Exhibit 10.1


 


THE SECURITIES TO BE ISSUED PURSUANT TO THIS
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


 


SUBSCRIPTION AGREEMENT


(This
“Agreement”)


Brera Holdings Limited


25-28 North Wall Quay


Dublin 1


Ireland


Attn: Daniel McClory, Director


 


Ladies and Gentlemen:


 


Subscription. The undersigned (sometimes
referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and
agrees to purchase the Securities (as defined below) of Brera Holdings Limited, an Irish private company limited by shares (the “Company”),
for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described
herein, in the investor package of which this Agreement forms a part (the “Investor Package”) and in the other exhibits
to the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined elsewhere
in the Offering Documents. The Company is seeking to raise a minimum of $500,000 (the “Minimum Offering Amount”) and
maximum of $1,500,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required
from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion,
to accept subscriptions in an amount less than this amount. Boustead Securities, LLC (“Boustead”) and the Company,
in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. All references to $ means United States dollars.
The undersigned acknowledges that the Company has engaged Boustead as its exclusive placement agent in connection with this Offering.


 


1. Description
of Securities; Risk Factors.


 


		a.	Description of Securities. The Company is offering (the “Offering”) to the Investor
class B ordinary shares, nominal value $0.005 per share, of the Company (“Shares” or “Securities”)
at a purchase price of $1.00 per share. The Company is authorized to allot and issue two classes of ordinary shares, Class A Ordinary
Shares and Class B Ordinary Shares, and any number of classes of preferred shares. Class A Ordinary Shares are entitled to ten votes per
share on resolutions requiring or requesting shareholder approval, and Class B Ordinary Shares are entitled to one vote on any such matter.
For a more detailed description of the Securities see the Term Sheet attached as Exhibit C to the Subscription Package.



 


This Offering is being conducted in
advance of the Company’s intended initial public offering (“IPO”) of its Class B Ordinary Shares and listing
of its Class B Ordinary Shares for trading on the Nasdaq Capital Market or other national securities exchange.


 


Under the Company’s engagement
letter with Boustead, dated July 12, 2022 (the “Engagement Letter”), Boustead has been engaged as our exclusive financial
advisor for the 18-month term of the Engagement Letter. In addition, Boustead has expressed its intent to enter into an Underwriting Agreement
with the Company to act as the lead underwriter for the proposed IPO on a “firm commitment” basis. There can be no assurance
that we and Boustead will be able to agree on the terms of such Underwriting Agreement or that our proposed IPO will be successfully consummated.


 


		b.	Risks Related to the Investment in the Securities. Investing in the Securities involves a high
degree of risk. Before investing, Investors should carefully consider the Business Summary of the Company (Exhibit D to the Investor
Package), the Risk Factors related to the Company’s business (Exhibit E to the Investor Package), the Company Investor Presentation
(Exhibit F to the Investor Package) and the Company Financial Statements (Exhibit G to the Investor Package), together with
the other information contained in Offering Documents.



 






     


     


    

 


2. Purchase.


 


		a.	I hereby agree to tender to Sutter Securities Inc. (the “Escrow Agent”), (i) by check
or wire transfer of immediately available funds (to a bank account and related wire instructions provided in the Investor Package or otherwise
provided to me upon my request) made payable to “Sutter Securities Inc., as Escrow Agent for Brera Holdings Limited”, for
such number of Shares indicated on the signature page hereto, (ii) an executed copy of this Subscription Agreement, and (iii) an executed
copy of my Investor Representation and Suitability Questionnaire, attached as Exhibit B to the Investor Package. Funds will be
held in an escrow account maintained by the Escrow Agent (the “Escrow Account”), as set forth in more detail below
pending the initial Closing of the Offering.



