Exhibit 10.6


 


PRIVATE DEED


 


Between


 


Alessandro Aleotti (Tax Code LTTLSN63T18C573Y),
resident in Milan, in via Mecenate 76,


 


Leonardo Aleotti (Tax Code LTTLRD95H20S205Y),
resident in Milan, via degli Umiliati 2/A,


 


- being the first party -


 


and


 


KAP S.r.l. (Tax Code 09703750969), with
registered office in Milan, via Ripamonti 1/3, in the person of the Sole Director, Mr Marco Sala;


 


- being the second party -


 


Hereinafter, jointly, “the Parties”
or separately “the Party”.


 


Considering that:


 


- Mr Alessandro Aleotti, Mr Leonardo Aleotti and
KAP S.r.l. – together with Brera Holdings Inc., FCD Brera, Daniel McClory, Adrio De Carolis, Marco Sala – on April 12, 2022,
signed a Confidential Term Sheet (hereinafter, the “Term Sheet”), which is attached to this deed, as Annex
A;


 


- that the Term Sheet essentially summarizes the
terms of the overall agreements under which Brera Holdings Inc., or any other designated entity, will carry out an initial capital increase
of USD 1.5 million, at the same time of the acquisition of KAP S.r.l., which will sign a binding contract to purchase the assets of FCD
Brera, all this in anticipation of the listing of Brera Holdings Inc., or of the different designated entity, on the Nasdaq Stock Exchange
by November 1, 2022;


 


- Mr Alessandro Aleotti is the full and exclusive
owner and holder of the “Brera” brand which refers to the “Brera FC” football club, as an offshoot of the Brera
Calcio Associazione Sportiva, as better specified below;


 


- Mr Leonardo Aleotti is the full and exclusive
owner and holder of the “Fenix Trophy” brand, which identifies a European football event recognized by UEFA, as better specified
below;


 


- the brands “Brera” and “Fenix
Trophy” (jointly the “Brands”) are currently being registered;


 


- the transfer of the Brands to KAP S.r.l. is,
among other things, preparatory and functional to the execution of the overall agreements covered by the Term Sheet;


 




     


     


    

 


Now, therefore


 


the parties hereby agree as follows.


 


2.1 Alessandro
Aleotti sells and transfers to KAP S.r.l., which accepts, the “Brera” brand.


 


2.2 The
“Brera” brand refers to the Brera FC football club - as an offshoot of the Brera Calcio Associazione Sportiva -, founded in
2000 by Alessandro Aleotti, who is still its current President, and registered - in the first instance - in 2010 and, following some aesthetic
changes to the logo, a second application for registration was submitted in 2022 and bears the registration number 302022000075551. The
applications for registration of the “Brera” brand have been submitted individually by Alessandro Aleotti, who therefore legitimately
owns them.


 


3.1 Leonardo
Aleotti transfers and sells to KAP S.r.l., which accepts, the “Fenix Trophy” brand.


 


3.2 The
“Fenix Trophy” brand refers to the homonymous FENIX Trophy, a European football event recognized by UEFA to which particularly
iconic amateur clubs are invited for their original identity and developed projects. The application for registration of the “Fenix
Trophy” brand was filed in 2022 on an individual basis by Leonardo Aleotti, Club Manager of Brera FC and curator of the FENIX Trophy,
who therefore legitimately owns it, and bears the registration number 302022000086186.


 


4.1 The
Parties agree that the price of the sale of the Brands to be paid to Mr Alessandro Aleotti and Mr Leonardo Aleotti amounts, each, in the
overall and documented amount incurred for their registration.


 


4.2 All
costs related to the transfer of ownership of the Brands, including notarial ones, are borne by KAP S.r.l.


 


5.1 Any
communication envisaged, requested or otherwise necessary in relation to this contract, will be considered effectively and validly carried
out, under penalty of nullity, only if resulting from a written deed delivered to the other Party by registered letter with acknowledgment
of receipt at the addresses indicated above, or by e-mail or certified e-mail to the following addresses:


 


(i) for KAP S.r.l


 


E-mail: hello@kap.it


 


Certified e-mail: kap@pec.kap.it


 


(ii) for Alessandro Aleotti


 


Milan, in via Mecenate 76


 


E-mail: io@alessandroaleotti.it








 


(iii) for Leonardo Aleotti:


 


Milan, via degli Umiliati 2/A


 


E-mail: leonardoaleotti95@gmail.com


 


8.1 This
contract is regulated by the Italian law.


 


8.2 Any
dispute that may arise between the Parties regarding the interpretation, execution, validity and / or effectiveness of this contract will
be subjected exclusively to the knowledge of the Court of Milan with the exclusion of any other competing tribunal.


 


Read, approved and undersigned.


 


Milan, July 13, 2022





 


Alessandro Aleotti


 


Leonardo Aleotti KAP S.r.l