SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2023 • Starbox Group Holdings Ltd. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2023, between Starbox Group Holdings Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”, and collectively, the “Purchasers”).
STARBOX GROUP HOLDINGS LTD. ORDINARY SHARES SALES AGREEMENTSales Agreement • October 5th, 2023 • Starbox Group Holdings Ltd. • Services-advertising • New York
Starbox Group Holdings Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
Re: Placement Agency AgreementPlacement Agency Agreement • March 1st, 2023 • Starbox Group Holdings Ltd. • Services-advertising • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Starbox Group Holdings Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) ordinary shares, par value $0.001125 per shares (“Ordinary Shares”), (ii) pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”), and (iii) warrants to purchase Ordinary Shares (the “Common Warrants”, and collectively with the Pre-Funded Warrants, the “Warrants”). The Ordinary Shares and Warrants actually placed by the Placement Agent are referred to herein
STARBOX GROUP HOLDINGS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2022 • Starbox Group Holdings Ltd. • Services-advertising • New York
The undersigned, Starbox Group Holdings Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Underwriter”) to issue and sell to the Underwriter an aggregate of 5,000,000 Ordinary Shares, par value $0.001125, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
Underwriter’s WarrantUnderwriter's Warrant • August 25th, 2022 • Starbox Group Holdings Ltd. • Services-advertising • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No: 333-265635 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).
Dated November 18, 2024 SOFTWARE PURCHASE AGREEMENT AMONGSoftware Purchase Agreement • November 18th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
WARRANT TO PURCHASE ORDINARY SHARES STARBOX GROUP HOLDINGS LTD.Warrant to Purchase Ordinary Shares • March 1st, 2023 • Starbox Group Holdings Ltd. • Services-advertising
THIS WARRANT TO PURCHASE ORDINARY SHARES (this “Warrant”) certifies that, for value received, __________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Starbox Group Holdings Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), up to ______ ordinary shares, par value $0.001125 per share (the “Ordinary Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES STARBOX GROUP HOLDINGS LTD.Pre-Funded Warrant Agreement • March 1st, 2023 • Starbox Group Holdings Ltd. • Services-advertising
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (this “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from STARBOX GROUP HOLDINGS LTD., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), up to ______ ordinary shares, par value $0.001125 per share (the “Ordinary Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Dated April 4, 2024 SHARE SALE AGREEMENT relating to the sale and purchase of 100,000 shares in Rainbow Worldwide Co., Ltd (Registration No. 90423)Share Sale Agreement • April 5th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
Dated October 28, 2024 SOFTWARE PURCHASE AGREEMENT AMONGSoftware Purchase Agreement • October 28th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
Dated June 14, 2024 SOFTWARE PURCHASE AGREEMENT AMONGSoftware Purchase Agreement • June 14th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
Re: PLACEMENT AGENT’S AGREEMENTPlacement Agent's Agreement • October 27th, 2022 • Starbox Group Holdings Ltd. • Services-advertising • New York
Starbox Group Holdings Ltd., a Cayman Islands company (hereinafter referred to as the “Company” or “You”), proposes to offer for sale in a private placement (“Offering”) the Company’s security, as follows: a maximum of 9,000,000 ordinary shares, par value $0.001125 per share (“Ordinary Shares”), of the Company (the “Offering”) on a best effort basis, at a price per share to be determined by the parties herein. The Ordinary Shares are hereinafter occasionally referred to as the Securities.
Dated the day of 15 JUN, 2023 TENANCY AGREEMENT BETWEEN BERJAYA STEEL WORKS SDN BHD [Company Registration No. *] (“The Landlord”) AND PAYBATS SDN. BHD. [Company Registration No. *] (“The Tenant”) THE LANDLORD’S SOLICITORS ELIZABETH TEH & CO. Advocates...Tenancy Agreement • February 8th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
BERJAYA STEEL WORKS SDN BHD [Company Registration No. *], a company incorporated in Malaysia under the Companies Act, 1965 and having its business address at 191-5, 5th Floor, Wisma CKE, Jalan Lancang, Off Jalan Cheras, 56100 Kuala Lumpur (hereinafter referred to as the “Landlord”) of the one part;
SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • May 19th, 2023 • Starbox Group Holdings Ltd. • Services-advertising
User wishes to obtain from SRSB, and SRSB wishes to provide to User, technology support with SRSB’s unique internal developed IT system, subject to and upon the terms and conditions of this Agreement.
