Exhibit 4.2


 


THESE WARRANTS AND ANY SHARES ACQUIRED UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS
AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE
OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN
COMPLIED WITH.


 


Brera
Holdings Limited


 


Warrant
To Purchase Class B Ordinary Shares


 


Warrant No.: PA-1 


Date of Issuance: ____________ (“Issuance
Date”)


 


Brera Holdings Limited,
an Irish private company limited by shares (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,_______________, the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,
Company Class B Ordinary Shares, nominal value $0.005 (“Class B Ordinary Shares”) (including any Warrants to purchase
shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date
hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date
(as defined below), ____________ (subject to adjustment as provided herein) fully paid and non-assessable Class B Ordinary Shares (the
“Warrant Shares”). This Warrant is issued pursuant to that certain Engagement Letter, dated as of July 12, 2022, by
and between the Company and Boustead Securities, LLC.


 


		1.	EXERCISE OF WARRANT.



 


(a) Mechanics of Exercise.
 Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on
or after the date hereof, to the extent permitted by the applicable SEC and FINRA rules, in whole or in part, by delivery (whether via
facsimile, email, or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant, by submitting information including the then-applicable Exercise Price, number
of Warrant Shares purchased equal to or lower than the then-applicable number of Warrant Shares and the FMV (collectively, the “Exercise
Information”). Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment
to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares
as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately
available funds if, subject to the provisions of Section 1(d), the Holder has not notified the Company in such Exercise Notice that such
exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)) at a time and under circumstances which permit a Cashless
Exercise. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution
and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of
the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution
and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original
of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading
Day following the date on which the Company has received an Exercise Notice, upon checking that the Exercise Information supplied by
the Holder is accurate, the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise
Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer
Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise
Notice and, in the event that the Holder has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price,
and in the event that the Holder has chosen a Cashless Exercise, compliance with the terms of Section 1(d), the Company shall instruct
the Transfer Agent to issue to the Holder the number of Warrant Shares to which the Holder is entitled pursuant to such exercise and
to, at the sole direction of the Holder pursuant to the Exercise Notice, hold such Warrant Shares in electronic form at the Transfer
Agent registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise
Notice), or mail to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee,
in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice). Upon
delivery of an Exercise Notice and in the event that the Holder has chosen to exercise in cash, the Company’s receipt of the payment
of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such
Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
total number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired by the Holder
upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three (3) Business
Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section
7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon
the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The
Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the issuance or
delivery of Warrant Shares upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer taxes (i) in
respect of the issuance of this Warrant or such shares; (ii) the transfer of any Warrant or Warrant Shares; or (iii) the transfer involved
in the issuance or delivery of any Warrant Shares in a name other than that of the Holder. 


 






     


     


    

 


(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $1.00 per share, subject to adjustment as
provided herein.


 


(c) Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason (save for a failure caused by
incorrect or incomplete information provided by the Holder to the Company and/or any other failure by the Holder to comply with the
terms of this Warrant), to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a
certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a book-entry
confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share register, the
Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company shall
fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise
Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a
book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share
register and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of the
Holder) purchases (in an open market transaction or otherwise) Class B Ordinary Shares to deliver in satisfaction of a sale by the
Holder of all or any portion of the number of Warrant Shares, or a sale of a number of Warrant Shares equal to all or any portion of
the number of Warrant Shares, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in
addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including reasonable brokerage commissions and other reasonable out-of-pocket expenses, if any) for the Warrant
Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the
“Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit
the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s
exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to
so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the Holder’s
balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder
(as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of
(A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Class B Ordinary Shares on any Trading Day
during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under
this clause (ii).


 


(d) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of
Warrant Shares determined according to the following formula (a “Cashless Exercise”), provided that the Holder
may elect to cashless exercise pursuant to this Section 1(d) only if B as set forth in the following formula is higher than C as set
forth in the following formula:


 


 Net Number = (A x B)
- (A x C)


B


 


 For purposes of the foregoing
formula:


 


A= the total number of shares with respect
to which this Warrant is then being exercised.


 


B= the FMV


 


C= the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


In advance of undertaking
a Cashless Exercise of this Warrant pursuant to this Section 1(d), the Holder shall have paid to the Company the aggregate nominal amount
of the Warrant Shares ($0.005 per Warrant Share) issuable upon exercise of this Warrant.