 


		b.	The Offering is for a minimum offering amount of $500,000 (the “Minimum Offering Amount”)
and a maximum offering of $1,500,000 (the “Maximum Offering Amount”). All subscriptions to purchase Securities will
be held in the Escrow Account, which is a noninterest-bearing account maintained by the Escrow Agent. The subscriptions will remain in
the Escrow Account until subscriptions for the Minimum Offering Amount are raised. Boustead and the Company, in their sole discretion,
may accept subscriptions in excess of the Maximum Offering Amount.



 


		c.	This Offering will continue until the earlier of (a) the sale of 1,500,000 Shares for $1,500,000 of gross
proceeds being the Maximum Offering Amount, or (b) September 30, 2022, unless such date is extended by the Company and Boustead in their
sole discretion (the “Termination Date”). Upon the earlier of a Closing (defined below) on my subscription or completion
of the Offering, I will be notified promptly by the Company as to whether my subscription has been accepted by the Company.



 


3. Acceptance
or Rejection of Subscription.


 


		a.	I understand and agree that the Company reserves the right to reject this subscription for the Securities,
in whole or in part, for any reason and at any time prior to the Closing (defined below) of my subscription.



 


		b.	In the event the Company rejects this subscription, my subscription payment will be promptly returned
to me without interest or deduction and this Subscription Agreement shall be of no force or effect. In the event my subscription is accepted,
and the Offering is completed, the subscription funds submitted by me shall be released to the Company.



 


4. Closing.
The closing (“Closing”) of this Offering may occur at any time and from time to time on or before the Termination Date.
The Company must achieve the $500,000 Minimum Offering Amount prior to conducting an initial Closing (the “Initial Closing”).
Upon receipt of the Minimum Amount, an Initial Closing will be held, and all funds will be released from the Escrow Account and paid to
the Company, less professional fees and compensation paid to Boustead and syndicate members, if any. Thereafter, additional Closings will
be held as funds are received up to the earlier to occur of receipt of the $1,500,000 Maximum Offering Amount (or increased amount agreed
to by the Company and Boustead) or the Termination Date. Boustead and the Company, in their sole discretion, may accept subscriptions
in excess of the Maximum Offering Amount. Pending receipt of the Minimum Amount, all subscription funds will be placed in escrow with
the Escrow Agent. If, for any reason, the Minimum Amount of subscriptions are not received by the Termination Date (as the same may be
extended by Boustead and the Company), all escrowed funds will be returned to subscribers, without interest or deduction. The Securities
subscribed for herein shall not be deemed issued to or owned by me until one copy of this Subscription Agreement has been executed by
me and countersigned by the Company, the Closing with respect to such Securities has occurred and my name has been entered on the Company’s
register of members. Affiliates of the Company or Boustead, including officers, directors and existing stockholders of the Company and
representatives of Boustead, may invest in this Offering and their funds will be counted toward the Company achieving the Minimum Amount.
In addition, the Company may allow affiliates of the Company, Boustead or other investors to pay the subscription price through the cancellation
of indebtedness or other liquidated sums owed to such investors by the Company and such investment amount would also be counted toward
achieving the Minimum Amount. I acknowledge and agree that Boustead and the Company may unilaterally, without my consent, agree
to extend the Termination Date by which the Minimum Amount must be raised for an Initial Closing to occur and Boustead and the Company
shall not be required to return the escrowed funds to me if there is any such extension.


 






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5. Disclosure.
Because this offering is limited to accredited investors as defined in Section 2(15) of the Securities Act, and Rule 501 promulgated thereunder,
in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act and applicable state securities laws, the Securities
are being sold without registration under the Securities Act. I acknowledge receipt of the Offering Documents and represent that I have
carefully reviewed and understand the Offering Documents, including all exhibits attached hereto. I have received all information and
materials regarding the Company that I have requested. I fully understand that the Company has a limited financial and operating history
and that the Securities are speculative investments which involve a high degree of risk, including the potential loss of my entire investment.
I fully understand the nature of the risks involved in purchasing the Securities and I am qualified to make such investment based on my
knowledge of and experience in investing in securities of this type. I have carefully considered the potential risks relating to the Company
and purchase of its Securities and have, in particular, reviewed each of the risks set forth in the Offering Documents. Both my advisors
and I have had the opportunity to ask questions of and receive answers from representatives of the Company or persons acting on its behalf
concerning the Company and the terms and conditions of a proposed investment in the Company and my advisors and I have also had the opportunity
to obtain additional information necessary to verify the accuracy of information furnished about the Company. Accordingly, I have independently
evaluated the risks of purchasing the Securities.


