Exhibit
10.1


 


THIS
SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS
WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”).


 


NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


SUBSCRIPTION
AGREEMENT


 


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”).


 


W
I T N E S S E T H:


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to the provisions of Regulation S (“Regulation S”)
promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, the Company desires to issue
and sell to the Subscriber, and the Subscriber, severally and not jointly with other subscribers, desires to purchase from the Company,
securities of the Company as more fully described in this Agreement (collectively, the “Offering”).


 


NOW,
THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein contained, the receipt and sufficiency
of which are hereby acknowledged, the Company and Subscriber agree as follows:


 


 


	1.	PURCHASE
    AND SALE OF ORDINARY SHARES, AND RELEVANT RIGHTS


 


1.1
Purchase and Sale of Ordinary Shares. Subject to the terms and conditions set forth herein, the Company is offering to the Subscriber
the number of ordinary shares of the Company, par value $0.001125 per share (the “Ordinary Shares”), set forth on
the signature page herein at a price of $1.40 per share (collectively, the “Purchase Price”). The Ordinary Shares
are sometimes collectively referred to herein as the “Shares.”


 


1.2
Closing. The closing of the transactions contemplated hereby shall take place on a rolling close basis as agreed by the Company
and each Subscriber (each closing being called the “Closing” and such date and time being called the “Closing
Date”).


 




    	1



     


    

 


(a)
At the Closing, subject to Section 2 below, the Subscriber shall pay the Purchase Price by wire transfer of immediately available funds
to a bank account specified by the Company. All such wire transfer remitted to the Company shall be accompanied by information identifying
the Subscriber, subscription, the Subscriber’s social security or taxpayer identification number (or other applicable number) and
address;


 


(b)
At the Closing, the Company shall deliver to the Subscriber its certificates representing its purchase or issue the Shares to the Subscriber
in book-entry form; and


 


	2.	REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Subscriber that:


 


2.1
The Company is duly incorporated in the Cayman Islands and is validly existing in good standing under the laws of the Cayman Islands.
The Company and each of its direct and indirect subsidiaries that have been consolidated with the Company in its audited financial statements
for the year ended September 30, 2021 or any such entity subsequently acquired (each, a “Subsidiary”) are not in violation
of any of the provisions of their respective articles of incorporation, by-laws or other organizational or charter documents, each as
may be amended (the “Internal Documents”). The Company and each Subsidiary are qualified to transact business as a
foreign corporation and are in good standing under the laws of each jurisdiction where the location of their respective properties or
the conduct of their respective business makes such qualification necessary, except where the failure to be so qualified would not have
a material adverse effect on the business, assets, liabilities, results of operations, condition (financial or otherwise), properties
or prospects of the Company on a consolidated basis.


 


2.2
Each of the Company and each Subsidiary has all power and authority to conduct its business as presently conducted and as proposed to
be conducted as described in the SEC Reports (as defined herein). The Company has all power and authority to (i) enter into and perform
its obligations under this Agreement and (ii) issue, sell and deliver the Shares. The execution and delivery of this Agreement, and the
issuance, sale and delivery of the Shares have been duly authorized by all necessary corporate action. Once executed and delivered, this
Agreement will constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding
fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the
Company’s obligations to provide indemnification and contribution remedies under the securities laws and subject to the limitations
imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).


 


A
private placement memorandum is not circulated or distributed to potential investors related to the Offering. All investors are encouraged
to visit the SEC website (SEC.gov) for the publicly available information on the Company. A direct link to the Company’s SEC filings
can be found at the following link: https://www.sec.gov/edgar/browse/?CIK=1914818&owner=exclude.


 


2.3
The Shares will be duly and validly issued, fully paid and non-assessable, and free from all taxes or liens with respect to the issue
thereof and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of shareholders of the Company
and/or any other person.


 


2.4
No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or its property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material
adverse effect on the performance of this Agreement by the Company or the consummation of any of the transactions contemplated hereby
or thereby, and/or (ii) could reasonably be expected to have a material adverse effect on the Company’s operations.


