Event Space Operation and Management Agreement between Cádiz CF and Nomadar Corp.

Exhibit 10.10

CONTRACT FOR THE OPERATION OF SPACES AND ORGANIZATION OF EVENTS

Cádiz, October 30, 2024

GATHERED

On one hand, Mr. Rafael Jesús Contreras Chamorro, of legal age of Spanish nationality, with DNI No. 31.264.896-F, acting on behalf and in representation, as Vice President of the Board of Directors, of CÁDIZ CLUB DE FÚTBOL SAD, with CIF No. A-11013703 and address for the purposes of this document at 11010-Cádiz Plaza de Madrid s/n, hereinafter “CADIZ CF” or “CLUB”.

On the other hand, Mr. Joaquin Martin Perles, of legal age, of Spanish nationality, with ID number 34005384E, acting as CCIRO of NOMADAR, CORP. Spanish Branch, a Spanish company with registered office for the purposes of this contract at Campus “El Madrugador”, Ctra. El Portal A-2002, Km. 1.5, El Puerto de Santa Maria, 11500 and with CIF W0308287B (hereinafter, NOMADAR or the ASSIGNEE).

EXPOSED

By virtue of the foregoing, the parties agree to sign this contract, which will be governed by the following:

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CLAUSES

FIRST. DEFINITIONS

SECOND. OBJECT OF THE CONTRACT

2.1. The purpose of this contract is the assignment by CÁDIZ CF to NOMADAR of the commercial exploitation of the Venue, which entails the necessary temporary, non-exclusive transfer of the rights to exploit the spaces of the Nuevo Mirandilla Stadium by CADIZ CF to NOMADAR, as well as the organization and management by NOMADAR of musical events, cultural, commercial and of any other nature that the parties agree upon. The operation will include both events held in the field of play and in the auxiliary areas of the Stadium, including, but not limited to, VIP areas, lounges, terraces and outdoors.

2.2. The organization of the different Events will also include the management of promotional activities, fairs, exhibitions and any other event of commercial interest that allows for the comprehensive exploitation of the space.

2.3. NOMADAR will have the right to commercially exploit the Events it organizes, including the sale of tickets, hiring sponsors, licenses to exploit the image and brand of the Event (in accordance with the limits established in this contract), catering services or temporary concessions of use for third parties, always under the principle of full responsibility towards the CLUB and third parties and must respect the sponsorship and advertising contracts that the CLUB maintains in force.

2.4. The object of this contract will be understood to include the integral execution of each Event, which involves logistical planning, obtaining permits, hiring suppliers and personnel, technical adaptation of the space, promotion of the event, execution of the same, and subsequent dismantling and cleaning, without prejudice to the specific obligations developed in subsequent clauses,

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2.5. However, the assignment for the operation of Events and the subsequent assignment of the exploitation rights, CADIZ CF, or third parties authorized by it, may request the organization of events like the Events at the VENUE during the term of the contract, provided that sufficient notice is given to the ASSIGNEE for each specific case and an agreement is reached between parties for the use of the space, consent that may not be refused if it does not interfere materially and temporarily with the Events programmed by the TRANSFEREE.

2.6. The Parties assume, within the framework of this Contract, the commitments contained in the following clauses, undertaking to provide all the human, technical and material resources necessary to achieve the purpose of this Contract.

THIRD. DURATION OF THE CONTRACT

The duration of this contract will be ten (10) calendar years, counted from the date of its signing, and will remain in force until the full fulfillment of all the obligations assumed by the parties, unless early termination is provided in this document.

Once this period has expired, the contract may be extended for additional periods, after negotiation and express written agreement between the parties, formalized as a contractual addendum. Any intention to extend must be notified at least six (6) months in advance of the initial expiration date.

During its validity, the contract will be understood to be fully enforceable and binding, regardless of the number of events held, it being understood that the effective use of space is not a resolutory or suspensive condition of the commitments assumed, unless expressly agreed otherwise.

In the event of early termination due to default or any other foreseen cause, outstanding obligations arising from scheduled events, ongoing payments or contractual liabilities will continue to be enforceable in accordance with the law.

FOURTH. NOMAD’S OBLIGATIONS

NOMADAR undertakes to assume full operational, administrative, technical and economic responsibility for the events that take place within the framework of this contract. To this end, it is obliged to:

4.1. Comprehensive event management:

NOMADAR undertakes to design, organize and execute the events in the spaces provided by the CLUB, always guaranteeing their economic, legal and technical viability.