 


6. Investor
Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:


 


		a.	I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and
have carefully read the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by
all of the terms and conditions of the Offering Documents.



 


		b.	I acknowledge and am aware that there is no assurance as to the future performance of the Company.



 


		c.	I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase
of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.



 


		d.	I am purchasing the Securities for my own account for investment purposes only and not with a view to
or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of
all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period
of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of
any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the
Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize
the Company to place a restrictive legend on the Securities that are issued to me.



 






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		e.	I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited
to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the
Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my
current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.



 


		f.	I have been given access to full and complete information regarding the Company and have utilized such
access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering
Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking
questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the
business and operations of the Company and to obtain any additional information, to the extent reasonably available.



 


		g.	I have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to
evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined
in Regulation D under the Securities Act in connection with evaluating such merits and risks.



 


		h.	I have relied solely upon my own investigation in deciding to invest in the Company.



 


		i.	I have received no representation or warranty from the Company or any of its officers, directors, employees
or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the
Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent
to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over
television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.



 


		j.	I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering
and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.



 


		k.	I have been provided an opportunity to obtain any additional information concerning the offering and the
Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or
expense.



 


		l.	I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule
501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor”
status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable
about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies.
I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly,
on behalf of the Company or any person with respect to such securities.



 


		m.	I understand that (1) the Securities have not been registered under the Securities Act, or the securities
laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal
government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in
the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction
meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.



 






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		n.	I understand that since neither the offer nor sale of the Securities has been registered under the Securities
Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so
registered or an exemption from such registration is available.



 


		o.	I have had the opportunity to seek independent advice from my professional advisors relating to the suitability
of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.



 


		p.	If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account,
Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this
Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.



 


		q.	The information contained in my Investor Questionnaire, as well as any information which I have furnished
to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription
Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised
or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided
under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith
shall survive my death or disability.



 


7. Placement
Agent. The Company has engaged Boustead, a broker-dealer licensed with FINRA, as placement agent for the Offering on a reasonable
best-efforts basis. The Company anticipates that Boustead and its sub-agents or syndicate members will be paid at each Closing from the
proceeds in the Escrow Account, fees including and not to exceed: a cash commission of seven percent (7%) of the gross Purchase Price
paid by Investors in the Offering, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds raised in the Offering.
Any sub-agent or syndicate member of Boustead that introduces investors to the Offering will be entitled to share in the cash fees and
Boustead Warrants attributable to those investors as described above, pursuant to the terms of an executed sub-agent or selected dealer
agreement. The Company will also pay certain expenses of Boustead.


 


8. Representations
and Warranties of the Company. When used in this Section 8, unless the context indicates otherwise, all references to the “Company”
also mean and include the direct and indirect subsidiaries of the Company. The Company hereby represents and warrants to the Subscriber,
as of the date hereof and on each Closing Date, the following:


 


		a.	Organization and Qualification. The Company and each of its subsidiaries, if any, is a company
or other business entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its formation
(to the extent such concept exists in such jurisdiction) and has the requisite corporate power to own its properties and to carry on its
business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and
is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except
to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the assets, business,
financial condition, results of operations or future prospects of the Company and its subsidiaries taken as a whole (a “Material
Adverse Effect”).