 




    	2



     


    

 


2.5
The Company is not in (i) violation or default of any provision of its Internal Documents; (ii) default or material violation of the
terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which it is a party or bound or to which its property is subject; and/or (iii) default or material violation
of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable.


 


2.6
Assuming the accuracy of the Subscriber’s representations and warranties set forth in this Agreement, the Company is not required
to (i) register under the Securities Act the offer and sale of the Shares to the Subscriber in the manner contemplated herein and (ii)
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority, self-regulatory organization (including The Nasdaq Capital Market) or other person
in connection with the execution, delivery and performance of this Agreement, except that, if required by the Nasdaq Listing Rules, the
Company will submit a Listing of Additional Shares Notification Form to Nasdaq in connection with the transactions contemplated hereby.


 


2.7
The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of
termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of any mortgage, indenture,
lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule
or regulation applicable to the Company or its properties or assets. Neither the execution and delivery of this Agreement by the Company,
nor the consummation of the transaction contemplated hereby, will result in the imposition of any security interest upon the Shares.


 


2.8
Securities Compliance and Restricted Shares. All Shares are restricted securities as defined in Rule 144 promulgated under the
Securities Act.


 


2.9
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares
by any form of general solicitation or general advertising (within the meaning of Regulation D).


 


2.10
Certain Fees. Brokers fees, finder’s fees or financial advisory fees or commissions may be payable by the Company with respect
to the transactions contemplated by this Agreement. The Subscriber shall have no obligation with respect to any fees or with respect
to any claims made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection with
the transactions contemplated by this Agreement.


 


2.11
As of their respective dates, all reports and registration statements (the “SEC Reports”) filed or furnished by the Company
with the SEC complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the
rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects
the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. To the knowledge of the Company, there are
no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with
respect to any of the SEC Reports as of the date hereof.


 




    	3



     


    

 


2.12
The Company’s issued and outstanding ordinary shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed
for trading on The Nasdaq Capital Market under the symbol “STBX”. There is no suit, action, proceeding or investigation pending
or, to the knowledge of the Company, threatened against the Company by The Nasdaq Capital Market or the SEC with respect to any intention
by such entity to deregister the ordinary shares or prohibit or terminate the listing of the ordinary shares on The Nasdaq Capital Market.
The Company has taken no action that is designed to terminate the registration of the ordinary shares under the Exchange Act. Upon the
issuance of the Shares, the Company’s issued and outstanding ordinary shares will continue to be registered pursuant to Section
12(b) of the Exchange Act and will be listed for trading on The Nasdaq Capital Market.


 


2.13
The Company is not, and immediately after receipt of payment for the Shares, will not be, (i) an “investment company” within
the meaning of the Investment Company Act of 1940, as amended or (ii) a Passive Foreign Investment Company, as defined in Section 1297(a)
of the US Internal Revenue Code.


 


2.14
The Company shall take all necessary or desirable actions required to duly and validly rely on the exemption for foreign private issuers
from applicable rules and regulations of Nasdaq with respect to corporate governance to rely on “home country practice” in
connection with the transactions contemplated hereunder (including an exemption from any Nasdaq rules that would otherwise require seeking
shareholder approval in respect of such transactions), including (i) notifying Nasdaq of its intention to utilize its home country practice
by providing Nasdaq a written statement from independent counsel in its home country prior to the Closing Date, and (ii) disclosing in
its next annual report to be filed with the SEC each requirement that it does not follow and describe the home country practice followed
by the Company in lieu of such requirements.


 


	3.	REPRESENTATIONS
    AND WARRANTIES OF SUBSCRIBER


 


The
Subscriber hereby represents and warrants to the Company as follows:


 


3.1
Organization. Such Subscriber is either an individual or an entity, corporate, partnership, limited liability company, duly incorporated
or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporated or formed with full right, or
similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out
its obligations hereunder and thereunder.