SHARE PURCHASE AGREEMENT in respect of One Eighty Holdings Ltd THIS AGREEMENT is made on 26 June 2023. BETWEEN: WHEREAS:Share Purchase Agreement • June 26th, 2023 • Starbox Group Holdings Ltd. • Services-advertising
B The Sellers have agreed to sell the Sale Shares and the Buyer has agreed to purchase the Sale Shares on the terms and conditions set out in this Agreement.
DEED OF ASSIGNMENTDeed of Assignment • May 6th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
BARDI EQUITY LIMITEDSoftware Purchase Agreement • June 14th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • February 8th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
User wishes to obtain from STSB, and STSB wishes to provide to User, technology support with STSB’s unique internal developed IT System, subject to and upon the terms and conditions of this Agreement.
Tech Fellows LimitedSoftware Purchase Agreement • November 18th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
AMIS ET COPINS INC.Software Purchase Agreement • August 26th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
DEED OF ASSIGNMENTDeed of Assignment • August 26th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
DEED OF ASSIGNMENTDeed of Assignment • May 28th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
DEED OF ASSIGNMENTDeed of Assignment • August 26th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
DEED OF ASSIGNMENTDeed of Assignment • August 7th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
SUBSCRIPTION AGREEMENTSubscription Agreement • October 27th, 2022 • Starbox Group Holdings Ltd. • Services-advertising • New York
This Agreement is dated as of October 26, 2022 (the “Execution Date”) by and between Starbox Group Holdings Ltd., a Cayman Islands company (the “Company”), and ______________ (the “Subscriber”).
DEED OF ASSIGNMENTDeed of Assignment • July 18th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • July 19th, 2023 • Starbox Group Holdings Ltd. • Services-advertising
User wishes to obtain from SRSB, and SRSB wishes to provide to User, technology support with SRSB’s unique internal developed A.I. Rebates Calculation Engine System, subject to and upon the terms and conditions of this Agreement.
DEED OF ASSIGNMENTDeed of Assignment • November 18th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
FIRST START COMPANY LIMITEDSoftware Purchase Agreement • August 26th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
ESCROW AGREEMENTEscrow Agreement • October 27th, 2022 • Starbox Group Holdings Ltd. • Services-advertising • New York
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of October 26, 2022, by and among STARBOX GROUP HOLDINGS LTD., a Cayman Islands company (the “Company”), NETWORK 1 FINANCIAL SECURITIES, INC. (the “Placement Agent” and, together with the Company, sometimes referred to individually as “Party” and collectively as the “Parties”), and Hunter Taubman Fisher & Li LLC (the “Escrow Agent”). For the convenience of the Parties, capitalized terms used but not defined herein have the meanings ascribed to them in the Placement Agreement; provided, however, that the Escrow Agent shall only be bound by, and shall look only to, the terms defined within this Agreement.
DEED OF ASSIGNMENTDeed of Assignment • July 18th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
DEED OF ASSIGNMENTDeed of Assignment • June 14th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
BETWEEN [WOON CHUN YIN] (NRIC: *) (‘‘The Landlord”) AND [STARBOXTV SDN BHD] [Company Registration No. *] (“the Tenant”) TENANCY AGREEMENT (VO2-08-12, V OFFICE, LINGKARAN SV, SUNWAY VELOCITY, 55100 KUALA LUMPUR.)Tenancy Agreement • February 8th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
AN AGREEMENT made the day and year stated in Part 1 of the Schedule hereto between the first party whose name and description as stated in Part 2 of the Schedule hereto (hereinafter referred to as “the Landlord”) of the one part and the second party whose name and description as stated in Part 3 of the Schedule hereto (hereinafter referred to as “the Tenant”) of the other part.
DEED OF ASSIGNMENTDeed of Assignment • November 18th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
DEED OF ASSIGNMENTDeed of Assignment • October 28th, 2024 • Starbox Group Holdings Ltd. • Services-advertising