 






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		b.	Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite
corporate power and authority to enter into and perform its obligations under this Agreement, and each of the Offering Documents and to
issue the Securities in accordance with the terms hereof, (ii) the execution and delivery by the Company of each of the Offering Documents
and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities
have been, or will be at the time of execution of such Offering Document, duly authorized by the Company’s Board of Directors, and
no further consent or authorization is, or will be at the time of execution of such Offering Document, required by the Company, its respective
Board of Directors or its stockholders, (iii) each of the Offering Documents will be duly executed and delivered by the Company, (iv)
the Offering Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations
of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of creditors’ rights and remedies.



 


		c.	Capitalization. Immediately prior to the Initial Closing, the authorized share capital of the Company
is $1,750,000 and €1.00, consisting of 350,000,001 shares, of which 300,000,001 are ordinary shares, of which 8,200,000 are issued
and outstanding prior to this Offering and 50,000,000 are preferred shares, nominal value $0.005 per share, none of which are issued and
outstanding prior to this Offering. Of the 300,000,001 authorized ordinary shares a total of 50,000,000 of the authorized shares are Class
A Ordinary Shares, nominal value $0.005 per share, and carry 10 to 1 voting rights, of which a total of 8,100,000 are outstanding prior
to this Offering, 250,000,000 are Class B Ordinary Shares and carry 1 to 1 voting rights, of which a total of 100,000 are outstanding
prior to this Offering and 1 is an ordinary share, nominal value €1.00 per share, which carries no voting rights and which is not
outstanding prior to this Offering. The Company has not 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, ordinary or preferred shares of the Company. Except as aforesaid, 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 exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, any ordinary or preferred shares,
or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional
ordinary or preferred shares, or securities or rights convertible or exchangeable into ordinary or preferred shares. All of the outstanding
ordinary and preferred shares of the Company and all of the share capital of each of the Company’s subsidiaries have been or will
be, as of the Initial Closing, duly authorized, validly issued and are fully paid (nonassessable). At the Initial Closing, (i) no shares
of capital stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens
or encumbrances suffered or permitted by the Company; (ii) there will be no agreements or arrangements under which the Company or any
of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, and (iii) there are no securities
or instruments of the Company or any of its subsidiaries containing anti-dilution or similar provisions, including the right to adjust
the exercise, exchange or reset price under such securities, that will be triggered by the issuance of the Securities as described in
this Agreement. Upon request, the Company will make available to the Investor true and correct copies of the Company’s Constitution,
as amended and as in effect on the date hereof (the “Constitution”), and the terms of all securities exercisable for
ordinary shares and the material rights of the holders thereof in respect thereto other than stock options issued to officers, directors,
employees and consultants.



 






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		d.	Subsidiaries. The Company currently has one subsidiary: KAP S.r.l., an Italian limited liability
company (“KAP”). KAP was initially formed on December 20, 2016 and is wholly owned by the Company. KAP has a licensing
agreement with the FCD Brera, an Italian amateur sports association (“FCD Brera”), in which FCD Brera was granted the
non-exclusive license to use KAP’s trademarks “Brera” and “Fenix Trophy” in association with its amateur
football activities and has agreed to carry out and bear the costs of certain sports related activities in relation to the trademarks
in exchange for fees to be agreed upon between the parties and KAP’s recognition of the attributable revenues. Except for the above-described
subsidiary, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership,
trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint
venture, partnership or similar arrangement.



 


		e.	Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with
the terms hereof, shall be duly issued and fully paid (nonassessable), and will be free and clear of all taxes, liens and charges with
respect to the issue thereof.



 


		f.	No Conflicts. The execution, delivery and performance of each of the Offering Documents by the
Company, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of
the Constitution (or equivalent constitutive document) of the Company or any of its subsidiaries or (ii) violate or conflict with, or
result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any subsidiary is a party, except for those which would not reasonably be expected to have a Material Adverse
Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities
laws and regulations) applicable to the Company or any subsidiary or by which any property or asset of the Company or any subsidiary is
bound or affected except for those which could not reasonably be expected to have a Material Adverse Effect. Except those which could
not reasonably be expected to have a Material Adverse Effect, neither the Company nor any subsidiary is in violation of any term of or
in default under its constitutive documents. Except those which could not reasonably be expected to have a Material Adverse Effect, neither
the Company nor any subsidiary is in violation of any term of or in default under any material contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or any subsidiary. The business
of the Company and its subsidiaries is not being conducted and shall not be conducted in violation of any law, ordinance, or regulation
of any governmental entity, except for any violation which could not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable
state securities laws, neither the Company nor any of its subsidiaries is required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under or contemplated by this Agreement or the other Offering Documents in accordance with the terms hereof or thereof. Neither the execution
and delivery by the Company of the Offering Documents, nor the consummation by the Company of the transactions contemplated hereby or
thereby, will require any notice, consent or waiver under any contract or instrument to which the Company or any subsidiary is a party
or by which the Company or any subsidiary is bound or to which any of their assets is subject, except for any notice, consent or waiver
the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and would not
adversely affect the consummation of the transactions contemplated hereby or thereby. All consents, authorizations, orders, filings and
registrations which the Company or any of its subsidiaries is required to obtain pursuant to the preceding two sentences have been or
will be obtained or effected on or prior to the Closing.



 






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		g.	Absence of Litigation. There is no action, suit, claim, inquiry, notice of violation, proceeding
(including any partial proceeding such as a deposition) or investigation before or by any court, public board, governmental or administrative
agency, self-regulatory organization, arbitrator, regulatory authority, stock market, stock exchange or trading facility (an “Action”)
now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, wherein an unfavorable
decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company to
perform its obligations under this Agreement or any of the other Offering Documents, or (ii) have a Material Adverse Effect.



 


		h.	Acknowledgment Regarding Subscriber’s Purchase of the Securities. The Company acknowledges
and agrees that each Subscriber is acting solely in the capacity of an arm’s length purchaser with respect to the Offering Documents
and the transactions contemplated hereby and thereby. The Company further acknowledges that each Subscriber is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to the Offering Documents and the transactions contemplated
hereby and thereby and any advice given by such Subscriber or any of their respective representatives or agents in connection with the
Offering Documents and the transactions contemplated hereby and thereby is merely incidental to such Subscriber’s purchase of the
Securities.



 


		i.	No General Solicitation. Neither the Company, nor any of its “affiliates” (as defined
in Rule 144 under the Securities Act), nor, to the knowledge of the Company, any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the
Securities.



 


		j.	No Integrated Offering. Neither the Company, nor any of its affiliates, nor to the knowledge of
the Company, any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause
this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act.



 


		k.	Employee Relations. Neither the Company nor any subsidiary is involved in any labor dispute nor,
to the knowledge of the Company, is any such dispute threatened. Neither the Company nor any subsidiary is party to any collective bargaining
agreement. The Company’s and/or its subsidiaries’ employees are not members of any union, and the Company believes that its
and its subsidiaries’ relationship with their respective employees is good.



 


		l.	Permits. The Company and its subsidiaries have all authorizations, approvals, clearances, licenses,
permits, certificates or exemptions issued by any regulatory authority or governmental agency (collectively, “Permits”)
required to conduct their respective businesses as currently conducted except to the extent that the failure to have such Permits would
not have a Material Adverse Effect. The Company or its subsidiaries have fulfilled and performed in all material respects their obligations
under each Permit, and, as of the date hereof, to the knowledge of the Company, no event has occurred or condition or state of facts exists
which would constitute a breach or default or would cause revocation or termination of any such Permit except to the extent that such
breach, default, revocation or termination would not have a Material Adverse Effect.



 


		m.	Title. Each of the Company and its subsidiaries has good and marketable title to all of its real
and personal property and assets, free and clear of any material restriction, mortgage, deed of trust, pledge, lien, security interest
or other charge, claim or encumbrance which would have a Material Adverse Effect. With respect to properties and assets it leases, each
of the Company and its subsidiaries is in material compliance with such leases and holds a valid leasehold interest free of any liens,
claims or encumbrances which would have a Material Adverse Effect.