 


3.2
Authority. The Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares
being sold to it hereunder. The execution, delivery and performance of this Agreement by such Subscriber and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership or limited liability
company action, and no further consent or authorization of such Subscriber or its Board of Directors, stockholders, partners, members,
or managers, as the case may be, is required. This Agreement has been duly authorized, executed and delivered by such Subscriber and
constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Subscriber enforceable against such
Subscriber in accordance with the terms hereof.


 




    	4



     


    

 


3.3
Purchase Entirely for Own Account. This Agreement is made with the Subscriber in reliance upon the Subscriber’s representation
to the Company, which by the Subscriber’s execution of this Agreement, the Subscriber hereby confirms that the Shares to be acquired
by the Subscriber will be acquired for investment for the Subscriber’s own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation
in, or otherwise distributing the same. By executing this Agreement, the Subscriber further represents that the Subscriber does not presently
have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or
to any third Person, with respect to any of the Shares.


 


3.4
Experience of Subscriber. The Subscriber, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment.


 


3.5
Ability to Bear Risk. The Subscriber understands and agrees that purchase of the Shares is a high-risk investment and the Subscriber
is able to afford and bear an investment in a speculative venture having the risks and objectives of the Company, including a risk of
total loss of such investment. The Subscriber must bear the substantial economic risks of the investment in the Shares indefinitely because
none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable
state securities laws or an exemption from such registration(s) are available. The Subscriber represents that it is able to bear the
economic risk of an investment in the Shares and is able to afford a complete loss of such investment.


 


3.6
Disclosure of Information. The Subscriber has been given access to full and complete information regarding the Company and has
utilized such access to the Subscriber’s satisfaction for the purpose of obtaining such information regarding the Company as Subscriber
has reasonably requested. In particular, the Subscriber: (i) has received and thoroughly read and evaluated all the disclosures contained
in this Agreement; and (ii) has been given a reasonable opportunity to review such documents as Subscriber has requested and to ask questions
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Shares and the business and
affairs of the Company and to obtain any additional information concerning the Company’s business to the extent reasonably available
so as to understand more fully the nature of this investment and to verify the accuracy of the information supplied. The Subscriber is
satisfied that it has received adequate information with respect to all matters which he/she/it considers material to its decision to
make this investment.


 


3.7
No other documents. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation
or other information (oral or written) other than the SEC Reports or as stated in this Agreement.


 


3.8
Use of Purchase Price. The Subscriber understands, acknowledges and agrees that management of the Company shall have sole and
absolute discretion concerning the use of the Purchase Price as well as the timing of its expenditures.


 


3.9
Restricted Securities. The Subscriber understands that the Shares have not been, although they may be, registered under the Securities
Act, by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. The Subscriber
understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that,
pursuant to these laws, the Subscriber must hold the Shares indefinitely unless they are registered with the SEC and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. Except as otherwise provided herein,
the Subscriber acknowledges that the Company has no obligation to register or qualify the Shares. The Subscriber further acknowledges
that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company that are outside
of the Subscriber’s control, and which the Company is under no obligation and may not be able to satisfy.


 




    	5



     


    

 


3.10
No General Solicitation. The Subscriber is not purchasing the Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


3.11
Exculpation Among Subscribers. The Subscriber acknowledges that it is not relying upon any Person, other than the Company and
its officers and directors, in making its investment or decision to invest in the Company. The Subscriber agrees that the Subscriber
is not liable to any other subscribers participated in this Offering for any action heretofore taken or omitted to be taken by any of
them in connection with the purchase of the Shares.


 


3.12
Residence. The Subscriber is presently a bona fide resident of the country represented on the signature page hereof and has no
present intention of becoming a resident of any other state, country, or jurisdiction, and the address and Social Security Number/National
Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number)
set forth on the signature page hereof are the Subscriber’s true and correct residential or business address and Social Security
Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other
applicable number).


