling of and acting upon such Insider Information.






 




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(b)
Disparaging Statements. At all times during and after the period in which the Director is a member of the Board and at all
times thereafter, the Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging
statements about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents,
or any of the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other act
prejudicial or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with the business
of the Company or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the Director from complying
with all obligations imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph shall be deemed
applicable to any testimony given by the Director in any legal or administrative proceedings.


 


(c)
Work Product. Director agrees that any and all Work Product (as defined below) shall be the Company’s sole and exclusive
property. Director hereby irrevocably assigns to the Company all right, title and interest worldwide in and to any deliverables resulting
from the Director’s services as a director to the Company (“Deliverables”), and to any ideas, concepts, processes,
discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable
works, and any other work product created, conceived or developed by you (whether alone or jointly with others) for the Company during
or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights
therein (the “Work Product”). Director retains no rights to use the Work Product and agrees not to challenge the validity
of our ownership of the Work Product. Director agrees to execute, at Company’s request and expense, all documents and other instruments
necessary or desirable to confirm such assignment. In the event that Director does not, for any reason, execute such documents within
a reasonable time after the Company’s request, Director hereby irrevocably appoint the Company as Director’s attorney-in-fact
for the purpose of executing such documents on your behalf, which appointment is coupled with an interest. Director will deliver to the Company
any Deliverables and disclose promptly in writing to us all other Work Product.


 


(d)
Enforcement. The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration
has been and will be received and that the agreements set forth herein are the result of arms-length negotiations between the parties
hereto. The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company and
its affiliates and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for which money
damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director, the Company and
its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel
specific performance thereof or to obtain an injunction or other equitable relief restraining any action by the Director in violation
of this Section 6 without posting any bond therefore or demonstrating actual damages, and the Director will not claim as a defense thereto
that the Company has an adequate remedy at law or require the posting of a bond. If any of the restrictions or activities contained in
this Section 6 shall for any reason be held by an arbitrator to be excessively broad as to duration, geographical scope, activity or subject,
such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent compatible with the applicable
law; it being understood that by the execution of this Agreement the parties hereto regard such restrictions as reasonable and compatible
with their respective rights. The Director acknowledges that injunctive relief may be granted immediately upon the commencement of any
such action without notice to the Director and in addition Company may recover monetary damages.


 


(e)
Separate Agreement. The parties hereto further agree that the provisions of Section 6 are separate from and independent
of the remainder of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by the
Director against the Company. The terms of this Section 6 shall survive termination of this Agreement.








 


7. Market
Stand-Off Agreement. In the event of a public or private offering of the Company’s securities, including in connection
with the IPO, and upon request of the Company, the underwriters or placement agents placing the offering of the Company’s securities,
the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities
of the Company that the Director may own, other than those included in the registration, without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time from the effective date of such registration as may be requested by
the Company or such placement agent or underwriter.


 


8.
Termination. With or without cause, the Company and the Director may
each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to the Director
the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s)
of the Company from removing the Director with immediate effect at any time for any reason. For the avoidance of doubt, if the Company
terminates this Agreement prior to the closing of the IPO in accordance with Section 2 hereof, then the Company shall not have any liability
whatsoever to the Director and the share option granted to the Director shall automatically terminate in accordance with its terms.


 




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9.
 Indemnification. The Company shall indemnify, defend and hold harmless
the Director, to the full extent allowed by the law of Ireland, and as provided by, or granted pursuant to, any constitution provision,
agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of shareholders or disinterested directors
or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office.
The Company and the Director are executing an indemnification agreement in the form attached hereto as Exhibit A.


 


10.
Effect of Waiver. The waiver by either party of the breach of any provision
of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.


 


11.
Notice. Any and all notices referred to herein shall be sufficient
if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address
as specified in filings made by the Company with the U.S. Securities and Exchange Commission.


 


12.
Governing Law; Arbitration. This Agreement shall be interpreted in
accordance with, and the rights of the parties hereto shall be determined by, the laws of Ireland without reference to conflicts of laws
principles. Any disputes or claims arising under or in connection with this Agreement or the transactions contemplated hereunder shall
be resolved by binding arbitration. Notice of a demand to arbitrate a dispute by any party hereto shall be given in writing to the other
parties hereto at their last known addresses. Arbitration shall be commenced by the filing by such a party of an arbitration demand with
the Chartered Institute of Arbitrators (Irish Branch) (the “Institute”). The arbitration and resolution of the dispute
shall be resolved by a single arbitrator appointed by the Institute pursuant to the All Ireland Arbitration Rules 2020 (as may be amended,
extended and replaced by the Institute) (the “Rules”). The arbitration shall in all respects be governed and conducted
by Rules, save for the interpretation of any laws/rules or legislation which shall be strictly governed by the laws of Ireland, and any
award and/or decision shall be conclusive and binding on the parties. The arbitration shall be conducted in Dublin, Ireland. The arbitrator
shall supply a written opinion supporting any award, and judgment may be entered on the award in any court of competent jurisdiction.
Each party hereto shall pay its own fees and expenses for the arbitration, except that any costs and charges imposed by the Institute
and any fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator. In the event that preliminary
or permanent injunctive relief is necessary or desirable in order to prevent a party from acting contrary to this Agreement or to prevent
irreparable harm prior to a confirmation of an arbitration award, then any party hereto is authorized and entitled to commence a lawsuit
solely to obtain equitable relief against the other such parties pending the completion of the arbitration in a court having jurisdiction
over those parties.


 


13.
Assignment. The rights and benefits of the Company under this Agreement
shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against,
its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may
not assign any right or duty under this Agreement without the prior written consent of the Company.


 


14. Miscellaneous.
If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity
or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the
invalid or illegal provision had not been contained herein. The article headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes. Except as provided elsewhere herein, this Agreement sets
forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any
party to this Agreement with respect to such subject matter.






 


[Signature Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Independent Director Agreement to be duly executed and signed as of the day and
year first above written.


 


	 	COMPANY:
	 	 
	 	Brera Holdings Limited
	 	 	 
	 	By:	         
	 	Name: 	 
	 	Title:	 



 


	 	DIRECTOR:
	 	 	 
	 	 
	 	Name: 	      
	 	 	 
	 	Address:	 
	 		 
	 	 	 



 


Signature Page to Independent Director Agreement


 



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EXHIBIT A


 


Indemnification Agreement


 


(See Attached)


 




 


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