 






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		n.	Rights of First Refusal. The Company is not obligated to offer the Securities offered hereunder
on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the
Company, underwriters, brokers, agents or other third parties.



 


		o.	Brokers’ Fees. The Company does not have any liability or obligation to pay any fees or commissions
to any broker, finder or agent with respect to the transactions contemplated by this Agreement, except for the payment of fees to Boustead
as described above.



 


		p.	Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between
the Company or any subsidiary and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company
in the Financial Statements and is not so disclosed or that otherwise would have a Material Adverse Effect.



 


		q.	Investment Company. The Company is not required to be registered as, and is not an affiliate of,
and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.



 


		r.	Patents and Trademarks. The Company and its subsidiaries, if any, 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 as described in the Investor Package and
which the failure to so have could have a Material Adverse Effect (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.



 


		s.	Transactions With Affiliates and Employees. Except as set forth in the Investor Package, 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.



 


		t.	Financial Statements. Attached to the Investor Package as Exhibit G are the Company’s
subsidiary’s unaudited financial statements (including balance sheet and income statement) as of December 31, 2021 and December
31, 2020, and for the fiscal years ended December 31, 2021, and 2020 (collectively, the “Financial Statements”). The
Financial Statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standards Board, instead of pursuant to U.S. generally accepted accounting principles (“GAAP”),
applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes
required by IFRS. The Financial Statements fairly present in all material respects the financial condition and operating results of the
Company’s subsidiary as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except
as set forth in the Financial Statements, the Company’s subsidiary has no material liabilities or obligations, contingent or otherwise,
other than (i) liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date; (ii) obligations under contracts
and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under
IFRS to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material
Adverse Effect. The Company’s subsidiary maintains and will continue to maintain a standard system of accounting established and
administered in accordance with IFRS.



 






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		u.	Investor Package; Disclosure. The Company has made available to each Investor the Investor Package.
As of the date set forth on the Investor Package, the Investor Package did not contain any untrue statement of a material fact or omit
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 Company has made available to you all the information reasonably available to the Company
that you have requested for deciding whether to acquire the Securities. No representation or warranty of the Company contained in this
Agreement and no certificate furnished or to be furnished to you at the Closing contains any untrue statement of a material fact or, to
the Company’s knowledge, omits to state a material fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made.



 


		v.	Material Changes. Since the Balance Sheet Date, except as specifically disclosed in the Investor
Package, (i) there has been no event, occurrence or development that, individually or in the aggregate, has had or that could result in
a Material Adverse Effect, (ii) the Company has not altered its method of accounting or the identity of its auditors, except as disclosed
in the Investor Package, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders
or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued
any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock-based plans or agreements.



 


		w.	Reliance. The Company acknowledges that the Investor is relying on the representations and warranties
made by the Company hereunder and that such representations and warranties are a material inducement to the Investor purchasing the Securities.
The Company further acknowledges that without such representations and warranties of the Company made hereunder, the Investors would not
enter into this Agreement.



 


9. Other
Covenants and Agreements of the Parties.


 


		a.	Indemnification.



 


I hereby agree to
indemnify and hold harmless the Company and its officers, directors, shareholders, employees, agents, advisors and counsel, and Boustead
and its officers, directors, shareholders, employees, agents, advisors and counsel, against any and all losses, claims, demands, liabilities
and expenses (including reasonable legal or other expenses, including reasonable attorneys’ fees) incurred by each such person in
connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to
which any such indemnified party may become subject under the Securities Act, under any other statute, at common law or otherwise, insofar
as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact made by me and contained in this Subscription Agreement or my Investor Questionnaire, or (b) arise out of or are based
upon any breach by me of any representation, warranty, or agreement made by me contained herein or therein.


 






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		b.	Lock-Up.



 


In connection with
this Offering, the Investor agrees to the following lock-up agreement with respect to the Securities:


 


1. From
and after the date hereof and until the 180th day after the date the Company’s Class B Ordinary Shares are first listed for trading
on a national securities exchange (such first trading day, the “Lock-Up Trigger Date”), the Investor agrees not to
sell, transfer or otherwise dispose of the Securities or the Shares.


 


2. Between
the 181st and 270th day after the Lock-Up Trigger Date, the Investor agrees not to sell, transfer or otherwise dispose of more than one-third
of the Shares, subject to a maximum sale on any trading day of 3% of the daily volume.


 


3. Between
the 271st and 365th day after the Lock-Up Trigger Date, the Investor agrees not to sell, transfer or otherwise dispose of more than one-third
of the Shares, subject to a maximum sale on any trading day of 3% of the daily volume.


 


4. After
the 365th day after the Lock-Up Trigger Date, the Investor will be entitled to sell the remaining Shares purchased hereunder without contractual
restriction, but subject to any restrictions arising under applicable law, including the Securities Act.


 


5. Notwithstanding
the above, commencing 90 days after the Lock-Up Trigger Date, if the price per share of the Company’s Class B Ordinary Shares is
at least 50% higher than the IPO Price (as defined below) per share and trades at least 100,000 shares daily, both for ten (10) consecutive
trading days, the Investor may sell one-third of its shares subject to a maximum sale on any trading day of 3% of the daily volume; and
if the Company’s Class B Ordinary Share price is at least 100% higher than the IPO Price per share and trades at least 100,000 shares
daily, both for ten (10) consecutive trading days, the Investor may sell up to an additional one-third of its shares subject to a maximum
sale on any trading day of 3% of the daily volume; and if the Company’s Class B Ordinary Share price is at least 150% higher than
the IPO Price per share and trades at least 100,000 shares daily, both for ten (10) consecutive trading days, the Investor may sell an
additional one-third constituting a maximum total of all of its shares subject to a maximum sale on any trading day of 3% of the daily
volume. For purpose of this term, the “IPO Price” shall mean the price the Company’s Class B Ordinary Shares are first
sold to the public pursuant to an underwritten registered offering resulting in a listing of its Class B Ordinary Shares on the NASDAQ
Stock Market or another national stock exchange.


 


10. Severability.
In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this Subscription Agreement shall
nevertheless be binding with the same effect as though the void parts were deleted.


 


11. Choice
of Law and Jurisdiction. This Subscription Agreement shall be governed by the laws of the State of New York as applied to contracts
entered into and to be performed entirely within the State of New York. Any action arising out of this Subscription Agreement shall be
brought exclusively in a court of competent jurisdiction in New York, New York and the parties hereby irrevocably waive any objections
they may have to venue in New York, New York.


 


12. Counterparts.
This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. The execution of this Subscription Agreement may be by actual or facsimile signature.


 


13. Third
Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto. Boustead is an intended
third-party beneficiary of this Agreement, including the representations and warranties made by both the Company and the Investor herein
and the indemnification provided by the Investor herein and may directly enforce this Agreement and its rights hereunder.


 






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14. Notices
and Addresses. All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment) shall be
in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar courier delivery, as
follows:


 


	Investor:	At the address designated on the signature page of this Subscription Agreement.
	 	 
	The Company:	
    Daniel McClory

    Director

    Brera Holdings Limited

    25-28 North Wall Quay

    Dublin 1

    Ireland



 


or to such other address as any of them, by notice
to the others may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be
conclusive evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or
by mailing.


 


15. Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes
all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Agreement may not be
changed, waived, discharged, or terminated orally but, rather, only by a statement in writing signed by the Company the party or parties
against which enforcement of the change, waiver, discharge, or termination is sought.


 


16. Section
Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect,
in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.


 


17. Survival
of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein shall survive the
delivery of, and the payment for, the Securities.


 


18. Acceptance
of Subscription. The Company may accept this Subscription Agreement at any time for all or any portion of the Securities subscribed
for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.