 


Upon the exercise of the Warrants,
other than by way of Cashless Exercise pursuant to this Section 1(d) or upon the termination of the Warrants prior to exercise of all
or any portion of such Warrants, the Company covenants to return to Holder the applicable portion of the aggregate nominal amount of the
Warrant Shares that has been paid by the Holder to the Company in connection with such Warrants that have been exercised other than by
way of Cashless Exercise on a periodic six-month basis or promptly upon request by the Holder and, upon termination of the Warrants prior
to exercise of all or any portion of such Warrants, the Company shall promptly return to the Holder in full the remaining amount of the
aggregate nominal amount of the Warrant Shares in connection with such Warrants that has been paid by the Holder to the Company. Notwithstanding
the foregoing, each Holder shall have the right, upon three (3) Trading Days’ notice to the Company, to require the Company to return
the remaining amount of the aggregate nominal amount of the Warrant Shares issuable upon exercise of such Holder’s Warrants that
was paid by such Holder, provided that any future Cashless Exercise of the Warrants by such Holder shall require delivery of such aggregate
nominal amount of the Warrant Shares before the Warrant Shares are issued.


 






    2


     


    

 


(e) Disputes. In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to
be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not
disputed and resolve such dispute in accordance with Section 14.


 


(f) Intentionally
Left Blank.


 


(g) Insufficient
Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of Class B Ordinary
Shares as shall be necessary to satisfy the Company’s obligation to issue Warrant Shares hereunder (without regard to any
limitation otherwise contained herein with respect to the number of Warrant Shares that may be acquirable upon exercise of this
Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while the Warrant remains outstanding the
Company does not have a sufficient number of authorized and unreserved Class B Ordinary Shares to satisfy its obligation to reserve
for issuance upon exercise of the Warrant at least a number of Class B Ordinary Shares equal to the number of Class B Ordinary
Shares as shall from time to time be necessary to effect the exercise of the Warrant then outstanding (the “Required
Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action
necessary to increase the Company’s authorized Class B Ordinary Shares to an amount sufficient to allow the Company to reserve
the Required Reserve Amount for the Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as
practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the
occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in
the number of authorized Class B Ordinary Shares. In connection with such meeting, the Company shall provide each shareholder with a
proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized Class B
Ordinary Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal.


 


2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as set forth in this Section 2.


 


(a) hare Dividends
and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date hereof, (i) pays a share
dividend on one or more classes of its then outstanding ordinary shares or otherwise makes a distribution on any class of ordinary shares
that is payable in Class B Ordinary Shares, (ii) subdivides (by any share split, share dividend, recapitalization or otherwise) one or
more classes of its then outstanding ordinary shares into a larger number of shares or (iii) combines (by combination, reverse share split
or otherwise) one or more classes of its then outstanding ordinary shares into a smaller number of shares, then in each such case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Class B Ordinary Shares outstanding immediately
before such event and of which the denominator shall be the number of Class B Ordinary Shares outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination
of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under
this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall
be adjusted appropriately to reflect such event.


 


(b) Intentionally
Left Blank.


 


Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to only paragraph (a) of this Section 2, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price
in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).


 


(c) Other Events.
In the event that the Company (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of share
appreciation rights, phantom share rights or other rights with equity features), then the Company’s board of directors shall
in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if
applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(d) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further
that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then
the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally
recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses
shall be borne by the Company.


 






    3


     


    

 


(d) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of Class B Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the
account of the Company, and the disposition of any such shares shall be considered an issue or sale of Class B Ordinary Shares.


 


3. RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of Class B Ordinary Shares, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options by way
of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Class B Ordinary Shares acquirable
upon a complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a
record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Class B Ordinary Shares
are to be determined for the participation in such Distribution.


 


 4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.




 


(a) Purchase Rights.
In addition to any adjustments pursuant to Section 2 above, if at any time while the Warrant remains outstanding and before the Expiration
Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities or other
property pro rata to the record holders of any class of ordinary shares (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of Class B Ordinary Shares acquirable upon a complete exercise of this Warrant (without regard
to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of Class B Ordinary Shares are to be determined
for the grant, issue or sale of such Purchase Rights.


