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”).
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
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).