 


RESIDENTS OF ALL STATES: THE SECURITIES
OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY
STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


SALES IN FLORIDA: THE SECURITIES OFFERED
HEREBY WILL BE SOLD, AND ACQUIRED, IN A TRANSACTION EXEMPT UNDER SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION
ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. PURSUANT TO SECTION 517.061(11) OF THE FLORIDA SECURITIES
AND INVESTOR PROTECTION ACT, WHEN SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN THE STATE OF FLORIDA, ANY SALE IN THE STATE OF FLORIDA
MADE PURSUANT TO SECTION 517.061(11) OF SUCH ACT IS VOIDABLE BY THE PURCHASER IN SUCH SALE (WITHOUT INCURRING ANY LIABILITY TO THE COMPANY
OR TO ANY OTHER PERSON OR ENTITY) EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO
SUCH PURCHASER, WHICHEVER OCCURS LATER. TO VOID HIS OR HER PURCHASE, THE PURCHASER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY
AT THE ADDRESS INDICATED HEREIN. ANY SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THREE
(3) DAY PERIOD. IT IS PRUDENT TO SEND ANY SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO
TO HAVE EVIDENCE OF THE TIME THAT IT WAS MAILED. SHOULD A PURCHASER MAKE THIS REQUEST ORALLY, THAT PURCHASER MUST ASK FOR WRITTEN CONFIRMATION
THAT THE REQUEST HAS BEEN RECEIVED. IF NOTICE IS NOT RECEIVED WITHIN THE TIME LIMIT SPECIFIED HEREIN, THE FOREGOING RIGHT TO VOID THE
PURCHASE SHALL BE NULL AND VOID.


 


(Remainder of Page left intentionally blank.)


 



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THE AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY
IS:


 


$__________ Shares at a per Share Purchase Price of $1.00 per share



 


Manner in Which Title is to be Held. (check one)


 


	— Individual Ownership	— Community Property
	— Joint Tenant with Right of Survivorship (both parties must
sign)
	— Partnership	— Tenants in common
	— Corporation or Trust	— IRA or Keogh
	— Other (please indicate)	 



 


	INDIVIDUAL INVESTORS	 	ENTITY INVESTORS
	 	 	 
	 	 	By: 	                            
	Signature (Individual)	 	 	*Signature
	 	 	 
	 	 	Its:	 
	Signature (Joint)	 	 
	(all record holders must sign)	 	 
	 	 	 
	 	 	 
	Name(s) Typed or Printed	 	Entity Name Typed or Printed
	 	 	 
	Address to Which Correspondence Should be Directed	 	Address to Which Correspondence Should be Directed
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	City, State and Zip Code	 	City, State and Zip Code
	 	 	 
	Email Address for Notification	 	Email Address for Notification
	 	 	 
	 	 	 
	Name(s) Typed or Tax Identification or 

Social Security Number	 	Name(s) Typed or Tax Identification or 

Social Security Number



 


	*	If Securities are being subscribed for by any entity,
the Certificate of Signatory on the next page must also be completed



 


The foregoing subscription is accepted and the Company hereby agrees
to be bound by its terms on 22nd day of July, 2022.


 


	 	Brera Holdings Limited
	 	 
	 	By:	 
	 	 	Name: 	Daniel McClory
	 	 	Its:	Director



 






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CERTIFICATE OF SIGNATORY


 


(To be completed if Securities are being subscribed for by an entity)


 


	I, ___________________________________,	the ___________________________________________
	(name of signatory)	 (title)



 


	of ______________________________________________	(“Entity”),
a ________________________________
	(name of entity)	(type of entity)



 


Organized under the laws of _______________, hereby
certify that I am empowered and duly authorized by the Entity to execute the Subscription Agreement and to purchase the Securities, and
certify further that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and
binding obligation of the Entity.


 


IN WITNESS WHEREOF, I have set my hand this ______
day of ___________, 2022.


 


	 	 
	 	(Signature)



 


 


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