 


3.13
The Subscriber has been independently advised as to the restrictions with respect to trading the Shares and with respect to the resale
restrictions imposed by applicable securities laws, confirms that no representation has been made to it by or on behalf of the Company
with respect thereto, acknowledges the risks relating to an investment therein and of the fact that it may not be able to resell the
Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the
applicable restriction period and compliance with the other requirements of applicable law, or that the Shares are registered under the
Securities Act and in compliance with the other requirements of applicable laws, that the Subscriber (or others for whom it is contracting
hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and neither the Company
is not in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it may not be able
to resell the Shares except in accordance with limited exemptions under applicable securities laws, or that the Shares are registered
under the Securities Act, and it agrees that any certificates representing the Shares may bear a legend indicating that the resale of
such securities is restricted;


 


3.14
The Company may complete additional financings, including project financing, in the future in order to develop the business of the Company
and to fund its ongoing development; there is no assurance that such financings or project financings will be available and, if available,
on reasonable terms; failure to obtain sufficient additional funds by way of debt or equity financings or through joint ventures will
prevent the continued development of the business of the Company and any such future financings may have a dilutive effect on current
security holders, including the Subscriber;


 


3.15
The Subscriber is solely responsible (and the Company is not responsible in any way) for compliance with all applicable hold periods
and resale restrictions under which the Shares are subject;


 




    	6



     


    

 


3.16
The Subscriber understands that the purchase of the Shares is a highly speculative investment and that an investment in the Shares is
suitable only for sophisticated investors and requires the financial ability and willingness to accept the possibility of the loss of
all or substantially all of such investment as well as the risks and lack of liquidity inherent in an investment in the Company;


 


3.17
Confidential Information. The Subscriber agrees that such Subscriber and its employees, agents and representatives will keep confidential
and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information
which such Subscriber may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company
to such Subscriber pursuant to this Agreement, unless such information is (i) known to the public through no fault of such Subscriber
or his or its employees or representatives; (ii) becomes part of the public domain other than by a breach of this Agreement; (iii) becomes
known by the action of a third party not in breach of a duty of confidence; or (iv) is required to be disclosed to a third party pursuant
to any applicable law, government resolution, or decision of any court or tribunal of competent jurisdiction; provided, however, that
a Subscriber may disclose such information (i) to its attorneys, accountants and other professionals in connection with their representation
of such Subscriber in connection with such Subscriber’s investment in the Company, (ii) to any prospective permitted transferee
of the Securities, or (iii) to any general partner or affiliate of such Subscriber, so long as the prospective transferee agrees to be
bound by the provisions of this Section.


 


3.18
Regulation S Exemption. The Subscriber acknowledges and agrees that none of the Shares have been registered under the Securities
Act, or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a
transaction not involving any public offering within the meaning of the Securities Act, and, unless so registered, may not be offered
or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the
Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act, and in each case only in accordance with applicable state and provincial securities laws. The Subscriber understands that the Shares
are being offered and sold to him, her or it in reliance on an exemption from the registration requirements of United States federal
and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order
to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Shares. In this regard, the Subscriber
represents, warrants and agrees that:


 


(i)
The Subscriber is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is
not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:


 


	 	(A)	any
    natural person resident in the United States of America;
	 	 	 
	 	(B)	any
    partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States
    of America;
	 	 	 
	 	(C)	any
    estate of which any executor or administrator is a U.S. Person;
	 	 	 
	 	(D)	any
    trust of which any trustee is a U.S. Person;
	 	 	 
	 	(E)	any
    agency or branch of a foreign entity located in the United States of America;


 




    	7



     


    

 


	 	(F)	any
    non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
    or account of a U.S. person;
	 	 	 
	 	(G)	any
    discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
    or (if an individual) resident in the United States of America; and
	 	 	 
	 	(H)	any
    partnership, company, corporation or other entity if:


 


	 	(1)	organized
    or incorporated under the laws of any foreign jurisdiction; and
	 	 	 
	 	(2)	formed
    by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized
    or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons,
    estates or trusts.