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4.2. Compliance:

NOMADAR will guarantee that all events comply with the applicable current regulations, including:

4.3. Maintenance:

NOMADAR must ensure the good condition of the Stadium facilities during the celebration of the events.

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4.4. Civil liability insurance:

NOMADAR undertakes to take out and maintain in force a civil liability insurance that:

4.5. Promotion and communication:

NOMADAR will design and execute communication and marketing strategies for the promotion of events, always respecting:

4.6. Periodic Reports:

NOMADAR undertakes to deliver periodic reports to the CLUB that include:

Attendance: Number of attendees, demographic profiles, and other relevant metrics.

Financial aspects: Revenues, costs and net profits obtained.

Logistical evaluation: Any operational incidents and suggestions for improvement.

FIFTH. OBLIGATIONS OF THE CLUB

The CLUB assumes the following obligations:

5.1 Assignment of spaces:

The CLUB undertakes to make available to NOMADAR the necessary spaces in the Stadium for the holding of the events. The spaces must be in optimal conditions of use, guaranteeing that they comply with the safety, accessibility and hygiene standards necessary for the correct development of the activities.

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5.2 Cooperation:

The CLUB will provide the necessary internal permits and authorizations for the celebration of the events organized by NOMADAR.

5.3 Image Usage:

The CLUB authorizes NOMADAR to use its image, name, brand and/or logos, exclusively for purposes related to the promotion, advertising and dissemination of events organized in collaboration with the CLUB.

5.4 Access to resources:

The CLUB will provide NOMADAR with access to the essential resources and services of the Stadium necessary for the development of the events, under the economic, technical and logistical conditions agreed between the parties. Resources include, but are not limited to:

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5.5 Operational Support:

The CLUB will appoint a liaison team composed of qualified individuals who will act as coordinators between the CLUB and NOMADAR during the following phases:

SIXTH. ASSIGNEE’S REPRESENTATIONS AND WARRANTIES

6.1 THE ASSIGNEE expressly and irrevocably declares and guarantees to CADIZ CLUB DE FÚTBOL the following:

i. That he/she knows and accepts, without reservation of any kind, the characteristics (physical and technical), as well as the current state of use and conservation of the Stadium, expressly accepting them, and stating that it has his/her approval to use it for the purposes object of this Contract and undertakes to use and preserve it in perfect condition of use and conservation.

ii. That it will be solely and exclusively responsible for every one of the activities, actions and/or inherent actions, either directly and/or indirectly, within the framework of the effective and total assembly, installation, promotion, promotion, marketing, advertising, production, celebration, dismantling and/or uninstallation of the Event to be held at the Stadium. Consequently, it will be responsible for the actions carried out by any third party subcontracted by the ASSIGNEE for the final provision of any service within the framework of the actions.

iii. That it will be solely and exclusively responsible for any sanction and/or compensation for damages that may eventually arise or may be caused, either directly and/or indirectly, by the effective and total assembly, installation, promotion, promotion, promotion, marketing, advertising, production, celebration, dismantling and/or uninstallation of the Event.

iv. That it has all the material, human, technical and economic resources for the purposes of ensuring the effective programming, organization, assembly, installation, promotion, promotion, promotion, marketing, advertising, production, celebration, dismantling and uninstallation of the Event during the entire period of validity of this Contract, being able to dispose of these means both directly and indirectly, through its subsidiary or the entities that make up its operational structure.

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v. That it will be solely and exclusively responsible to CADIZ CLUB DE FUTBOL, as well as to any third party, for all accidents that may eventually be suffered by the personnel who carry out the actions aimed at the assembly, installation, celebration, dismantling and uninstallation of the Event, the volunteer staff of the Event and the public attending each of them, as well as any damage and/or harm that all of them may cause to people or things due to or due to the assembly, installation, celebration, disassembly and uninstallation of the Event.

6.2 The CLUB shall have the right to verify, at any time, the veracity and the correct, complete and effective compliance with the representations and warranties, as well as the obligations contained in this Agreement.

6.3 Based on the representations and guarantees contained in this clause, THE ASSIGNEE undertakes and undertakes to indemnify and compensate CADIZ CLUB DE FUTBOL for any damages, including claims by third parties, and/or fines and/or administrative and/or criminal sanctions, which, where appropriate, may arise for CADIZ CLUB DE FUTBOL, due to the non-compliance, falsehood and/or inaccuracy of the representations and guarantees contained therein.