(b) Fundamental
Transactions. During the term of this Warrant, the Company shall not enter into or be party to a Fundamental Transaction unless
the Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the
Holder prior to such Fundamental Transaction, such approval not to be unreasonably withheld, conditioned or delayed, including
agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a
corresponding number of shares of capital stock equivalent to the Class B Ordinary Shares acquirable and receivable upon exercise of
this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an
exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the Class B Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value
of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable
Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the Class B Ordinary Shares (or other securities, cash, assets or other property (except such
items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of this Warrant prior to the applicable Fundamental Transaction, such publicly traded Class B Ordinary Shares (or its equivalent) of
the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the
applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant.
Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this
Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution
for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of Class B
Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange for Class B Ordinary Shares (a
“Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have
the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction
but prior to the Expiration Date, in lieu of the Class B Ordinary Shares (or other securities, cash, assets or other property
(except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon
the exercise of the Warrant prior to such Fundamental Transaction, such ordinary shares, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to
receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the
applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant to
the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.


 






    4


     


    

 


(c) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall
be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise
of this Warrant.


 


5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its constitution or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all
the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (a) shall not increase the nominal value of the Class B Ordinary Shares receivable upon the exercise
of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable Class B Ordinary Shares upon the exercise of this Warrant,
and (c) shall, so long as the Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and
unissued Class B Ordinary Shares, solely for the purpose of effecting the exercise of the Warrant, the maximum number of Class B Ordinary
Shares as shall from time to time be necessary to effect the exercise of the Warrant then outstanding (without regard to any limitations
on exercise).


 


6. WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant,
any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the
Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with
the giving thereof to the shareholders.


 


7. REISSUANCE
OF WARRANTS.


 


(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may
request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total
number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder
representing the right to purchase the number of Warrant Shares not being transferred.


(b) Lost, Stolen
or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),
and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable
form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder
a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares
as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional Class B Ordinary Shares shall
be given.


(d) Issuance of
New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the
Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the
Warrant Shares designated by the Holder which, when added to the number of Class B Ordinary Shares underlying the other new Warrants
issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have
an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights
and conditions as this Warrant.


 






    5


     


    

 


8. NOTICES;PAYMENTS.


 


(a) The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail
a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written
notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable
detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or distribution upon the Class B Ordinary Shares, (B) with respect
to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property
to holders of Class B Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice
being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its
subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly
understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed
or challenged by the Company.


 


(b) Payments.
Whenever any payment is to be made by the Company to any Person pursuant to this Warrant, such payment shall be made in lawful money of
the United States of America via wire transfer of U.S. Dollars in immediately available funds in accordance with the Holder’s wire
transfer instructions delivered to the Company on or prior to such payment date or, in the absence of such instructions, by a certified
check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided
to the Company in writing.


 


9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 


10. SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


 


11. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdiction other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the
Holder. If service of process is effected pursuant to the above sentence, such service will be deemed sufficient under New York law and
the Company shall not assert otherwise. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    6


     


    

 


12. Reserved.


 


13. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed
to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.


 


14. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or FMV or the arithmetic calculation of the Warrant
Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations
(as the case may be) via facsimile (a) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute
to the Company or the Holder (as the case may be) or (b) if no notice gave rise to such dispute, at any time after the Holder learned
of the circumstances giving rise to such dispute (including, without limitation, as to whether any issuance or sale or deemed issuance
or sale was an issuance or sale or deemed issuance or sale of Excluded Securities). If the Holder and the Company are unable to agree
upon such determination or calculation (as the case may be) of the Exercise Price, or FMV or the number of Warrant Shares (as the case
may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the
Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (i) the disputed determination
of the Exercise Price or FMV (as the case may be) to an independent, reputable investment bank selected by the Holder or (ii) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense
the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify
the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations
or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may
be) shall be binding upon all parties absent demonstrable error.


 


15. REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and
in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages
for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization
concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments,
exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested
by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including,
without limitation, compliance with Section 2 hereof). The issuance of Warrant Shares and certificates for Warrant Shares as contemplated
hereby upon the exercise of this Warrant shall be made without charge to the Holder or such Warrant Shares for any issuance tax or other
costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. In the event that
the Warrant Shares or certificates for Warrant Shares are to be issued in a name other than the name of the Holder, the Company may require,
as a condition to the exercise of the Warrant, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.


 


16. TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 






    7


     


    

 


17. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) Reserved.


 


(b) “Bloomberg”
means Bloomberg, L.P.


 


(c) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(d) “Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Eligible Market, as
reported by Bloomberg, or, if the Eligible Market begins to operate on an extended hours basis and does not designate the closing trade
price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or, if the Eligible Market
is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last
trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg,
or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security
as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 14.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during such period.


 


(e)
“Convertible Securities” means any shares or other security (other than Options) that is at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any Class B Ordinary Shares.