 


(ii)
At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the
Subscriber was outside of the United States.


 


(iii)
The Subscriber realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Subscriber
has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market
does not rise. The Subscriber does not have any such intention.


 


(iv)
The Subscriber will not, during the period commencing on the date of issuance of the Shares and ending six months after such date (the
“Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person
for the account or for the benefit of a U.S. Person, unless such Shares have been registered for resale pursuant to the Securities Act,
or otherwise in a manner that is not in compliance with Regulation S.


 


(v)
The Subscriber will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to
registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities
laws.


 


(vi)
The Subscriber was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any
short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction,
option writing or equity swap.


 


(vii)
Neither the Subscriber nor or any person acting on his or her behalf has engaged, nor will engage, in any directed selling efforts to
a U.S. Person with respect to the Shares and the Subscriber and any person acting on his or her behalf have complied and will comply
with the “offering restrictions” requirements of Regulation S under the Securities Act.


 


(viii)
The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of the Securities Act.


 




    	8



     


    

 


(ix)
Neither the Subscriber nor any person acting on his or her behalf has undertaken or carried out any activity for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for
any of the Shares. The Subscriber agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical
or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements
required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with
any local applicable securities laws.


 


(x)
The Subscriber has carefully reviewed and completed the investor questionnaire annexed hereto as Exhibit A.


 


3.19
No Advertisements or Direct Selling Effort. The Subscriber is not subscribing for the Shares as a result of or subsequent to any
advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television
or radio or via the Internet, or presented at any seminar or meeting. The Subscriber has not acquired the Shares as a result of, and
will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of
any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may
sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable
state securities laws or under an exemption from such registration requirements and as otherwise provided herein.


 


3.20
Economic Considerations. The Subscriber is not relying on the Company, or its affiliates or agents with respect to economic considerations
involved in this investment. The Subscriber has relied solely on his or her own advisors.


 


3.21
Compliance with Laws. Any resale of the Shares during the “distribution compliance period” as defined in Rule 902(f)
to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of
the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.
The Subscriber will not offer to sell or sell the Shares in any jurisdiction unless the Subscriber obtains all required consents, if
any.


 


3.22
No Minimum. The Subscriber understands that although there may be multiple Closing with other Subscribers, there might be no other
Subscribers and that the funds that the Company receives from the undersigned Subscriber in connection with this Agreement might be the
only funds that the Company receives from this placement. Such funds might not be sufficient to meet the Company’s funding needs
in connection with the placement.


 


	4.	LEGENDS,
    ETC.


 


4.1
Legends. Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend
required to be placed thereon by applicable federal or state securities laws:


 


“THESE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 




    	9



     


    

 


“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT
TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 


4.2
Company’s Refusal to Register Transfer of Shares. The Company shall refuse to register any transfer of the Shares not made
in accordance with (i) the provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the Securities
Act, or (iii) pursuant to an available exemption from the registration requirements of the Securities Act.


 


	5.	MISCELLANEOUS


 


5.1
Fees and Expenses. Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The placement agent of the Offering shall receive a commission of
four percent (4%) and a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering. In addition, the
placement agent has received an expense advancement of $50,000.00.


 


5.2
Representations and Warranties. The representations and warranties of the Company and the Subscriber shall survive the Closing
and delivery of the Shares.


 


5.3
Indemnification


 


(i)
The Subscriber agrees, severally and not jointly with any other Subscribers, to indemnify and hold harmless the Company and each director,
officer or agent thereof from and against any and all losses, damages, liabilities and expenses arising out of or in connection with
any breach of, or inaccuracy in, any representation or warranty of the undersigned, whether contained in this Agreement or otherwise.


 


(ii)
The Company shall indemnify and hold harmless the Subscriber, the officers, directors, agents and employees of the Subscriber, each person
who controls the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against
any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses
that arise out of or are based upon (a) any breach of, or inaccuracy in, any representation or warranty of the undersigned, whether contained
in this Agreement and (b) any untrue or alleged untrue statement of a material fact contained in the SEC Reports (or any reports filed
or furnished by the Company with the SEC hereafter), or arising out of or relating to any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading.


 


5.4
Waiver, Amendment. Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated
except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought.


 


5.5
Section and Other Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.


 




    	10



     


    

 


5.6
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of
this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may
be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.
Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH
RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS
THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


5.7
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which together shall be deemed to be one and the same agreement.


 


5.8
Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given
if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or if delivered by electronic
transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier
machine):


 


	 	(a)	if to the Subscriber:
	 	 	 
	 	 	The
address included on the signature page.
	 	 	 
	 	(b)	if to the Company:
	 	 	 
	 	 	Starbox
Group Holdings Ltd.
	 	 	VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100
	 	 	Kuala
Lumpur, Malaysia
	 	 	Attn:
Lee Choon Wooi, Chief Executive Officer
	 	 	E-Mail:
cw.lee@starboxrebates.com




 


5.9
Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, permitted successors and assigns.


 


5.10
Entire Agreement. This Agreement (including the Exhibit hereto) constitute the full and entire understanding and agreement between
the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties are expressly canceled.


 




    	11



     


    

 


5.11
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


5.12
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
the Subscriber and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby
agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


5.13
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or any amendments thereto.


 


5.14
Further Assurances: Each party hereto shall from time to time at the request of the other party hereto do such further acts and
execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry
out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective
obligations hereunder.


 


5.15
Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof and thereof, nor
shall any delay or omission of any party to exercise any right hereunder and thereunder in any manner impair the exercise of any such
right accruing to it thereafter.


 


5.16
Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company
or the Subscriber, as applicable, provided, however, that, subject to federal and state securities laws and as otherwise
provided in this Agreement, the Subscriber may assign its rights and delegate its duties hereunder in whole or in part (i) to a third
party acquiring all or substantially all of its Shares in a private transaction or (ii) to an affiliate, in each case, without the prior
written consent of the Company or the other subscribers participated in this Offering, after notice duly given by such Subscriber to
the Company provided, that no such assignment or obligation shall affect the obligations of such Subscriber hereunder and that
such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Subscriber.
The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of
the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.


 


[signature
pages follow]


 




    	12



     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above and agree to be bound by the terms and
conditions hereof.


 


	 	Company:
	 	 
	 	Starbox
    Group Holdings Ltd.
	 	 	 
	 	By:	 
	 	Name	Lee
    Choon Wooi
	 	Title
    	Chief
    Executive Officer


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE
PAGE FOR SUBSCRIBER FOLLOWS]


 




    	13



     


    

 


Starbox
Group Holdings Ltd.


SUBSCRIBER
SIGNATURE PAGE TO


SUBSCRIBTION
AGREEMENT


 


The
Subscriber hereby elects to purchase ______ Ordinary Shares for a total purchase price of $_____________.


 


Date
(NOTE: To be completed by the Subscriber): , 2022


 


 






If
the Subscriber is an INDIVIDUAL, and if purchased with a SPOUSE, or as JOINT


TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:


 


	 	 	 
	Print Name(s)	 	ID#(s) (Passport/ID/Social
  Security Number)
	 	 	 
	 	 	 
	Signature(s) of Subscriber(s)	 	Address
	 	 	 
	 	 	 
	Date	 	City, State, Zip, Country




 


If
the Subscriber is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:


 


	 	 	 
	Name
  of Partnership,	 	Identification Number 
	Corporation, Limited	 	 
	Liability Company or Trust	 	 







 





	By:	 	 
	 	 	 
	Name:	 	Jurisdiction
  of Organization
	Title:	 	 
	 	 	 
	Date	 	Address







 




    	14



     


    

 


Exhibit
A


 


INVESTOR
SUITABILITY QUESTIONNAIRE


FOR
NON-U.S. INVESTORS AS DEFINED IN RULE 902 OF REGULATION S


 


CONFIDENTIAL


 


Starbox
Group Holdings Ltd. (the “Company”) will use the responses to this questionnaire to qualify prospective investors
for purposes of federal and state securities laws.


 


Please
complete, sign, date and return one copy of this questionnaire as soon as possible, via mail or electronic
mail, to:


 


Name
of the Company contact person: How Wil Kin


Contact
information: Starbox Group Holdings Ltd.


VO2-03-07,
Velocity Office 2, Lingkaran SV, Sunway Velocity, 55100


Kuala
Lumpur, Malaysia


wilkin.how@starboxrebates.com


 


	Name:
    	 


 


(EXACT
NAME AS IT SHOULD APPEAR ON SECURITIES)


 


	1.	Please
                                            indicate the country in which you maintain your principal residence and how long you have
                                            maintained your principal residence in that country.

    



 


	Country:	 	 
	 	 	 
	Duration:
    	 	 
	 	 	 
	Address:	 	 
	 	 	 
	Email
    Address: 	 	 


 


You
agree that the Company may present this questionnaire to such parties as the Company deems appropriate to establish the availability
of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire
is true and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to
comply with federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information that
may occur prior to the investment.


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	Title
                                            or capacity of signing party if the Subscriber is partnership, corporation, trust or other
                                            non-individual entity

    



 


	Date:

    
	 	 


 




    	15



     


    

 


I.
INDIVIDUAL INVESTORS:


 


(Investors
other than individuals should turn to Part II)


 


INITIAL
EACH BOX TRUE OR FALSE OR COMPLETE, AS APPROPRIATE


 


Disclosure
of Foreign Citizenship.


 


	1.	 	______
                                            ________

    True
    False
	 	You
                                            are a citizen of a country other than the United States.

    

	 	 	 	 	 
	2.	 	_________________	 	If
                                            the answer to the preceding question is true, specify the country of which you are a citizen.

    



 


Verification
of Status as a Non-“U.S. Person” under Regulation S.


 


	3.	 	______
                                            ________

    True
    False
	 	You
                                            are a natural person resident in the United States.

    



 


PLEASE
PROVIDE COPIES OF THE IDENFICATION DOCUMENTS ISSUED BY THE COUNTRY OF WHICH YOU ARE A CITIZEN.


 


PLEASE
TURN TO PART III AND SIGN AND DATE THIS QUESTIONNAIRE


 




    	16



     


    

 


II.
NON-INDIVIDUAL INVESTORS:*


 


(Please
answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity)


 


	 	●	If
    the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity.
	 	 	 
	 	●	PLEASE
                                            PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED.

    



 


INITIAL
EACH BOX TRUE OR FALSE


 


Disclosure
of Foreign Ownership.


 


	1.	 	______
                                            _______

    True
    False
	 	You
                                            are an entity organized under the laws of a jurisdiction other than those of the United States
                                            or any state, territory or possession of the United States (a “Foreign Entity”).

    

	 	 	 	 	 
	2.	 	______
                                            _______

    True
    False
	 	You
                                            are a corporation of which, in the aggregate, more than one-fourth of the capital stock is
                                            owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as
                                            defined below) or Foreign partnerships (as defined below) (a “Foreign Corporation”)

    

	 	 	 	 	 
	3.	 	______
                                            _______

    True
    False
	 	You
                                            are a general or limited partnership of which any general or limited partner is a Foreign
                                            Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Partnership (as
                                            defined below) (a “Foreign Partnership”)

    

	 	 	 	 	 
	4.	 	______
                                            _______

    True
    False
	 	You
                                            are a representative of, or entity controlled by, any of the entities listed in items 1 through
                                            3 above.

    



 




    	17



     


    

 


Verification
of Status as a Non-“U.S. Person” under Regulation S.


 


	1.	 	______
                                            _______

    True
    False
	 	You
                                            are a partnership or corporation organized or incorporated under the laws of the United States.

    

	 	 	 	 	 
	2.	 	_____
                                            _________

    True
    False
	 	You
                                            are an estate of which any executor or administrator is a U.S. Person. If the preceding sentence
                                            is true, but the executor or administrator who is a U.S. Person is a professional fiduciary
                                            and (i) there is another executor or administrator who is a non-U.S. Person who has shared
                                            or sole investment discretion with respect to the assets of the estate; and (ii) the estate
                                            is governed by foreign law, you may answer “False.”

    

	 	 	 	 	 
	3.	 	_____
                                            _________

    True
    False
	 	You
                                            are a trust of which any trustee is a U.S. Person. If the preceding sentence is true, but
                                            the trustee who is a U.S. Person is a professional fiduciary and (i) there is another trustee
                                            who is a non-U.S. Person who has shared or sole investment discretion with respect to the
                                            trust assets; and (ii) no beneficiary of the trust is a U.S. Person, you may answer “False.”

    

	 	 	 	 	 
	4.	 	_____
                                            _________

    True
    False
	 	You
                                            are an agency or branch of a foreign entity located in the United States.

    

	 	 	 	 	 
	5.	 	_____
                                            _________

    True
    False
	 	You
                                            are a non-discretionary or similar account (other than an estate or trust) held by a dealer
                                            or fiduciary for the benefit or account of a U.S. Person.

    

	 	 	 	 	 
	6.	 	_____
                                            _________

    True
    False
	 	You
                                            are a discretionary account or similar account (other than an estate or trust) held by a
                                            dealer or other fiduciary organized or incorporated, or (if an individual) resident in the
                                            United States. If the preceding sentence is true, but such account is held by a dealer or
                                            other professional fiduciary organized or incorporated, or resident in the United States
                                            for the benefit or account of a non-U.S. Person, you may answer “False.”

    

	 	 	 	 	 
	7.	 	_____
                                            _________

    True
    False
	 	You
                                            are a partnership or corporation that was organized under the laws of any foreign jurisdiction
                                            by a U.S. Person principally for the purpose of investing in securities not registered under
                                            the Securities Act not organized or incorporated. If the preceding sentence is true, but
                                            you were organized or incorporated and are owned by accredited investors (as defined in rule
                                            501(a) of Regulation D) who are not natural persons, estates or trusts, you may answer “False.”

    




 


	8.	 	_____
                                            _________

    True
    False
	 	You
                                            are an employee benefit plan established and administered in accordance with the law and
                                            customary practices and documentation of a country other than the United States.

    

	 	 	 	 	 
	9.	 	_____
                                            _________

    True
    False
	 	You
                                            are an agency or branch of a U.S. Person located outside the United States that is (i) operated
                                            for valid business reasons; (ii) engaged in the business of insurance or banking; and (iii)
                                            subject to substantive insurance or banking regulation, respectively, where located.

    

	 	 	 	 	 
	10.	 	_____
                                            _________

    True
    False
	 	You
                                            are the International Monetary Fund, the International Bank for Reconstruction and Development,
                                            the Inter-American Development Bank, the Asian Development Bank, the African Development
                                            Bank, the United Nations, or one of their agencies, affiliates or pension plans.

    



 




    	18



     


    

 


III.
SIGNATURE


 


You
agree that the Company may disclose this questionnaire to such parties as the Company deems appropriate to establish the availability
of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire
is true, complete and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information
to comply with U.S. federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information
that may occur prior to the investment.


 





	 	FOR INDIVIDUALS:
	 	 	 
	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	Date:
	 	 	 
	 	 	 
		FOR ENTITIES:
	 	 	 
	 	 	Name of Entity
	 	 	 
	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	Name of Signing Party
	 	 	 
	 	 	 
	 	 	Title of Signing Party
	 	 	 
	 	 	Date:
	 	 	 


 




    	19