SEVENTH. ECONOMIC CONDITIONS

NOMADAR undertakes to assume in full all those expenses incurred by the CLUB that are necessary and duly justified to guarantee the correct exploitation of the space subject to this contract.

This obligation includes, but is not limited to, all costs associated with technical, logistical, maintenance, cleaning, supplies, security, personnel, insurance, licenses and any other service or action essential to ensure the correct provision of the service and the proper development of the contracted activity.

Likewise, any expense derived from legal, technical or administrative requirements that CÁDIZ C.F. must face due to the activity that is the subject of this agreement will also be fully reimbursed by NOMADAR, upon presentation of the appropriate supporting documents. To clarify doubts, this includes any costs of a fiscal or tax nature (including direct or indirect taxes that may eventually be claimed from the club) that CÁDIZ CF may incur in the future because of the execution and/or execution of this contract.

The CLUB will issue invoices or refund requests, which must be paid by NOMADAR within a period of no more than thirty (30) calendar days from their receipt, unless there is a reasonable cause for discrepancy.

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OCTAVE. FORCE MAJEURE

If, due to any fortuitous event or force majeure, understood as those that are either not foreseeable or that being foreseeable cannot be avoided, one or more of the events that constitute the purpose of this contract cannot be held, the contract will be automatically terminated with respect to the event or events that could not have been carried out for such reason. Force majeure shall be understood to include the cases of strikes by suppliers, transport and services, failures in transport systems, failures in communication systems and/or computer networks except those owned by NOMADAR, natural disasters, floods, storms, and disturbances.

In the event of the occurrence of the cases described herein, CADIZ CF will deliver to NOMADAR all the amounts received, without prejudice claiming the costs already incurred.

NOVENA. LIABILITY INSURANCE POLICIES

9.1. THE ASSIGNEE undertakes and obliges, expressly and irrevocably, to contract, formalize and keep fully in force during the respective periods of assembly, installation, celebration, dismantling and uninstallation of the Event, before insurance companies of recognized international solvency, the corresponding policies necessary for the purpose of guaranteeing, by means of sufficient amounts, all the associated risks, either directly and/or indirectly, to the aforementioned actions, actions and/or activities of assembly, installation, celebration, dismantling and uninstallation of the Event. The aforementioned civil liability policies must cover both those risks inherent to the Venue itself and regardless of whether they are of a structural nature or not, and the integral elements and contents in the interior space of the same, as well as the personnel and/or collaborators of the TRANSFEREE linked to the tasks of execution and development of this Contract and the public attending the Event organized by said entity in the same Stadium.

9.2. The scope of the coverage and purpose of the corresponding civil liability policies relating to the Event will require the express written approval of CADIZ CLUB DE FUTBOL. For this purpose, THE ASSIGNEE will provide a copy of it together with the corresponding Event Project. Subsequently, and at the express request of CADIZ CLUB DE FUTBOL, the assignee must provide CADIZ CLUB DE FÚTBOL with all the documentation that may be necessary for the purpose of proving compliance with the conditions of the mandatory civil liability policies, their validity, payment of premiums and their sufficiency.

TENTH. TERMINATION OF THE CONTRACT

Without prejudice to the legally established causes for termination of the contract, this Agreement may be terminated as follows:

10.1. Either Party may terminate this Agreement if the other Party seriously breaches any of its obligations under this Agreement and such breach is not remedied within fifteen (15) calendar days following the date on which the Complying Party has reliably required the defaulting Party to comply with it. all without prejudice to the application of compensation for damages that may be appropriate for this purpose.

10.2. CADIZ CF may terminate this Contract, at any time, by sending the ASSIGNEE, with a notice of fifteen calendar days, of the corresponding notification to that effect, in the event that NOMADAR itself fails to comply with the legislation in force at any time, as well as in cases in which, with its actions or any facts related to the activity of NOMADAR, may damage the image, name and/or reputation of CADIZ CF, all without prejudice to the application of the compensation for damages that may be appropriate for this purpose.

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When the date of termination or termination of the Contract arrives, early or not and for any reason, if any of the Parties has any obligation pending compliance, even after the Contract has ended, they will be obliged to: its strict compliance without this implying, in any case and under any circumstances, an extension of the Contract.

10.3. Upon termination or termination of this Agreement and within a period not exceeding seven (7) business days from such date, the parties shall, each at its sole expense, expense and responsibility:

ELEVENTH. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

11.1. CADIZ CF states that trademarks and other distinctive signs are duly protected, in accordance with the Industrial and Intellectual Property regulations in force in Spain and throughout Europe. The rights of use of trademarks, distinctive signs and industrial and intellectual property rights may never be considered a license to use them by NOMADAR, and such use must be limited to the terms of this agreement, solely and exclusively for the duration of the same, so that, at the end of the validity of this agreement, NOMADAR, in a total and absolute manner, will cease the right to use the aforementioned trademarks and rights.

11.2. All the rights inherent to the image and/or trademark of CADIZ CF that may be assigned by virtue of this agreement, as well as their possible economic exploitation, belong exclusively to CADIZ CF, and may not be understood to be transferred in any case to NOMADAR.

TWELFTH. CONFIDENTIALITY AND PERSONAL DATA

As it is necessary, for the provision of the services described in this agreement, the processing of personal data and in compliance with the provisions of Organic Law 3/2018, on the Protection of Personal Data and guarantee of digital rights, of 5 December 2018 (LOPDGDD) and EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons in with regard to the processing of personal data and the free movement of these data and repealing Directive 95/46/EC (GDPR), a specific contract will be entered into in the field of Data Protection where the relationship between CADIZ CF as Data Controller, and NOMADAR, CORP., as Data Processor, will be formalized.

Likewise, in accordance with the regulations, the legal representatives of the signatory parties accept the processing of the personal data collected in this agreement for the purposes related to the services described therein and their administrative accounting management. The lawfulness of this processing has the legal basis set out in Article 6, 1 b) of the GDPR as the processing is necessary for the performance of a contract to which the data subject is a party.

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Personal data will be kept for the duration of the contractual relationship. Once this relationship has ended, your data may continue to be kept complying with any applicable legal obligation and to deal with any claims until the maximum limitation period for the actions that may arise from this relationship. After the limitation periods have elapsed, the personal data will be deleted.

The interested parties may exercise their rights of access, rectification, deletion and opposition, limitation of processing, data portability and not to be subject to automated individualized decisions (including profiling), by sending a signed request by post with the subject “Data Protection”, to the addresses indicated in the header and to CADIZ CF also to ***@*** , where you can also contact your Data Protection Officer.

If the parties consider that their rights have been violated, they may exercise the right to file a complaint with the Spanish Data Protection Agency (www.aepd.es).

THIRTEENTH. CORPORATE IDENTITY

All elements and supports of the logo of CÁDIZ CF and/or of the sponsors that NOMADAR must use, will be made with the prior approval of CÁDIZ CF. The same will happen in the use of the name and/or colors of Cádiz CF and the different brands owned by the Club.

FOURTEENTH. CESSION

The Parties may not assign their position in this Agreement, nor the rights or obligations arising therefrom in their favor or at their expense, without the written consent of the other Party.

FIFTEENTH. MODIFICATIONS

Any circumstance, condition or provision related to the subject matter of this Agreement that has not been expressly provided for herein, as well as any modification, extension or adaptation that may be necessary during the execution of the same, must be expressly agreed in writing by NOMADAR and CADIZ CF.

To be valid, any additional agreement or contractual modification must be formalized by means of a written document signed by both Parties and attached as an annex to this Agreement, thus forming an integral and binding part of it.

SIXTEENTH. NOTIFICATIONS

All notices, requirements, requests and other communications to be made by the Parties in relation to this Agreement shall be in writing and shall be deemed to have been duly made when they have been sent by e-mail to the following addresses:

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SEVENTEENTH. CRIMINAL LIABILITY OF LEGAL PERSONS

The Parties declare that they have sufficient measures in their respective internal organizations to control, prevent and stop the commission of any type of conduct that could be considered a criminal offense, committed by means or under the cover of the legal entity itself and/or through any natural person who is a member or dependent of them.

For the purposes of the foregoing paragraph, NOMADAR and THE ASSIGNEE declare that their actions within the scope of this contract will be always governed by the principles of contractual good faith and suitably subject to Law, so that at no time will they participate or collaborate in the commission of any conduct that could be criminalized in the legal system.

EIGHTEENTH. EXPENSES AND TAXES

All public listing expenses and, where applicable, indirect taxes derived from the execution of this Contract will be borne by the Parties according to Law.

NINETEENTH. JURISDICTION AND APPLICABLE LEGISLATION

This contract will be governed by Spanish law. The parties agree to submit any dispute arising out of this agreement to the jurisdiction of the courts and tribunals of [city].

And as proof of conformity, they sign this contract in duplicate and for a single purpose, at the place and date indicated.

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