 


(f) “Eligible
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the
Nasdaq Capital Market.


 


(g) “Expiration
Date” means the date that is five years from the Issuance Date, or, if such date falls on a day other than a Business Day or
on which trading does not take place on the Eligible Market (a “Holiday”), the next date that is not a Holiday.


 


(h) “FINRA”
means the Financial Industry Regulatory Authority, Inc. in the United States.


 


(i) “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions,
(A) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person,
or (B) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or
assets to any other Person, or (C) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders
of more than 50% of the outstanding Voting Shares of the Company (not including any Voting Shares of the Company held by the Person or
Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer),
or (D) consummate a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding Voting Shares
of the Company (not including any Voting Shares of the Company held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such share purchase agreement or other business combination), or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Shares of the Company.


 






    8


     


    

 


(j) “Options”
means any rights, warrants or options to subscribe for or purchase Class B Ordinary Shares or Convertible Securities.


 


(k) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose Class B Ordinary
Shares or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(l) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(m) “SEC”
means the United States Securities and Exchange Commission.


 


(n) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.


 


(o) “Trading
Day” means any day on which the Class B Ordinary Shares are traded on the Eligible Market, or, if the Eligible Market is not
the principal trading market for the Class B Ordinary Shares, then on the principal securities exchange or securities market on which
the Class B Ordinary Shares are then traded, provided that “Trading Day” shall not include any day on which the Class B Ordinary
Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Class B Ordinary Shares are suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder.


 


(p) “Voting
Shares” of a Person means ordinary shares of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees
of such Person (irrespective of whether or not at the time ordinary shares of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).


 


(q) “FMV”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class B Ordinary Shares are then
listed or quoted on a Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on such
Eligible Market on which the Class B Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, (b) if OTCQB or
OTCQX is not an Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on the OTCQB
or OTCQX on which the Class B Ordinary Shares are then quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, as applicable, (c) if the Class
B Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class B Ordinary Shares are then reported
in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the “OTC Markets Group”, the value shall be deemed to be the highest intra-day or closing price on any
trading day on the Pink Sheets on which the Class B Ordinary Shares are then quoted as reported by OTC Markets Group (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, or (d)
in all other cases, the fair market value of a Class B Ordinary Share as determined by an independent appraiser selected in good faith
by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


[signature page follows]


 






    9


     


    

 





IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Class B Ordinary Shares to be duly executed as of the Issuance Date set out above.


 


	Brera Holdings Limited	 
	 	 	 
	By:	 	 
	Name: 	Daniel J. McClory	 
	Title:	Director	 



 






    10


     


    

 





EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS


WARRANT TO PURCHASE ORDINARY SHARES


 


Brera
Holdings Limited


 


The undersigned holder hereby
exercises the right to purchase _________________ Class B Ordinary Shares (“Warrant Shares”) of Brera
Holdings Limited, an Irish private company limited by shares (the “Company”),
evidenced by Warrant to Purchase Class B Ordinary Shares No. _______ (the “Warrant”). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


		____________	a “Cash Exercise” with respect to _________________ Warrant Shares; and/or



 


		____________	a “Cashless Exercise” with respect to _______________ Warrant Shares.



 


In the event that the Holder
has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents
and warrants that (i) this Exercise Notice was executed by the Holder on the date set forth below; (ii) if applicable, the FMV as of the
date prior to the date of the Exercise Notice was $________; and (iii) it has paid to the Company the aggregate nominal amount of the
Warrant Shares ($0.005 per Warrant Share) issuable pursuant to this Exercise Notice.]


 


1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as a “Cash Exercise”.]


 


2. Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


 Check here if requesting
delivery as a certificate to the following name and to the following address:


 


	 	Issue to:	 
	 	 	 
	 	 	 


 


Check here if requesting delivery by Deposit/Withdrawal
at Custodian as follows:


 


	 	DTC Participant:	 
	 	DTC Number:	 
	 	Account Number:	 
	 	 	 	 











	Date:	                   	,
	 	 
	Name of Registered Holder	 




 


	By:  	 	 
	Name:	 	 
	Title:	 	 



 


	Tax ID:		 	 
	Facsimile:		 	 



 






     


     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby acknowledges
this Exercise Notice and hereby directs ______________ to issue the above indicated number of Class B Ordinary Shares in accordance with
the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.


 





	 	Brera Holdings Limited
	 	 	 
	 	By:	 
	 	Name: 	
	 	Title: